INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement 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, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 26, 2021 0.50% Convertible Senior Notes due 2027Indenture • July 27th, 2021 • Shift4 Payments, Inc. • Services-business services, nec • New York
INDENTURE, dated as of July 26, 2021, between Shift4 Payments, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
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 • August 12th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 4, 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”).
SHIFT4 PAYMENTS, LLC SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 12th, 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 June 4, 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).
SECOND LIEN CREDIT AGREEMENT Dated as of November 30, 2017 among LIGHTHOUSE NETWORK, LLC, as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and CREDIT SUISSE...Assignment and Assumption • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Nevada
SECOND LIEN CREDIT AGREEMENT, dated as of November 30, 2017 (this “Agreement”), by and among Lighthouse Network, LLC a Delaware limited liability company (the “Borrower”), the Lenders from time to time party hereto, Credit Suisse AG, Cayman Islands Branch, (“CS”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”), and Credit Suisse Securities (USA) LLC, Citizens Bank, National Association and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 12th, 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 June 4, 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. 8,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • November 30th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • New York
The stockholders of Shift4 Payments, Inc., a Delaware corporation (the “Company”), named on Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this agreement (this “Agreement”), to the sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,000,000 shares and, at the election of the Underwriters, up to 1,200,000 additional shares of Class A common stock (“Class A Common Stock”) of the Company. The aggregate of 8,000,000 shares of Class A Common Stock to be sold by the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,200,000 additional shares of Class A Common Stock to be sold by the Selling Stockholders 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 • November 8th, 2022 • Shift4 Payments, Inc. • Services-business services, nec • New York
This Employment Agreement (this “Agreement”), dated as of August 3, 2022, effective as of August 5, 2022 (the “Effective Date”), is made by and between Shift4 Payments, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Nancy Disman (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • September 8th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Nevada
FIRST LIEN CREDIT AGREEMENT, dated as of November 30, 2017 (this “Agreement”), by and among Shift4 Payments, LLC (formerly known as Lighthouse Network, LLC), a Delaware limited liability company (the “Borrower”), the Lenders from time to time party hereto, Credit Suisse AG, Cayman Islands Branch (“CS”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank, Citizens Bank, National Association (“Citizens”), as an Issuing Bank, Deutsche Bank AG New York Branch (“DBNY”), as an Issuing Bank and Credit Suisse Securities (USA) LLC, Citizens Bank, National Association (“Citizens”) and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners (in such capacities, the “Closing Date Arrangers”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November 30, 2017 (the “Effective Date”) by and between SHIFT4 CORPORATION, a Nevada corporation having an address at 1491 Center Crossing Road, Las Vegas, Nevada 89144-7047 (the “Company” or “Shift4”), and Kevin J. Cronic, an individual having an address at #### #. ####### ####. ###-###, ### #####, ## ##### (“Employee”). The Company and Employee are collectively referred to herein as the “Parties” and individually as a “Party”.
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.
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2022 • Shift4 Payments, Inc. • Services-business services, nec • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of February 12, 2018 (the “Effective Date”) by and between Shift4 Payments, LLC, with an address at 2202 N. Irving Street, Allentown, PA 18109 (the “Company”), and Mr. David Taylor Lauber, an individual having an address at 93 Dogwood Terrace, Millington, NJ 07946 (“Employee”). The Company and Employee are collectively referred to herein as the “Parties” and, individually as a “Party”.
Merger Agreement among (1)Credorax Inc., (2) Shift 4 Payments, LLC as the Parent, (3) Shift 4 (BVI) Limited as the Parent Sub, (4) Krieg Merger Sub Limited as the Merger Sub, (5) Persons listed on Appendix A as the Sellers and (6) Binyamin Nachman as...Merger Agreement • October 26th, 2023 • Shift4 Payments, Inc. • Services-business services, nec • Virgin Islands
This Merger Agreement (hereinafter called this “Agreement”) is made as of 1 March 2022 by and among (i) Credorax Inc., a company incorporated under the laws of the British Virgin Islands with company number 1384200 with its registered office located at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands (d/b/a Finaro) (the “Company”), (ii) Shift 4 Payments, LLC, a company incorporated under the laws of Delaware having its place of address at 2202 N. Irving Street, Allentown, PA 18109 and with company number 5504461 (“Parent”), (iii) Shift 4 (BVI) Limited, a company incorporated under the laws of the British Virgin Islands with company number 2092181 with its registered office at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands (“Parent Sub”), (iv) Krieg Merger Sub Limited, a company incorporated under the laws of the British Virgin Islands with company number 2092187 with its registered office located at Com
SECOND AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • November 9th, 2023 • Shift4 Payments, Inc. • Services-business services, nec
This SECOND AMENDMENT TO THE AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Second Amendment”), dated as of June 27, 2023, is executed and delivered by Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”), pursuant to Section 2.14 of the Credit Agreement (as defined below).
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec
This FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of April 23, 2019, is by and among Shift4 Payments, LLC (formerly known as Lighthouse Network, LLC), a Delaware limited liability company (the “Borrower”), Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent (the “Administrative Agent”) and Credit Suisse, as an Additional Term Lender (as defined in the Credit Agreement referenced below) of 2019 Incremental Term Loans (as defined below) (in such capacity, the “2019 Incremental Term Loan Lender”).
