INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2020 by and between Shift4 Payments, Inc., a Delaware corporation (the “Company”), and , a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
SHIFT4 PAYMENTS, LLC SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ • ], 2020Limited Liability Company Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [ • ], 2020 (the “Effective Date”), is entered into by and among Shift4 Payments, LLC (f/k/a Lighthouse Network, LLC), a Delaware limited liability company (the “Company”), Shift4 Payments, Inc., a Delaware corporation (the “Corporation”), and each of the other Members (as defined herein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ● ], 2020 by and among Shift4 Payments, Inc., a Delaware corporation (the “Corporation”), and each Person identified on the Schedule of Holders attached hereto as of the date hereof (such Persons, collectively, the “Original Equity Owner Parties”).
TAX RECEIVABLE AGREEMENT by and among SHIFT4 PAYMENTS, INC. SHIFT4 PAYMENTS, LLC the several TRA HOLDERS (as defined herein) and OTHER TRA HOLDERS FROM TIME TO TIME PARTY HERETO Dated as of [•], 2020Tax Receivable Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [●], 2020, is hereby entered into by and among Shift4 Payments, Inc., a Delaware corporation (the “Corporation”), Shift4 Payments, LLC, a Delaware limited liability company (the “LLC”), and each of the Non-Blocker TRA Holders and the Blocker TRA Holders (each as defined below) from time to time party hereto (collectively, the “TRA Holders”). Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
Shift4 Payments, Inc. [•] Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • New York
Shift4 Payments, Inc., 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 [•] shares and, at the election of the Underwriters, up to [•] additional shares of Class A common stock (“Class A Common Stock”) of the Company. The aggregate of [•] shares of Class A Common Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [•] additional shares of Class A Common Stock to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • New York
This Employment Agreement (this “Agreement”), dated as of [●], 2020, is made by and between Shift4 Payments, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Jared Isaacman (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
PURCHASE AGREEMENTPurchase Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • New York
This PURCHASE AGREEMENT (“Agreement”) is made as of May 31, 2020 (the “Effective Date”), by and between Shift4 Payments, Inc., a Delaware corporation (the “Company”), and Rook Holdings, Inc., a Delaware corporation (the “Investor”).
STOCKHOLDERS AGREEMENT OF SHIFT4 PAYMENTS, INC.Stockholders Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of [ ● ], 2020 (as it may be amended, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among Shift4 Payments, Inc., a Delaware corporation (the “Corporation”), Searchlight Capital Partners, L.P., a Delaware limited partnership (“Searchlight”), Searchlight Capital II PV L.P., a limited partnership or organized under the laws of the Cayman Islands (“Searchlight Capital PV”), Searchlight Capital II, L.P., a limited partnership or organized under the laws of the Cayman Islands (together with Searchlight Capital PV, the “Searchlight Holdcos”) and Rook Holdings, Inc., a Delaware corporation (“Rook Holdings,” and together with Searchlight, the “Original Members”). Certain terms used in this Agreement are defined in Section 7.
SHIFT4 PAYMENTS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT IPO AWARDRestricted Stock Unit Award • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
Shift4 Payments, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), in connection with its initial public offering, hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
SHIFT4 PAYMENTS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENT IPO AWARDRestricted Stock Unit Agreement • June 1st, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
Shift4 Payments, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), in connection with its initial public offering, hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
