CREDIT AGREEMENT Dated as of October 30, 2017Credit Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of October 30, 2017 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec
THIS SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into as of October 30, 2017 among i3 VERTICALS, LLC, a Delaware limited liability company (the "Borrower"), the other parties identified as "Obligors" on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, individually an "Obligor", and collectively the "Obligors") and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent") for the holders of the Secured Obligations (defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
INDEMNIFICATION AGREEMENT, dated as of [●], 2018, by and among i3 Verticals, Inc., a Delaware corporation (the “Company”), and the director and/or officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).
ELEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This First Amended and Restated Loan Agreement (this “Agreement”) is entered into as of January 9, 2015, by i3 VERTICALS, LLC (“i3 VERTICALS”), a Delaware limited liability company formerly known as Charge Payment, LLC, CP-PS, LLC (“CP-PS”), a Delaware limited liability company; CP-DBS, LLC (“CP-DBS”), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. (“i3 Management”), a Delaware corporation, i3-RS, LLC (“i3-RS”), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company (“i3-EZ”), i3-LL, LLC, a Delaware limited liability company (“i3-LL”), i3-PBS, LLC, a Delaware limited liability company (“i3-PBS”), i3-INFIN, LLC, a Delaware limited liability company (“i3-Infin”), i3-BP, LLC, a Delaware limited liability company (“i3-BP”), i3-Axia, LLC, a Delaware limited liability company (“i3-Axia”), i3-Randall, LLC, a Delaware limited liability company (“i3-Randall”), i3-CSC, LLC, a Delaware limited liability company (“i3-CSC”), i3-TS, LL
THIRTEENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Thirteenth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of December 18, 2017 (the "Effective Date"), by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company ("i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3- CSC, LLC, a Delaware limit
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Fifth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of April 29, 2016, by i3 VERTICALS, LLC (''i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), and i3- BP, LLC, a Delaware limited liability company ("i3-BP")
STOCK PURCHASE AGREEMENT BY AND BETWEEN i3-SDCR, INC. AS BUYER ANDStock Purchase Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Fourth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of January 11, 2015, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), and i3-BP, LLC, a Delaware limited liability company ("i3-BP")
TWELFTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Twelfth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of November 30, 2017 (the "Effective Date"), by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company ("i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3-CSC, LLC, a Delaware limited l
MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG i3 VERTICALS, LLC AS ACQUIROR, FPI HOLDINGS, INC. AS THE TRANSFEROR AND CRAIG SHAPERO AS OWNERMembership Interest Purchase and Contribution Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of August 1, 2017, and is effective as of August 1, 2017 at 12:01 a.m. Nashville, Tennessee time (the “Effective Time”) by and among i3 Verticals, LLC, a Delaware limited liability company (“Acquiror”), FPI Holdings, Inc., a Virginia corporation (“Transferor”) and Craig Shapero, a resident of the Commonwealth of Virginia (the “Owner”, together with Transferor, “Transferor Parties”). Together, Transferor Parties and Acquiror shall be referred to as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This EMPLOYMENT AGREEMENT ("Agreement") is effective as of May 5, 2014 (the "Effective Date") by and between CHARGE PAYMENT, LLC, a Delaware limited liability Company (the "Company"), and CLAY M. WHITSON ("Employee").
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This First Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of April 23, 2015, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), i3-RS, LLC ("i3-RS"), a Delaware limited liability company, and i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ") (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, i3 Management, and i3-RS are the "Existing Borrowers," and the Existing Borrowers and i3-EZ, are, collectively, "Borrowers"); CLARITAS CAPITAL SPECIALTY DEBT FUND, L.P. ("CCSD I"), a Delaware limited partnership; CCSD II, L.P. ("CCSD II
i3 VERTICALS, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between i3 Verticals, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the i3 Verticals Inc. 2018 Equity Incentive Plan (the “Plan”).
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Eighth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of December 21, 2016, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2018 by and among i3 Verticals, Inc., a Delaware corporation (the “Corporation”), and each Person that holds Common Units (defined below) that has signed this Agreement (such Persons, collectively, the “Members”).
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Tenth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment'') is entered into as of August 1, 2017, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company ("i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3-CSC, LLC, a Delaware limited liability company ("i3-CSC")
TAX RECEIVABLE AGREEMENT by and among i3 VERTICALS, INC. i3 VERTICALS, LLC the several MEMBERS (as defined herein) andTax Receivable Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT, dated as of [ ] [ ], 2018, is hereby entered into by and among i3 Verticals, Inc., a Delaware corporation (the “Corporation”), i3 Verticals, LLC, a Delaware limited liability company (the “LLC”), and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Sixth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of May 12, 2016, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), and i3-
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Second Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this “Amendment”) is entered into as of June 25, 2015, by i3 VERTICALS, LLC (“i3”), a Delaware limited liability company; CP-TOPS, LLC (“CP-TOPS”), a Delaware limited liability company; CP-USDC, LLC (“CP-USDC”), a Delaware limited liability company; CP-PS, LLC (“CP-PS”), a Delaware limited liability company; CP-APS, LLC (“CP-APS”), a Delaware limited liability company; CP-DBS, LLC (“CP-DBS”), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. (“i3 Management”), a Delaware corporation, i3-RS, LLC (“i3-RS”), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company (“i3-EZ”), i3-LL, LLC, a Delaware limited liability company (“i3-LL” ), and i3-PBS, LLC, a Delaware limited liability company ( “i3-PBS”) (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, CP-DBS, i3 Management, i3-RS, and i3-EZ are the “Existing Borrowers,” and the Existing B
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into as of May 10, 2017 by and between i3 Verticals, LLC, a Delaware limited liability Company (the "Company"), and Paul Maple, a resident of the State of Tennessee ("Employee") to be effective as of the employment commencement date of Employee, which is anticipated to be June 5, 2017 (the "Effective Date").
SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Seventh Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of June 30, 2016, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-A
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Ninth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of March 31, 2017, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company (''i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3-CSC, LLC, a Delaware limited liability company ("i3-CSC")
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee
This Third Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this “Amendment”) is entered into as of August 11, 2015, by i3 VERTICALS, LLC (“i3”), a Delaware limited liability company; CP-TOPS, LLC (“CP-TOPS”), a Delaware limited liability company; CP-USDC, LLC (“CP-USDC”), a Delaware limited liability company; CP-PS, LLC (“CP-PS”), a Delaware limited liability company; CP-APS, LLC (“CP-APS”), a Delaware limited liability company; CP-DBS, LLC (“CP-DBS”), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. (“i3 Management”), a Delaware corporation, i3-RS, LLC (“i3-RS”), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company (“i3-EZ”), i3-LL, LLC, a Delaware limited liability company (“i3-LL”), i3-PBS, LLC, a Delaware limited liability company (“i3-PBS”), and i3-Infin, LLC, a Delaware limited liability company (“i3-Infin”) (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, CP-DBS, i3 Management,
