Common use of Equity Consideration Clause in Contracts

Equity Consideration. (a) As soon as practicable after the issuance of Shift4 Payments, Inc. Class A common stock in satisfaction of any portion of the Aggregate Consideration and/or Earn-Out Consideration, but subject always to Section 3.15, the Parent Group shall take all reasonable steps to procure that each Participating Equity Holder receives a holding statement from Shift4 Payments, Inc.’s security registrar confirming that the name of such Participating Equity Holder has been entered onto Shift4 Payments, Inc.’s share register, as holding the portion of the applicable equity consideration allocated to such Participating Equity Holder. Shift4 Payments, Inc.’s securities issued in consideration for 102 Shares or 102 Company Options shall be issued to the 102 Trustee under the Parent Equity Plan which shall be filed for approval under the trustee capital gains route of Section 102 of the ITO, all subject to the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling. (b) On or before the issuance of Shift4 Payments, Inc.’s Class A common stock in satisfaction of any portion of the Aggregate Consideration and/or the Earn-Out Consideration, Parent Group shall execute and lodge, in respect of the applicable equity consideration, a supplemental listing application, in accordance with the applicable NYSE regulations. Parent Group shall have no obligation to register the Closing Consideration Stock under the Securities Act. Closing Consideration Stock and Earn-Out Consideration issued to the Participating Equity Holders shall be subject to lock-in for a period as follows: (i) six months from the Closing Date with respect to one third of the Closing Consideration Stock and Earn-Out Consideration (as applicable); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. the Closing Consideration Stock and Earn-Out Consideration (as applicable); and (iii) one year from the Closing Date with the remaining third of the Closing Consideration and Earn-Out Consideration (as applicable); provided, however, that the portion of the Closing Consideration Stock and the Earn-Out Consideration issued to each Relevant Holder that delivered a written notice to the Parent Group pursuant to Section 3.16, shall be expressly excluded from the restrictions set forth in each of the foregoing clauses (i)-(iii) above. For the avoidance of doubt, the lock-in period for the Earn-Out Consideration shall not exceed the periods set out hereinabove, even if such equity is issued after the Closing Date, and any issuance of the Earn-Out Consideration due after any of the periods set out in (i)-(iii) above, shall be deemed as fully vested and released at the times mentioned above. (c) Parent Group shall take all required actions in order to file, promptly following each of the issuance dates of the Shift4 Payments, Inc.’s Class A common stock issued as Closing Consideration Stock and/or Earn-Out Consideration pursuant to this Agreement, all notices, reports and other documents required to be filed by the Parent Group with any applicable Governmental Authority with respect to the Shift4 Payments, Inc.’s Class A common stock issued to the Participating Equity Holders, and to submit promptly any additional information requested by the NYSE and any such Governmental Authority or by any applicable Laws and shall file all necessary applications in accordance with the Exchange Act and Securities Act for the listing thereon of the Shift4 Payments, Inc.’s Class A common stock in order to comply with its obligations under this Agreement in a timely manner. (d) No fractional share of Shift4 Payments, Inc.’s Class A common stock shall be issued in connection with the Merger and the consideration due thereunder, and no certificates or scrip for any such fractional shares shall be issued. Any Participating Equity Holder who would otherwise be entitled to receive a fraction of a share of Shift4 Payments, Inc.’s Class A common stock (after aggregating all fractional shares of Shift4 Payments, Inc.’s Class A common stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent). Such cash to be paid in lieu of fractional shares shall be paid by the Parent Group at the Closing (with respect to what would otherwise be fractional Closing Consideration Stock) and, as applicable upon the effect of the Earn-Out Consideration (with respect to what would otherwise be fractional Earn-Out Consideration).

