NCR Corp Sample Contracts

1 Exhibit 10.15 CREDIT AGREEMENT
NCR Corp • November 22nd, 1996 • Services-computer processing & data preparation • London
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EXHIBIT 10.1 NCR CORPORATION 7.125% Senior Notes due 2009 Purchase Agreement
NCR Corp • August 14th, 2002 • Calculating & accounting machines (no electronic computers) • New York
June 7, 1996
Letter Agreement • October 31st, 1996 • NCR Corp • Services-computer processing & data preparation
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Rights Agreement • March 19th, 1997 • NCR Corp • Services-computer processing & data preparation • Maryland
Contract
Credit Agreement • October 26th, 2012 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

SECOND AMENDMENT dated as of August 22, 2012 (this “Amendment”) among NCR CORPORATION (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) relating to the CREDIT AGREEMENT dated as of August 22, 2011 (as previously amended or amended and restated and in effect prior to the effectiveness of this Agreement, the “Existing Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and the Administrative Agent.

CHANGE-IN-CONTROL AGREEMENT
Control Agreement • August 13th, 1997 • NCR Corp • Services-computer processing & data preparation
EXHIBIT 10.1(c) SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 13th, 2001 • NCR Corp • Calculating & accounting machines (no electronic computers)
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

This REGISTRATION RIGHTS AGREEMENT dated December 19, 2013 (this “Agreement”), is entered into by and among NCR Corporation, a Maryland corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).

PURCHASE AND MANUFACTURING SERVICES AGREEMENT
Agreement • August 13th, 1998 • NCR Corp • Services-computer processing & data preparation • New York
NCR CORPORATION AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 5.125% Senior Notes due 2029 INDENTURE Dated as of April 6, 2021 U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • April 7th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

INDENTURE dated as of April 6, 2021, among NCR CORPORATION, a Maryland corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

RECEIVABLES FINANCING AGREEMENT Dated as of November 21, 2014 by and among NCR RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and NCR...
Receivables Financing Agreement • November 25th, 2014 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 21, 2014 by and among the following parties:

1 2 GA 3638 CONTRACT NO. G18173D
Volume Purchase Agreement • March 19th, 1997 • NCR Corp • Services-computer processing & data preparation
1 EXHIBIT 2 DISTRIBUTION AGREEMENT BY AND BETWEEN
Distribution Agreement • March 19th, 1997 • NCR Corp • Services-computer processing & data preparation • New York
Senior Executive Team NCR Corporation 2017 Stock Incentive Plan
Restricted Stock Unit Award Agreement • May 5th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers)

Congratulations on your award of performance-based restricted stock units of NCR Common Stock as part of NCR’s 2023 compensation program. The Compensation and Human Resources Committee of our Board of Directors (the “Committee”) approved your award in anticipation of your future contributions to the success of NCR. The award also recognizes your past performance and upholds our commitment to rewarding our higher performers. This award is an opportunity to celebrate your achievements and to continue to expand your ownership stake in NCR.

NCR Corporation 2017 Stock Incentive Plan
Restricted Stock Unit Award Agreement • May 7th, 2019 • NCR Corp • Calculating & accounting machines (no electronic computers)

You have been awarded time-based restricted stock units (“Stock Units”) from NCR Corporation. See www.netbenefits.fidelity.com for your award details, including effective date (“Grant Date”). Your award is subject to the terms of this Agreement, including non-competition and other restrictive covenants. Your award is also subject to the NCR Corporation 2017 Stock Incentive Plan terms, as may be amended from time to time (“Plan”), which defines capitalized terms not defined herein.

SEVENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • October 17th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 30, 2021 by and among the following parties:

REGISTRATION RIGHTS AGREEMENT by and among NCR CORPORATION, and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of December 4, 2015
Registration Rights Agreement • December 7th, 2015 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 4, 2015, by and among NCR CORPORATION, a Maryland corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the “Purchasers” and each, a “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Investors” and individually each as an “Investor”.

