0001193125-10-134183 Sample Contracts

EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT September 25,2000
Employee Noncompetition, Nondisclosure and Developments Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Louisiana

In consideration and as a condition of my employment by Fleetman, Inc. (the “Company”), I, Ronald F. Clarke, hereby agree with the Company as follows:

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SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This Sixth Amended and Restated Registration Rights Agreement (this “Agreement”), made as of the 1st day of April, 2009, by and among FleetCor Technologies, Inc., a Delaware corporation (the “Company”), the holders of capital stock of the Company listed on Schedule 1 hereto as Preferred Investors (each a “Preferred Investor” and collectively, the “Preferred Investors”), and the holders of capital stock of the Company listed on Schedule 1 hereto as Common Investors (each a “Common Investor” and collectively, the “Common Investors”). The Preferred Investors and Common Investors are sometimes collectively referred to herein as the “Investors.”

FleetCor Technologies, Inc. and Andrew Blazye SERVICE AGREEMENT
Service Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • England and Wales
SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This Sixth Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of the 1st day of April, 2009, by and among FleetCor Technologies, Inc., a Delaware corporation (the “Company”), the persons identified on Exhibit A hereto under the heading entitled “Common Investors” (collectively referred to as the “Common Investors” and individually as a “Common Investor”), the persons identified on Exhibit A hereto under the heading entitled “Preferred Investors” (collectively referred to as the “Preferred Investors” and individually as a “Preferred Investor”), and each person who shall, after the date hereof, acquire shares of the Company’s capital stock, and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Exhibit B hereto or otherwise. The Common Investors and the Preferred Investors are collectively referred to as the “Investors.”

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