Equity Consideration. Subject to SECTION 2.08(c), the Borrower agrees to pay to each Initial Lender additional interest on the Loans, payable in kind in shares of Common Stock of the Borrower (the “Equity Consideration”), which Equity Consideration shall be earned and payable as follows: (a) As soon as practicable after On the issuance of Shift4 PaymentsEffective Date, Inc. Class A common stock in satisfaction of any a portion of the Aggregate Equity Consideration and/or Earn-Out Consideration, but subject always equal to Section 3.15, the Parent Group shall take all reasonable steps to procure that each Participating Equity Holder receives a holding statement from Shift4 Payments, Inc.’s security registrar confirming that the name (i) 83,000 shares of such Participating Equity Holder has been entered onto Shift4 Payments, Inc.’s share register, as holding the portion Common Stock of the applicable equity consideration allocated to such Participating Equity Holder. Shift4 Payments, Inc.’s securities issued in consideration for 102 Shares or 102 Company Options Borrower shall be issued to the 102 Trustee under Onshore Lender, and the Parent Equity Plan which Borrower shall register on such date the Onshore Lender as the registered owner of such shares and (ii) 167,000 shares of Common Stock of the Borrower shall be filed for approval under the trustee capital gains route of Section 102 of the ITO, all subject issued to the 102 Israeli Tax Ruling or Offshore Lender, and the Interim 102 Israeli Tax Ruling.Borrower shall register on such date the Offshore Lender as the registered owner of such shares; and (b) On or before the issuance of Shift4 PaymentsTrigger Date, Inc.’s Class A common stock in satisfaction of any a portion of the Aggregate Equity Consideration and/or the Earn-Out Consideration, Parent Group shall execute and lodge, in respect equal to (i) 83,000 shares of Common Stock of the applicable equity consideration, a supplemental listing application, in accordance with the applicable NYSE regulations. Parent Group Borrower shall have no obligation to register the Closing Consideration Stock under the Securities Act. Closing Consideration Stock and Earn-Out Consideration be issued to the Participating Equity Holders Onshore Lender, and the Borrower shall be subject to lock-in for a period register on such date the Onshore Lender as follows: (i) six months from the Closing Date with respect to one third registered owner of the Closing Consideration Stock and Earn-Out Consideration (as applicable); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material such shares and (ii) the type that the Registrant treats as private or confidential. the Closing Consideration 167,000 shares of Common Stock and Earn-Out Consideration (as applicable); and (iii) one year from the Closing Date with the remaining third of the Closing Consideration and Earn-Out Consideration (as applicable); providedBorrower shall be issued to the Offshore Lender, however, that the portion of the Closing Consideration Stock and the Earn-Out Consideration issued to each Relevant Holder that delivered a written notice to Borrower shall register on such date the Parent Group pursuant to Section 3.16, shall be expressly excluded from Offshore Lender as the restrictions set forth in each registered owner of the foregoing clauses (i)-(iii) above. For the avoidance of doubt, the lock-in period for the Earn-Out Consideration shall not exceed the periods set out hereinabove, even if such equity is issued after the Closing Date, and any issuance of the Earn-Out Consideration due after any of the periods set out in (i)-(iii) above, shall be deemed as fully vested and released at the times mentioned aboveshares. (c) Parent Group The Borrower’s obligation to pay the Equity Consideration shall take all required actions in order be subject to fileeach Lender executing, promptly following each of on or prior to the issuance dates of the Shift4 PaymentsEffective Date, Inc.’s Class A common stock issued as Closing Consideration Stock and/or Earna RRA Joinder Agreement and Lock-Out Consideration Up, pursuant to this Agreement, all notices, reports which each Initial Lender shall (i) agree to the Lock-Up Period and other documents required (ii) accede to the Registration Rights Agreement and agree to be filed bound by the Parent Group with any applicable Governmental Authority with respect to the Shift4 Payments, Inc.’s Class A common stock issued to the Participating Equity Holders, and to submit promptly any additional information requested by the NYSE and any such Governmental Authority or by any applicable Laws and shall file all necessary applications in accordance with the Exchange Act and Securities Act for the listing thereon of the Shift4 Payments, Inc.’s Class A common stock in order to comply with its obligations under this Agreement in a timely mannerterms thereof. (d) No fractional share The Administrative Agent and each Initial Lender acknowledges and agrees that all shares of Shift4 PaymentsCommon Stock comprising the Equity Consideration shall, Inc.’s Class A common stock shall on the date on which such shares of Common Stock are issued to such Initial Lender as set forth herein, be issued in connection with subject to the Merger Lock-Up Period and the consideration due thereunderother provisions of the RRA Joinder Agreement and Lock-Up. (e) The Borrower, the Administrative Agent and each Lender acknowledges and agrees that all shares of Common Stock comprising the Equity Consideration shall, on the date on which such shares of Common Stock are issued to such Lender as set forth herein, be subject to the registration rights set forth in, and no certificates or scrip for other provisions of, the Registration Rights Agreement. (f) The Equity Consideration shall not be refundable under any such fractional shares shall be issued. Any Participating Equity Holder who would otherwise be entitled to receive a fraction of a share of Shift4 Payments, Inc.’s Class A common stock (after aggregating all fractional shares of Shift4 Payments, Inc.’s Class A common stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent). Such cash to be paid in lieu of fractional shares shall be paid by the Parent Group at the Closing (with respect to what would otherwise be fractional Closing Consideration Stock) and, as applicable upon the effect of the Earn-Out Consideration (with respect to what would otherwise be fractional Earn-Out Consideration)circumstances.

