MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT BY AND AMONG ALLIANCE DATA NETWORK SERVICES LLC, ADS ALLIANCE DATA SYSTEMS, INC., ALLIANCE DATA SYSTEMS CORPORATION HEARTLAND ACQUISITION, LLC AND HEARTLAND PAYMENT SYSTEMS, INC. DATED AS OF MAY 2, 2008Membership Interest and Asset Purchase Agreement • May 8th, 2008 • Heartland Payment Systems Inc • Services-business services, nec • Delaware
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 2, 2008 is made by and among Alliance Data Network Services LLC, a Delaware limited liability company (the “Company”), ADS Alliance Data Systems, Inc., a Delaware corporation (“Seller”), Alliance Data Systems Corporation, a Delaware corporation (“ADSC”), Heartland Acquisition, LLC, a Delaware limited liability company (“Buyer”), and Heartland Payment Systems, Inc., a Delaware corporation (“HPS”). The Company, Seller, ADSC, Buyer, and HPS are referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
