Fleetcor Technologies Inc Sample Contracts

FLEETCOR TECHNOLOGIES, INC. 2,750,000 Shares of Common Stock Underwriting Agreement
Fleetcor Technologies Inc • September 13th, 2013 • Services-business services, nec • New York

Certain stockholders of FleetCor Technologies, Inc., a Delaware corporation (the “Company”), named in Schedule 1 hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to Goldman, Sachs & Co. (the “Underwriter”), an aggregate of 2,750,000 shares of common stock, par value $0.001 per share (the “Stock”), of the Company. The 2,750,000 shares to be sold by the Selling Stockholders are herein called the “Shares”.

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FLEETCOR TECHNOLOGIES, INC. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • November 30th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York

FleetCor Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $0.001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding, after giving effect to (a) the conversion of (i) all outstanding shares of the Company’s Series D-1 Convert

CREDIT AGREEMENT Dated as of October 24, 2014 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as a Borrower and as a Guarantor, FLEETCOR TECHNOLOGIES, INC., as the Parent and as a Guarantor, CERTAIN FOREIGN SUBSIDIARIES OF THE PARENT, as...
Credit Agreement • November 10th, 2014 • Fleetcor Technologies Inc • Services-business services, nec • New York

This CREDIT AGREEMENT is entered into as of October 24, 2014 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), certain Foreign Subsidiaries of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 26th, 2013 • Fleetcor Technologies Inc • Services-business services, nec • New York

This CREDIT AGREEMENT is entered into as of June 22, 2011 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), certain Foreign Subsidiaries of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 29th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This INDEMNIFICATION AGREEMENT is made and executed effective as of this day of , 2010, by and between FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).

SEVENTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • February 26th, 2021 • Fleetcor Technologies Inc • Services-business services, nec • New York

This SEVENTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of November 13, 2020, is entered into by and among the following parties:

FLEETCOR TECHNOLOGIES, INC. 4,500,000 Shares of Common Stock Underwriting Agreement
Fleetcor Technologies Inc • December 3rd, 2012 • Services-business services, nec • New York

In connection with the offering of the Shares, the Company has entered into an agreement with certain of the Selling Stockholders, dated as of November 26, 2012 (the “Share Repurchase Agreement”), pursuant to which the Company has agreed to repurchase from certain of the Selling Stockholders on the Closing Date in a private transaction, shares of the Company’s Common Stock for an aggregate purchase price not to exceed $200 million (the “Concurrent Share Repurchase”) at a purchase price per share equal to the price per share at which the Underwriter will purchase the Shares from the Selling Stockholders pursuant to Section 2 of this Agreement. The Concurrent Share Repurchase is conditioned upon the closing of the sale of the Shares pursuant to this Agreement. The closing of the sale of the Shares is not contingent on the closing of the Concurrent Share Repurchase.

TENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 1st, 2022 • Fleetcor Technologies Inc • Services-business services, nec • New York

This CREDIT AGREEMENT is entered into as of October 24, 2014 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Louisiana limited liability company (the “Company”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), certain Foreign Subsidiaries of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower”), the Additional Borrower, to the extent the Additional Borrower becomes a Borrower hereunder pursuant to Section 7.12(b) (the Additional Borrower, together with the Designated Borrowers and the Company, the “Borrowers” and, each a “Borrower”), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT Dated as of November 14, 2014 among VARIOUS ENTITIES LISTED ON SCHEDULE I, as the initial Originators ANY OTHER ENTITIES THAT BECOME A PARTY HERETO AS ORIGINATORS FROM TIME TO TIME and FLEETCOR FUNDING LLC
Purchase and Sale Agreement • March 2nd, 2015 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 14, 2014 is entered into by and among the VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO (each, an “Originator”; and collectively, “Originators”), and FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”).

CREDIT AGREEMENT Dated as of June 22, 2011 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as a Borrower and as a Guarantor, FLEETCOR TECHNOLOGIES, INC., as the Parent and as a Guarantor, THE DOMESTIC SUBSIDIARIES OF THE PARENT, as Guarantors,...
Credit Agreement • June 24th, 2011 • Fleetcor Technologies Inc • Services-business services, nec • New York

This CREDIT AGREEMENT is entered into as of June 22, 2011 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), certain Foreign Subsidiaries of the Parent party hereto pursuant to Section 2.16 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 2nd, 2015 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This INVESTOR RIGHTS AGREEMENT, dated as of November 14, 2014 (this “Agreement”), is entered into by and among Ceridian LLC, a Delaware limited liability company (“Ceridian”), (together with any Permitted Transferees who become parties to this Agreement through the execution of a counterpart signature page, the “Holders”), Ceridian, as representative for the Holders (the “Holder Representative”), and FleetCor Technologies, Inc., a Delaware corporation (“Parent”).

NINTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 9th, 2021 • Fleetcor Technologies Inc • Services-business services, nec • New York

This NINTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 15, 2021, is entered into by and among the following parties:

EIGHTH AMENDMENT TO CREDIT AGREEMENT Dated as of April 24, 2020 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as the Company, FLEETCOR TECHNOLOGIES, INC., as the Parent, THE DESIGNATED BORROWERS PARTY HERETO, CAMBRIDGE MERCANTILE CORP. (U.S.A.),...
Credit Agreement • May 11th, 2020 • Fleetcor Technologies Inc • Services-business services, nec

THIS EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of April 24, 2020 (the “Eighth Amendment Effective Date”) is entered into among FleetCor Technologies Operating Company, LLC, a Louisiana limited liability company (the “Company”), FleetCor Technologies, Inc., a Delaware corporation (the “Parent”), the Designated Borrowers party hereto (including FleetCor Luxembourg Holding2, a société à responsabilité limitée incorporated under the laws of the Grand-Duchy of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 121.980), Cambridge Mercantile Corp. (U.S.A.), a Delaware corporation (the “Additional Borrower”), the other Guarantors party hereto, the Lenders party hereto (including each New Lender (as defined below)), and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender. Cap

ARRANGEMENT AGREEMENT AMONG FLEETCOR LUXEMBOURG HOLDING2 S.À.R.L. - and – FLEETCOR TECHNOLOGIES, INC. - and - CTF TECHNOLOGIES INC. Dated as of April 27, 2012
Arrangement Agreement • May 10th, 2012 • Fleetcor Technologies Inc • Services-business services, nec • British Columbia

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the Parties hereby covenant and agree as follows:

FOURTEENTH AMENDMENT TO CREDIT AGREEMENT Dated as of January 31, 2024 among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, as the Company, FLEETCOR TECHNOLOGIES, INC., as the Parent, THE DESIGNATED BORROWERS PARTY HERETO, CAMBRIDGE MERCANTILE CORP....
Credit Agreement • February 29th, 2024 • Fleetcor Technologies Inc • Services-business services, nec

THIS FOURTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of January 31, 2024 (the “Fourteenth Amendment Effective Date”) is entered into among FleetCor Technologies Operating Company, LLC, a Louisiana limited liability company (the “Company”), FleetCor Technologies, Inc., a Delaware corporation (the “Parent”), the Designated Borrowers party hereto (including FleetCor Luxembourg Holding2, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand-Duchy of Luxembourg, having its registered office at 15, boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Registry of Trade and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B 121.980), Cambridge Mercantile Corp. (U.S.A.), a Delaware corporation (the “Additional Borrower”), the other Guarantors party hereto, the Incremental Lenders (as defined below), and Bank of America, N.A.,

CREDIT AGREEMENT dated as of June 29, 2005, as amended and restated as of April 30, 2007, among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC and FLEETCOR UK ACQUISITION LIMITED, as Borrowers, FLEETCOR TECHNOLOGIES, INC., as Parent The Lenders Party...
Assignment and Assumption • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York

CREDIT AGREEMENT dated as of June 29, 2005, as amended and restated as of April 30, 2007 (this “Agreement”), among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR UK ACQUISITION LIMITED, a limited company organized under the laws of England and Wales (the “UK Borrower” and, together with the Company, the “Borrowers”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent.

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 12th, 2014 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 28, 2014 (this “Amendment”) is entered into among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), the Designated Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of February 3, 2005, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each Originator party hereto (collectively, the “Originators”).

SHARE PURCHASE AGREEMENT entered into by and among on the one part, as sellers, CCR S.A.; IVAN CORRÊA DE TOLEDO FILHO; FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES VENICE; RAÍZEN COMBUSTÍVEIS S.A.; ARTERIS S.A.; GSMP S.A.; FREELANE I, LLC; and FREELANE II,...
Share Purchase Agreement • March 18th, 2016 • Fleetcor Technologies Inc • Services-business services, nec

subject to the terms, conditions and sections of this Stock Purchase Agreement, the Sellers wish to sell all shares to the Buyer and the Buyer, in turn, wishes to buy all shares from the Seller (“Transaction”);

FLEETCOR TECHNOLOGIES, INC. SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF APRIL 1, 2009
Preferred Stock Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware
RECEIVABLES PURCHASE AND SALE AGREEMENT Dated as of November 14, 2014 among COMDATA TN, INC. and COMDATA NETWORK, INC. OF CALIFORNIA, as the Sellers and COMDATA INC. as Buyer
Receivables Purchase and Sale Agreement • March 2nd, 2015 • Fleetcor Technologies Inc • Services-business services, nec • New York

This RECEIVABLES PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 14, 2014 is entered into by and among COMDATA TN, INC., a Tennessee corporation, COMDATA NETWORK INC. OF CALIFORNIA, a California corporation (each, a “Seller”; and collectively, “Sellers”), and COMDATA INC., a Delaware corporation (the “Buyer”).

