FLEETCOR TECHNOLOGIES, INC. 4,500,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 3rd, 2012 • Fleetcor Technologies Inc • Services-business services, nec • New York
In connection with the offering of the Shares, the Company has entered into an agreement with certain of the Selling Stockholders, dated as of November 26, 2012 (the “Share Repurchase Agreement”), pursuant to which the Company has agreed to repurchase from certain of the Selling Stockholders on the Closing Date in a private transaction, shares of the Company’s Common Stock for an aggregate purchase price not to exceed $200 million (the “Concurrent Share Repurchase”) at a purchase price per share equal to the price per share at which the Underwriter will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement. The Concurrent Share Repurchase is conditioned upon the closing of the sale of the Shares pursuant to this Agreement. The closing of the sale of the Shares is not contingent on the closing of the Concurrent Share Repurchase.