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT among SHIFT4 PAYMENTS, LLC (formerly known as Lighthouse Network, LLC), as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative...First Lien Credit Agreement • February 2nd, 2021 • Shift4 Payments, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of January 29, 2021 (this “Agreement”), by and among Shift4 Payments, LLC (formerly known as Lighthouse Network, LLC), a Delaware limited liability company (the “Borrower”), the Lenders from time to time party hereto, Credit Suisse AG, Cayman Islands Branch (“CS”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank, Goldman Sachs Bank USA, as an Issuing Bank, Citibank, N.A., as an Issuing Bank, and Citizens Bank, National Association, as an Issuing Bank.
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”).
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec
This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Second Amendment”), dated as of August 28, 2019, is by and among Shift4 Payments, LLC (formerly known as Lighthouse Network, LLC), a Delaware limited liability company (the “Borrower”), the Loan Guarantors (as defined in the Credit Agreement referenced below) party hereto, the Issuing Banks (as defined in the Credit Agreement referenced below), Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent (the “Administrative Agent”) and the 2019 Incremental Revolving Lenders (as defined below).
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.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of April 12, 2016, by and between Harbortouch Payments, LLC, (the “Company”), and Jared Isaacman (“Executive”).
FIRST LIEN CREDIT AGREEMENT Dated as of November 30, 2017 among LIGHTHOUSE NETWORK, LLC as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and an Issuing Bank,...Assignment and Assumption • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Nevada
FIRST LIEN CREDIT AGREEMENT, dated as of November 30, 2017 (this “Agreement”), by and among Lighthouse Network, LLC a Delaware limited liability company (the “Borrower”), the Lenders from time to time party hereto, Credit Suisse AG, Cayman Islands Branch (“CS”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank, Citizens Bank, National Association (“Citizens”), as an Issuing Bank, Deutsche Bank AG New York Branch (“DBNY”), as an Issuing Bank and Credit Suisse Securities (USA) LLC, Citizens Bank, National Association (“Citizens”) and Deutsche Bank Securities Inc., as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers”).
SHIFT4 PAYMENTS, LLCLetter Agreement • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec
This letter (this “Letter Agreement”) confirms the mutual understanding between Shift4 Payments, LLC (the “Company”) and its subsidiary, Shift4 Corporation (“Shift4”) and Steve M. Sommers (“Sommers”) with respect to a bonus payment upon a Change of Control (as defined below) of the Company and amends certain provisions of the Employment Agreement (as defined below) between Shift4 and Sommers. Terms not otherwise herein defined shall have the meanings set forth in the Employment Agreement.
ContractFourth Supplemental Indenture • November 8th, 2022 • Shift4 Payments, Inc. • Services-business services, nec • New York
This Fourth Supplemental Indenture, dated as of March 16, 2022 (this “Supplemental Indenture”), among Shift4 Payments, LLC (the “Issuer”) and Shift4 Payments Finance Sub, Inc. (the “Co-Issuer” together with the Issuer and their successors and assigns, the “Issuers”), the Guarantors thereto and U.S. Bank Trust Company, National Association, as Trustee under the Indenture referred to below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture.
STOCKHOLDERS AGREEMENT OF SHIFT4 PAYMENTS, INC.Stockholders Agreement • August 12th, 2020 • Shift4 Payments, Inc. • Services-business services, nec • Delaware
THIS STOCKHOLDERS AGREEMENT, dated as of June 4, 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 II GWN, L.P., a Delaware limited partnership (“Searchlight GWN”), Searchlight Capital II, L.P., a Cayman Islands exempted limited partnership (“Main Fund”), Searchlight Capital II PV, L.P., a Cayman Islands exempted limited partnership (“Searchlight PV,” and together with Searchlight GWN and Seachlight Capital, 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.
THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 6th, 2020 • Shift4 Payments, Inc. • Services-business services, nec
This THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Third Amendment”), dated as of October 4, 2019, is by and among Shift4 Payments, LLC (formerly known as Lighthouse Network, LLC), a Delaware limited liability company (the “Borrower”), the Loan Guarantors (as defined in the Credit Agreement referenced below) party hereto, Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as administrative agent (the “Administrative Agent”) and Credit Suisse, as an Additional Term Lender (as defined in the Credit Agreement referenced below) of 2019-1 Incremental Term Loans (as defined below) (in such capacity, the “2019-1 Incremental Term Loan Lender”).
SHIFT4 PAYMENTS, LLCLetter Agreement • May 15th, 2020 • Shift4 Payments, Inc. • Services-business services, nec
This letter (this “Letter Agreement”) confirms the mutual understanding between Shift4 Payments, LLC (the “Company”) and its subsidiary, Shift4 Corporation (“Shift4”) and Kevin J. Cronic (“Cronic”) with respect to a bonus payment upon a Change of Control (as defined below) of the Company and amends certain provisions of the Employment Agreement (as defined below) between Shift4 and Cronic. Terms not otherwise herein defined shall have the meanings set forth in the Employment Agreement.
August 3, 2022 Brad Herring Re: Employment Separation Dear Brad:Shift4 Payments, Inc. • November 8th, 2022 • Services-business services, nec
This letter (the “Agreement”) confirms the terms of the offer made to you by Shift4 Payments Inc. (the “Company”) regarding the separation of your employment, effective as of 5:00PM EST on August 5, 2022 (the “Separation Date”). If you sign and return this letter to me on or before August 23, 2022, it shall become a binding agreement between you and the Company, and you will receive the separation benefits described herein. If you do not timely sign and return it, or if you revoke it in accordance with the terms of Section 8(d), below, you will receive no payments or benefits from the Company after the Separation Date.
