February [12]1[13]2, 2020Warrant Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by i3 Verticals, Inc. (“Company”) to [Dealer Name] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
i3 Verticals, Inc. i3 Verticals, LLCRegistration Rights Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec • New York
i3 Verticals, LLC, a Delaware limited liability company (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), its 1.00% Exchangeable Senior Notes due 2025 (the “Notes”), guaranteed by i3 Verticals, Inc., a Delaware corporation and a direct parent of the Issuer (the “Company”), upon the terms set forth in the Purchase Agreement, dated February 12, 2020 (the “Purchase Agreement”), by and among the Issuer, the Company and the Representative, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer may deliver shares of common stock, $0.0001 par value per share, of the Company’s Class A common stock (the “Company Common Stock”). The obligations of the Issuer in respect of the Notes will be fully and unconditional
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 18, 2020 is entered into by and among I3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent.
February [12]1[13]2, 2020Call Option Transaction • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and i3 Verticals, LLC (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
I3 VERTICALS, LLC, as Issuer AND I3 VERTICALS, INC. as Guarantor AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 18, 2020 1.00% Exchangeable Senior Notes due 2025Indenture • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec • New York
INDENTURE dated as of February 18, 2020 among i3 Verticals, LLC, a Delaware limited liability company, as issuer (the “Company”, as more fully set forth in Section 1.01), i3 Verticals, Inc., a Delaware corporation, as guarantor (the “Guarantor”, as more fully set forth in Section 1.01), and U.S. Bank National Association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
