INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into this 15th day of March, 2005 (“Agreement”), by and between VeriFone Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)
This AMENDMENT TO SENIOR MANAGEMENT AGREEMENT is dated as of June 29, 2004 (this “Amendment”), by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (the “Employer”) and Douglas G. Bergeron (the “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
FIRST AMENDMENT dated as of March 23, 2005 (this “First Amendment”) among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), the Lenders signatory hereto, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
PURCHASE AGREEMENTPurchase Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of July 1, 2002, by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest,” and together with GTCR Fund VII, the “GTCR Purchasers”) and the TCW/Crescent Purchasers (as defined herein). The GTCR Purchasers and the TCW/Crescent Purchasers are collectively referred to herein as the “Purchasers” and individually as a “Purchaser”. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
STOCKHOLDERS AGREEMENTStockholders Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of July 1, 2002 by and among (i) VeriFone Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital” and, together with GTCR Fund VII and GTCR Co-Invest, the “GTCR Investors”), (iii) the TCW/Crescent Lenders (as defined herein), (iv) each executive on the attached “Schedule of Stockholders” and any other executive employee of the Company or its Subsidiaries who, at any time, acquires securities of the Company in accordance with the terms hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Executive” and collectively, the “Executives”), and (v) VF Holding Corp., a Delaware corporation (formerly known as VeriFone Holding Corp.) (“Seller”), and each