Without Prejudice Exhibit 10.1 Subject to Contract May 26, 1999
Termination Agreement • August 13th, 1999 • NCR Corp • Services-computer processing & data preparation • Ohio
Contract
Second Supplemental Indenture • November 14th, 2023 • NCR VOYIX Corp • Calculating & accounting machines (no electronic computers) • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 14, 2023, among NCR Corporation (or its successor), a Maryland corporation (the “Company”),NCR Atleos, LLC, a Delaware limited liability company and a subsidiary of the Company (the “New Guarantor”), ATM National, LLC, a Delaware limited liability company (“ATM National”), Cardtronics Holdings, LLC, a Delaware limited liability company (“Cardtronics Holdings”), Cardtronics, Inc., a Delaware corporation (“Cardtronics”), Cardtronics USA, Inc., a Delaware corporation (“Cardtronics USA”), CATM Holdings LLC, a Delaware limited liability company (“CATM Holdings”), NCR International, Inc., a Delaware corporation (collectively with ATM National, Cardtronics Holdings, Cardtronics, Cardtronics USA and CATM Holdings, the “Existing Guarantors”), and COMPUTERSHARE TRUST COMPANY, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”).

AGREEMENT AND PLAN OF MERGER among NCR Corporation Moon S.P.V. (Subsidiary) Ltd. and Retalix Ltd. Dated as of November 28, 2012
Agreement and Plan of Merger • February 7th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

AGREEMENT AND PLAN OF MERGER, dated as of November 28, 2012 (this “Agreement”), among NCR Corporation, a Maryland corporation (“Parent”), Moon S.P.V. (Subsidiary) Ltd, a private company formed under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Retalix Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and the Company is referred to individually as a “party” and collectively as the “parties.” Capitalized terms used in this Agreement are defined in Section 1.

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FORM OF AWARD AGREEMENT 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement NCR Corporation 2013 Stock Incentive Plan
Form of Award Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers)

You have been awarded a number of performance-based restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan as amended from time to time (the “Plan”), which number is described on the restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third party Plan administrator (the “TPA”) for NCR Corporation (referred to herein as “NCR” or the “Company”), effective as of the date of grant of this award (the “Grant Date”), subject to the terms and conditions of this 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.

NONCOMPETITION AGREEMENT
Noncompetition Agreement • July 25th, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers) • Georgia

THIS NONCOMPETITION AGREEMENT (this “Agreement”), is made and entered into this 11th day of July 2011, by and between Alon Goren, an individual resident of the State of Georgia (“Shareholder”), Radiant Systems, Inc., a Georgia corporation, (“Company”), and NCR Corporation, a Maryland corporation (“Buyer”).

ACQUISITION AGREEMENT AMONG CARDTRONICS PLC, CARDTRONICS USA, INC. AND NCR CORPORATION Dated as of January 25, 2021
Acquisition Agreement • January 25th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

This ACQUISITION AGREEMENT, dated as of January 25, 2021 (this “Agreement”), is entered into by and among Cardtronics plc, a public limited company incorporated in England and Wales (registered no. 10057418) (the “Company”), NCR Corporation, a Maryland corporation (“BidCo”) and, solely for purposes of Section 8.2, Section 8.4 and Article IX, Cardtronics USA, Inc., a corporation incorporated in Delaware and a wholly owned subsidiary of the Company (the “Company Sub”, and, together with BidCo and the Company, the “Parties” and each, a “Party”).

ASSET PURCHASE AGREEMENT by and among REDBOX AUTOMATED RETAIL, LLC and NCR CORPORATION dated as of February 3, 2012
Asset Purchase Agreement • March 4th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • Delaware

This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 3, 2012, by and among NCR Corporation, a Maryland corporation ("Seller") and Redbox Automated Retail, LLC, a Delaware limited liability company ("Buyer").

CANADIAN PURCHASE AND SALE AGREEMENT Dated as of September 30, 2021 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, and NCR CANADA RECEIVABLES LP, as Buyer, and NCR CANADA CORP., as Canadian Servicer, and PNC BANK, NATIONAL...
Canadian Purchase and Sale Agreement • October 5th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • Ontario

This CANADIAN PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 30, 2021 is entered into among the various entities listed on Schedule I hereto or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), NCR CANADA RECEIVABLES LP, an Ontario limited partnership (the “Limited Partnership”), by its sole general partner NCR CANADA RECEIVABLES GP CORP., an Ontario corporation (the “Canadian GP” and, together with the Limited Partnership, the “Buyer”), NCR CANADA CORP., a Nova Scotia unlimited company, as initial servicer (the “Canadian Servicer”), and PNC Bank, National Association, in its capacity as contractual representative for the Purchaser Parties (the “Administrative Agent”).

