0001193125-10-134183 Sample Contracts

SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This Sixth Amended and Restated Registration Rights Agreement (this “Agreement”), made as of the 1st day of April, 2009, by and among FleetCor Technologies, Inc., a Delaware corporation (the “Company”), the holders of capital stock of the Company listed on Schedule 1 hereto as Preferred Investors (each a “Preferred Investor” and collectively, the “Preferred Investors”), and the holders of capital stock of the Company listed on Schedule 1 hereto as Common Investors (each a “Common Investor” and collectively, the “Common Investors”). The Preferred Investors and Common Investors are sometimes collectively referred to herein as the “Investors.”

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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
SIXTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Delaware

This Sixth Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of the 1st day of April, 2009, by and among FleetCor Technologies, Inc., a Delaware corporation (the “Company”), the persons identified on Exhibit A hereto under the heading entitled “Common Investors” (collectively referred to as the “Common Investors” and individually as a “Common Investor”), the persons identified on Exhibit A hereto under the heading entitled “Preferred Investors” (collectively referred to as the “Preferred Investors” and individually as a “Preferred Investor”), and each person who shall, after the date hereof, acquire shares of the Company’s capital stock, and join in and become a party to this Agreement by executing and delivering to the Company an Instrument of Accession in the form of Exhibit B hereto or otherwise. The Common Investors and the Preferred Investors are collectively referred to as the “Investors.”

EMPLOYEE NONCOMPETITION, NONDISCLOSURE AND DEVELOPMENTS AGREEMENT September 25,2000
Nondisclosure and Developments Agreement • June 8th, 2010 • Fleetcor Technologies Inc • Services-business services, nec • Louisiana

In consideration and as a condition of my employment by Fleetman, Inc. (the “Company”), I, Ronald F. Clarke, hereby agree with the Company as follows:

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