] Shares VERIFONE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • April 21st, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Agreement”) is made as of April , 2005, by and among (i) VeriFone Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”) and GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest” and together with GTCR Fund VII, each a “GTCR Purchaser” and collectively the “GTCR Purchasers”) and (iii) TCW/Crescent Mezzanine Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a Delaware business trust, TCW/Crescent Mezzanine Partners III Netherlands, L.P., a Delaware limited partnership and TCW Leveraged Income Trust IV, L.P., a Delaware limited partnership (such four TCW entities collectively the “TCW/Crescent Purchasers”). The GTCR Purchasers and the TCW/Crescent Purchasers are collectively referred to herein as the “Purchasers” and individually as a “Purchaser”.
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENTStockholders Agreement • April 21st, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)
This AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT (this “Amendment”), dated as of April , 2005, is entered into by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”) and certain of its stockholders.
