SHARE PURCHASE AGREEMENT by and between THALES THALES GERMANY THALES UK and HYPERCOM CORPORATION dated as of February 13, 2008Share Purchase Agreement • February 14th, 2008 • Hypercom Corp • Calculating & accounting machines (no electronic computers) • New York
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of February 13, 2008, is entered into by and among (i) Thales SA, a société anonyme incorporated and operating under the laws of the Republic of France, whose registered office is located at 45, rue de Villiers, 92200 Neuilly sur Seine, France, registered under number 552 059 024 RCS Nanterre (“Thales”), (ii) Thales Holding GmbH, a Gesellschaft mit beschraenkter Haftung incorporated and operating under the laws of Germany, whose registered office is located at Unter der Linden 21, 100117 Berlin, Germany (“Thales Germany”), (iii) Thales UK Limited, a company incorporated and operating under the laws of England and Wales, whose registered office is located at 2 Dashwood Lang Road, The Bourne Business Park, Addlestone, Nr Weybridge, Surrey, KT15 2NS, England (Company n°868273) (“Thales UK”)(Thales, Thales Germany, and Thales UK, each a “Seller,” and collectively, “Sellers”), on the one hand, and Hypercom Corporation, a corporation
HYPERCOM CORPORATION CREDIT AGREEMENTCredit Agreement • February 14th, 2008 • Hypercom Corp • Calculating & accounting machines (no electronic computers) • New York
Indemnification Agreement by and between Francisco Partners II, L.P., and Hypercom Corporation February 13, 2008Indemnification Agreement • February 14th, 2008 • Hypercom Corp • Calculating & accounting machines (no electronic computers) • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the 13th day of February, 2008 by and between Francisco Partners II, L.P., a Delaware limited partnership (the “Indemnifying Party”), and Hypercom Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article III below or, if not set forth in Article III, in that certain Credit Agreement dated as of February 13, 2008 (the “Credit Agreement”), by and among the Company, the “Lenders” named therein and the Indemnifying Party, as “Administrative Agent” thereunder.