Equity Consideration. (a1) As soon as practicable after At the issuance Closing, subject to applicable future adjustments to the Aggregate Consideration (on a “dollar to “dollar basis, which adjustment shall be secondary to any adjustment made to the Cash Consideration pursuant to the terms herein) in consideration for the sale and transfer of Shift4 Paymentstheir Company Shares, Inc. Class A common stock in satisfaction the Purchaser shall pay to the Selling Shareholders, a total amount of any portion up to 42.857143% of the Aggregate Consideration and/or Earn-Out Consideration, but subject always minus the Secondary Sale Consideration (the “Equity Value”) by issuance of such number of Parent ADS equal to Section 3.15a quotient, the numerator of which shall be the Equity Value and the denominator of which the Effective Parent Group shall take all reasonable steps ADS Price, to procure that each Participating Equity Holder receives a holding statement from Shift4 Payments, Inc.’s security registrar confirming that the name of such Participating Equity Holder has been entered onto Shift4 Payments, Inc.’s share register, as holding the portion of the applicable equity consideration allocated to such Participating Equity Holder. Shift4 Payments, Inc.’s securities issued in consideration for 102 Shares or 102 Company Options shall be issued to the 102 Trustee under the Parent Equity Plan which shall be filed for approval under the trustee capital gains route of Section 102 of the ITO, all subject to the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling. (b) On or before the issuance of Shift4 Payments, Inc.’s Class A common stock in satisfaction of any portion of the Aggregate Consideration and/or the Earn-Out Consideration, Parent Group shall execute and lodge, in respect of the applicable equity consideration, a supplemental listing application, each Selling Shareholder in accordance with the applicable NYSE regulations. Parent Group shall have no obligation to register the Closing Consideration Stock allocation prescribed under the Securities Act. Closing Consideration Stock and EarnAllocation Certificate provided by the Company, subject to the terms hereof (the “Equity Consideration” or “Share Consideration”). (2) The Selling Shareholders (excluding the Founders who are subject to different arrangements with respect to their pro-Out rata share of the Equity Consideration) shall enter into Lock-Up Agreements (defined below) with respect to the respective Equity Consideration issued to the Participating each of them, according to which, inter-alia, their respective Equity Holders Consideration shall be subject to a six (6) month lock-in for a period as follows: up period. (i3) six months from The Founders (and if the Closing Date Founder is an entity, also each individual holding equity of such entity) shall enter into respective Lock-Up Agreements with respect to one third of the Closing Consideration Stock and Earn-Out Consideration (as applicable); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. the Closing Consideration Stock and Earn-Out Consideration (as applicable); and (iii) one year from the Closing Date with the remaining third of the Closing Consideration and Earn-Out Consideration (as applicable); provided, however, that the portion of the Closing Consideration Stock and the Earn-Out Equity Consideration issued to each Relevant Holder that delivered a written notice of them, according to the Parent Group pursuant to Section 3.16which, inter-alia, their respective Equity Consideration shall be expressly excluded from the restrictions set forth in each of the foregoing clauses subject to a twelve (i)-(iii12) above. For the avoidance of doubt, the month lock-in period for the Earn-Out Consideration shall not exceed the periods set out hereinabove, even if such equity is issued after the Closing Date, and any issuance of the Earn-Out Consideration due after any of the periods set out in (i)-(iii) above, shall be deemed as fully vested and released at the times mentioned aboveup period. (c4) Parent Group Mr. David shall take all required actions in order enter into a Holdback Agreement (as defined below), pursuant to filewhich Mr. David's Holdback Shares (defined below) shall be subject to holdback restrictions for a period of up to thirty-six (36) months, promptly following each and, subject to the provisions of the issuance dates Holdback Agreement, the Holdback Shares shall be released as follows: (i) First Tranche – Thirty-three and forty tenths of a percent (33.4%) of Mr. David's Holdback Shares shall be subject to a twelve (12) months holdback period as of the Shift4 Payments, Inc.’s Class A common stock issued as Closing Consideration Stock and/or Earn-Out Consideration pursuant to this Agreement, all notices, reports the terms of the Holdback Agreement (“Mr. David First Tranche Share Consideration”); (ii) Second Tranche – Thirty-three and other documents required thirty tenths of a percent (33.3%) of Mr. David's Holdback Shares shall be subject to be filed by a twenty-four (24) months holdback period as of the Parent Group with any applicable Governmental Authority with respect Closing pursuant to the Shift4 Payments, Inc.’s Class A common stock issued terms of the Holdback Agreement (“Mr. David Second Tranche Share Consideration”); and (iii) Third Tranche – Thirty-three and thirty tenths of a percent (33.3%) of Mr. David's Holdback Shares shall be subject to a thirty-six (36) months holdback period as of the Closing pursuant to the Participating Equity Holders, and to submit promptly any additional information requested by the NYSE and any such Governmental Authority or by any applicable Laws and shall file all necessary applications in accordance with the Exchange Act and Securities Act for the listing thereon terms of the Shift4 Payments, Inc.’s Class A common stock in order to comply with its obligations under this Holdback Agreement in a timely manner. (d) No fractional share of Shift4 Payments, Inc.’s Class A common stock shall be issued in connection with the Merger and the consideration due thereunder, and no certificates or scrip for any such fractional shares shall be issued. Any Participating Equity Holder who would otherwise be entitled to receive a fraction of a share of Shift4 Payments, Inc.’s Class A common stock (after aggregating all fractional shares of Shift4 Payments, Inc.’s Class A common stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent). Such cash to be paid in lieu of fractional shares shall be paid by the Parent Group at the Closing (with respect to what would otherwise be fractional Closing Consideration Stock) and, as applicable upon the effect of the Earn-Out Consideration (with respect to what would otherwise be fractional Earn-Out “Mr. David Third Tranche Share Consideration”).