AGREEMENT AND PLAN OF MERGER Among RADIANT SYSTEMS, INC., NCR CORPORATION and RANGER ACQUISITION CORPORATION Dated as of July 11, 2011
Agreement and Plan of Merger • July 12th, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers) • Georgia

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 11, 2011 among Radiant Systems, Inc., a Georgia corporation (the “Company”), NCR Corporation, a Maryland corporation (“Buyer”), and Ranger Acquisition Corporation, a Georgia corporation (“Merger Sub”) and a wholly-owned subsidiary of Buyer.

Contract
Credit Agreement • May 1st, 2020 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

FIRST AMENDMENT dated as of October 7, 2019 (this “Amendment”) to the CREDIT AGREEMENT dated as of August 22, 2011, as amended and restated as of July 25, 2013, as further amended and restated as of March 31, 2016, and as further amended and restated as of August 28, 2019, among NCR CORPORATION (the “Borrower”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) (as amended and in effect prior to the effectiveness of this Amendment, the “Credit Agreement”).

NCR 2006 Stock Incentive Plan
Restricted Stock Unit Agreement • May 2nd, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers)

You have been awarded a number of restricted stock units (the “Stock Units”) under the NCR Corporation 2006 Stock Incentive Plan, as amended and restated effective December 31, 2008 (the “Plan”), as described on the restricted stock unit information page on the website of the third party Plan administrator for NCR Corporation (referred to herein, together with its affiliate companies, as “NCR”), effective as of the date of grant of this award (the “Grant Date”), subject to the terms and conditions of this 2011 Restricted Stock Unit Agreement (this “Agreement”) and the Plan.

PERFORMANCE GUARANTY
Performance Guaranty • October 5th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York

This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of September 30, 2021, is made by NCR CORPORATION, a Maryland corporation (the “Performance Guarantor” and, in its individual capacity, “NCR”), in favor of PNC BANK, NATIONAL ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of itself and the other Secured Parties under the Receivables Purchase Agreement defined below. Capitalized terms used, but not otherwise defined herein shall have the respective meanings assigned thereto in the Receivables Purchase Agreement referred to below or, if not defined therein, the respective meanings assigned thereto in the U.S. Purchase and Sale Agreement or Canadian Purchase and Sale Agreement, as applicable, referred to below.

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of March 10, 2017 by and between NCR Corporation, a Maryland corporation (the “Company”), Blackstone BCP VI SBS ESC Holdco L.P., a Delaware limited partnership (“BCP SBS”), Blackstone NCR Holdco L.P., a Delaware limited partnership (“BCP Holdco”), BTO NCR Holdings - ESC L.P., a Delaware limited partnership (“BTO ESC”) and BTO NCR Holdings L.P., a Delaware limited partnership (“BTO Holdco” and, together with BCP SBS, BCP Holdco and BTO ESC, the “Sellers”).

NCR 2006 Stock Incentive Plan
Restricted Stock Unit Agreement • December 16th, 2008 • NCR Corp • Calculating & accounting machines (no electronic computers)

You have been awarded a number of restricted stock units (the “Stock Units”) under the 2006 Stock Incentive Plan (the “Plan”) of NCR Corporation (“NCR”), as described on the restricted stock unit information page on the website of NCR’s third party Plan administrator (the “Information Page”), subject to the terms and conditions of this 2009 Restricted Stock Unit Agreement (this “Agreement”) and the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2023 • NCR VOYIX Corp • Calculating & accounting machines (no electronic computers) • Georgia

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2023 and effective of the Effective Date (as defined below), is made by and between NCR Corporation (to be renamed NCR Voyix Corporation), a Maryland corporation (the “Company”), and David Wilkinson (“Executive”) (each a “Party”).

July 11, 2011 Mr. Andrew S. Heyman Chief Operating Officer Radiant Systems, Inc.
Award Agreement • July 25th, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers) • Georgia
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