FIRST AMENDMENT TO PERFORMANCE GUARANTY
Performance Guaranty • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FIRST AMENDMENT TO PERFORMANCE GUARANTY (this “Amendment”), dated as of March 19, 2010, is entered into by and among FLEETCOR TECHNOLOGIES, INC., a corporation organized under the laws of the state of Delaware (“Holdings”), FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a limited liability company organized under the laws of the state of Georgia (“FleetCor”) (together, FleetCor and Holdings are each a “Performance Guarantor” and collectively the “Performance Guarantors”), PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, the “Administrator”), PNC, as a purchaser agent and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH (“Credit Agricole”), as a purchaser agent (together, PNC and Credit Agricole, in their capacities as purchaser agents, are each a “Purchaser Agent” and collectively the “Purchaser Agents”).

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FleetCor Technologies, Inc. and Andrew Blazye SERVICE AGREEMENT
Service Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • England and Wales
FLEETCOR TECHNOLOGIES, INC. 4,500,000 Shares of Common Stock Underwriting Agreement
Fleetcor Technologies Inc • March 12th, 2013 • Services-business services, nec • New York

Certain stockholders of FleetCor Technologies, Inc., a Delaware corporation (the “Company”), named in Schedule 1 hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to Citigroup Global Markets Inc. (the “Underwriter”), an aggregate of 4,500,000 shares of common stock, par value $0.001 per share (the “Stock”), of the Company. The 4,500,000 shares to be sold by the Selling Stockholders are herein called the “Shares”.

FLEETCOR TECHNOLOGIES, INC. EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
Employee Incentive Stock Option Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Pro Forma Combined Financial Information • March 13th, 2012 • Fleetcor Technologies Inc • Services-business services, nec

On December 13, 2011, FleetCor Technologies, Inc. (“FleetCor” or the “Company”), through its wholly-owned subsidiary, FleetCor UK Acquisition Limited (the “Acquisition Sub”), and Arval UK Group Limited (“Target’s Parent” or the “Seller”) entered into an agreement (the “Agreement”) for the sale and purchase of the entire issued share capital (the “Acquisition”) of Allstar Business Solutions Limited (“Allstar”). Pursuant to the Agreement, and subject to the conditions contained in it, the Target’s Parent sold to the Acquisition Sub all of the outstanding share capital of Allstar, which became wholly-owned by the Acquisition Sub.

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of July 8, 2008, is entered into among FLEETCOR FUNDING LLC, a Delaware limited liability company (the “Company”), and each Originator listed on the signature pages hereto (collectively, the “Originators”).

FOURTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 1st, 2011 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of February 24, 2011, is entered into among FLEETCOR FUNDING LLC (the “Seller”), FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC (the “Servicer”), the various Purchaser Agents, Conduit Purchasers and Related Committed Purchasers listed on the signature pages hereto and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, the “Administrator”).

TENTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 9th, 2022 • Fleetcor Technologies Inc • Services-business services, nec

This TENTH AMENDMENT TO FIFTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 23, 2022, is entered into by and among the following parties:

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 8, 2008, is entered into among FLEETCOR FUNDING LLC, (the “Seller”), FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, (the “Servicer”), the various Purchaser Agents, Conduit Purchasers and Related Committed Purchasers listed on the signature pages hereto, and PNC BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”).

PLEDGE AGREEMENT
Pledge Agreement • June 24th, 2011 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS PLEDGE AGREEMENT dated as of June 22, 2011 (as amended, modified, restated or supplemented from time to time, the “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

FOURTH AMENDMENT TO CREDIT AGREEMENT Dated as of August 30, 2018 among
Credit Agreement • November 8th, 2018 • Fleetcor Technologies Inc • Services-business services, nec • New York

THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 30, 2018 (the “Fourth Amendment Effective Date”) is entered into among FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company (the “Company”), FLEETCOR TECHNOLOGIES, INC., a Delaware corporation (the “Parent”), the Designated Borrowers party hereto (including FleetCor Luxembourg Holding2, a société à responsabilité limitée, incorporated under the laws of the Grand-Duchy of Luxembourg, with a share capital of EUR 143,775,650, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 121.980), Cambridge Mercantile Corp. (U.S.A.), a Delaware corporation (the “Additional Borrower”), the other Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), L/C Issuer and Swing Line Lender. Capitalize

FLEETCOR TECHNOLOGIES, INC. EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
Employee Non-Qualified Stock Option Agreement • May 20th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This option satisfies in full all commitments that the Company has to the Optionee with respect to the issuance of stock, stock options or other equity securities.

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • November 27th, 2012 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 26, 2012 by and between FleetCor Technologies, Inc., a Delaware corporation (the “Company”), and each of the entities identified on Schedule 1 hereto (each a “Seller” and collectively, the “Sellers”).

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