16,666,667 Shares Cardtronics, Inc. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2007 • Cardtronics Inc • Services-business services, nec • New York
The undersigned understands that Deutsche Bank Securities Inc., William Blair & Company, L.L.C. and Banc of America Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cardtronics, Inc. (the “Company”), providing for the public offering by the Underwriters, including the Representatives, of common stock, par value $0.0001 (the “Common Stock”), of the Company (the “Public Offering”).
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS AGREEMENTInvestors Agreement • November 21st, 2007 • Cardtronics Inc • Services-business services, nec
This First Amendment, dated as of May 17, 2005 (this “Amendment”), to the First Amended and Restated Investors Agreement, dated February 10, 2005 (the “Investors Agreement”), is by and among Cardtronics, Inc., a Delaware corporation (the “Company”), and the Securityholders listed on the signature pages hereto, which Securityholders collectively hold of record at least 80% of the outstanding shares of common stock of the Company determined in accordance with Section 6.14 of the Investors Agreement (the “Consenting Holders”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS AGREEMENTAnd Restated Investors Agreement • November 21st, 2007 • Cardtronics Inc • Services-business services, nec
This Second Amendment, dated as of November , 2007 (this “Amendment”), to the First Amended and Restated Investors Agreement, dated February 10, 2005, as amended by the First Amendment dated May 17, 2005, (the “Investors Agreement”), is by and among Cardtronics, Inc., a Delaware corporation (the “Company”), and the Securityholders listed on the signature pages hereto, which Securityholders collectively hold of record at least 80% of the outstanding shares of common stock of the Company determined in accordance with Section 6.4 of the Investors Agreement and a majority of the shares of common stock held by persons entitled to vote pursuant to Section 6.14 of the Investors Agreement (the “Consenting Holders”).
FIRST AMENDED AND RESTATED INVESTORS AGREEMENT among CARDTRONICS, INC. and CERTAIN SECURITYHOLDERS THEREOF February 10, 2005Investors Agreement • November 21st, 2007 • Cardtronics Inc • Services-business services, nec • Delaware
Securities such Securityholder would like to include in such Demand Registration within the 30-day period after such Securityholder receives from the Company the Demand Registration Notice. The Company may adopt such procedures and conditions as the Board reasonably determines are necessary or advisable in connection with such Demand Registration so long as such procedures and conditions are not inconsistent with the terms of the Agreement, and any request by any Securityholder that does not comply with the Company’s procedures and conditions may be disregarded by the Company. As soon as reasonably practicable after the expiration of such 30-day period, the Company will notify all Securityholders who have requested to be included in such Demand Registration (each, a “Selling Securityholder”) of all the Selling Securityholders and the number of shares of Registrable Securities requested to be included in the applicable Demand Registration by each such Selling Securityholder.
