0001140361-21-031662 Sample Contracts

Underwriting Agreement September 14, 2021
Underwriting Agreement • September 17th, 2021 • Par Technology Corp • Calculating & accounting machines (no electronic computers) • New York

PAR Technology Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 892,857 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 89,286 additional shares (the “Optional Securities”) of common stock, par value $0.02 per share (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

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PAR TECHNOLOGY CORPORATION
Indenture • September 17th, 2021 • Par Technology Corp • Calculating & accounting machines (no electronic computers) • New York

THIS INDENTURE, dated as of September 17, 2021 between PAR Technology Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (the “Trustee”),

PAR Technology Corporation
Underwriting Agreement • September 17th, 2021 • Par Technology Corp • Calculating & accounting machines (no electronic computers) • New York

PAR Technology Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) $235,000,000 principal amount of its 1.5% Convertible Senior Notes due 2027 (the “Firm Securities”) and, at the election of the Underwriters, up to an additional $30,000,000 principal amount of its 1.5% Convertible Senior Notes due 2027 (the “Optional Securities” and, together with the Firm Securities, the “Securities”) to be issued pursuant to the provisions of a base indenture to be dated as of September 17, 2021, as supplemented by the first supplemental indenture to such base indenture (collectively, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Securities will be convertible into cash, and duly and validly issued, fully paid and non-assessable shares of common stock

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • September 17th, 2021 • Par Technology Corp • Calculating & accounting machines (no electronic computers) • New York

WHEREAS, the Company executed and delivered the Base Indenture to the Trustee to provide, among other things, for the issuance, from time to time, of the Company’s Securities, in an unlimited aggregate principal amount, in one or more series to be established by the Company under, and authenticated and delivered as provided in, the Base Indenture;

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