12,000,000 Shares Cardtronics, Inc. Common Stock ($0.0001 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 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”).
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED INVESTORS AGREEMENTInvestors Agreement • December 14th, 2007 • Cardtronics Inc • Services-business services, nec
This Second Amendment, dated as of November 26, 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”).
