0001047469-15-007623 Sample Contracts

CPI CARD GROUP INC. OMNIBUS INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • September 30th, 2015 • CPI Card Group Inc. • Short-term business credit institutions • Delaware

This FORM OF NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of , 2015 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the CPI Card Group Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.

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EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment Agreement • September 30th, 2015 • CPI Card Group Inc. • Short-term business credit institutions

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into effective as of April 22, 2009 (the “Effective Date”), by and between CPI Acquisition, Inc., a Delaware corporation and any subsidiary thereof (together, the “Company”) and Steve Montross, an individual (the “Employee”).

BMO CAPITAL MARKETS CORP. GOLDMAN, SACHS & CO. CIBC WORLD MARKETS INC. As Representatives of the Several Underwriters,
Underwriting Agreement • September 30th, 2015 • CPI Card Group Inc. • Short-term business credit institutions • New York

CPI Card Group Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I.A hereto (the “Underwriters”) for which you are acting as representatives (the “Representatives”), 8,982,353 shares of common stock of the Company, par value $0.001 per share (“Common Stock”). The aggregate of 8,982,353 shares to be sold by the Company are hereinafter referred to as the “Primary Shares”.

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment Agreement • September 30th, 2015 • CPI Card Group Inc. • Short-term business credit institutions

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is effective as of June 22, 2015, by and between CPI Acquisition, Inc., a Delaware corporation (“CPI Acquisition”), and David Brush, an individual (the “Employee”).

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