AMENDED AND RESTATED TRANSACTION AGREEMENT dated as of May 10, 2016, between VISA INC. and VISA EUROPE LIMITEDTransaction Agreement • May 10th, 2016 • Visa Inc. • Services-business services, nec • Delaware
This AMENDED AND RESTATED TRANSACTION AGREEMENT, dated as of May 10, 2016 (this “Agreement”), is entered into by and between Visa Inc., a Delaware corporation (“VI”) and Visa Europe Limited, a company incorporated under the laws of England and Wales (“VE”), and, following its subsequent joinder hereto pursuant to Article X, and, solely for purposes of the VE Member Representative Sections, the VE Member Representative, and amends and restates in its entirety the Transaction Agreement, dated as of November 2, 2015 (the “Original Agreement”), by and between VI and VE.
AMENDED AND RESTATED AMENDMENT NO. 1 TO THE VISA EUROPE PUT–CALL OPTION AGREEMENTVisa Europe Put-Call Option Agreement • May 10th, 2016 • Visa Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED AMENDMENT NO. 1 TO THE VISA EUROPE PUT–CALL OPTION AGREEMENT (this “Amendment”) is entered into as of 10 May 2016, by and between: (i) VISA Inc., a Delaware corporation having a registered address of business at P.O. Box 8999, San Francisco, California 94128 (“Visa Inc.”); and (ii) Visa Europe Limited, a company registered in England and Wales with its registered address at One Sheldon Square, London W2 6TT (“Visa Europe”), both on behalf of itself and on behalf of the holders of the issued shares in the capital of Visa Europe from time to time (each a “Visa Europe Shareholder”), pursuant to the authority granted by the Visa Europe Shareholders to Visa Europe under Visa Europe’s articles of association, and, where applicable, the membership deeds executed by and between Visa Europe Shareholders and Visa Europe, to transfer all of the shares of the Visa Europe Shareholders with respect to the matters contemplated by the Option Agreement (as defined below), and
