0001193125-10-252219 Sample Contracts

AGREEMENT OF SETTLEMENT AND RELEASE
Agreement of Settlement and Release • November 8th, 2010 • Heartland Payment Systems Inc • Services-business services, nec • Illinois

This Agreement of Settlement and Release (“Settlement/Release”), effective as of August 31, 2010 (“Effective Date”), is entered into by and between Heartland Payment Systems, Inc., a Delaware corporation (“HPS”), and DFS Services LLC, a Delaware corporation (“Discover”).

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AMENDMENT NO. 3 TO SETTLEMENT AGREEMENT
Settlement Agreement • November 8th, 2010 • Heartland Payment Systems Inc • Services-business services, nec • New York

AMENDMENT NO. 3 dated as of August 6, 2010 (this “Amendment”), to the SETTLEMENT AGREEMENT dated as of May 19, 2010, as amended by amendments dated July 2, 2010 and July 13, 2010 (the “Settlement Agreement”), by and between MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation (“MasterCard”), and HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (“HPS”). Terms defined in the Settlement Agreement and not otherwise defined herein are used herein as so defined. The Settlement Agreement as amended by this Amendment is herein called the “Amended Settlement Agreement.”

AMENDMENT NO. 2 TO SETTLEMENT AGREEMENT
Settlement Agreement • November 8th, 2010 • Heartland Payment Systems Inc • Services-business services, nec

AMENDMENT NO. 2 dated as of July 13, 2010 (this “Amendment”), to the SETTLEMENT AGREEMENT dated as of May 19, 2010, as amended by amendment dated July 2, 2010 (the “Settlement Agreement”), by and between MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation (“MasterCard”), and HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (“HPS”), Terms defined in the Settlement Agreement and not otherwise defined herein are used herein as so defined. The Settlement Agreement as amended by this Amendment is herein called the “Amended Settlement Agreement.”

WAIVER AGREEMENT
Waiver Agreement • November 8th, 2010 • Heartland Payment Systems Inc • Services-business services, nec

WAIVER AGREEMENT dated as of August 27, 2010 (the “Waiver Agreement”), by and among MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation (“MasterCard”) and HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (“HPS”). Capitalized terms not defined herein shall have the same meanings as in the Settlement Agreement dated as of May 19, 2010, as amended by amendments dated July 2, 2010, July 13, 2010, and August 6, 2010 (the “Settlement Agreement”) by and between MasterCard and HPS.

AMENDMENT NO. 1 TO SETTLEMENT AGREEMENT
Settlement Agreement • November 8th, 2010 • Heartland Payment Systems Inc • Services-business services, nec

AMENDMENT NO. 1 dated as of July 2, 2010 (this “Amendment”), to the SETTLEMENT AGREEMENT dated as of May 19, 2010 (the “Settlement Agreement”), by and between MASTERCARD INTERNATIONAL INCORPORATED, a Delaware corporation (“MasterCard”), and HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (“HPS”). Terms defined in the Settlement Agreement and not otherwise defined herein are used herein as so defined. The Settlement Agreement as amended by this Amendment is herein called the “Amended Settlement Agreement.”

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