CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, CPI CARD GROUP INC., as Parent and CPI CG Inc. and such additional Borrowers from time to time party hereto, as...Credit Agreement • March 16th, 2021 • CPI Card Group Inc. • Short-term business credit institutions • New York
THIS CREDIT AGREEMENT, is entered into as of March 15, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, a national banking association, as administrative and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CPI CARD GROUP INC., a Delaware corporation (“Parent”), CPI CG Inc., a Delaware corporation (“CPI CG”) and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • March 16th, 2021 • CPI Card Group Inc. • Short-term business credit institutions • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of March 15, 2021, by and among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2015 • CPI Card Group Inc. • Short-term business credit institutions • Illinois
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 15, 2015 by and among CPI Card Group Inc., a Delaware corporation (the “Company”) and Tricor Pacific Capital Partners (Fund IV), LP (“Tricor Canada”) and Tricor Pacific Capital Partners (Fund IV) US, LP (“Tricor US” and, together with Tricor Canada, the “Tricor Funds”).
FIRST LIEN CREDIT AGREEMENT dated as of August 17, 2015 among CPI CARD GROUP INC. as Holdings, CPI ACQUISITION, INC., as the Borrower, The Lenders from time to time party hereto, and THE BANK OF NOVA SCOTIA, as Administrative Agent and Collateral AgentFirst Lien Credit Agreement • September 1st, 2015 • CPI Card Group Inc. • Short-term business credit institutions • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 17, 2015 (this “Agreement”), among CPI Card Group Inc., a Delaware corporation (“Holdings”), CPI Acquisition, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto, The Bank of Nova Scotia (in its individual capacity, “Scotiabank”), as Administrative Agent (in such capacity, the “Administrative Agent”) for the several financial institutions from time to time party to this Agreement that extend Term Loans or Revolving Loans to the Borrower (collectively, the “Lenders” and individually each a “Lender”) and as Collateral Agent for the Secured Parties under the Security Documents.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 4th, 2015 • CPI Card Group Inc. • Short-term business credit institutions • Delaware
This Indemnification Agreement (“Agreement”) is made effective as of this day of August, 2015 by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and the undersigned officer, director or employee of the Company (“Indemnitee”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 8th, 2022 • CPI Card Group Inc. • Commercial printing • New York
THIS CREDIT AGREEMENT, is entered into as of March 15, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, (“Wells Fargo”), as administrative and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CPI CARD GROUP INC., a Delaware corporation (“Parent”), CPI CG Inc., a Delaware corporation (“CPI CG”) and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • October 21st, 2015 • CPI Card Group Inc. • Short-term business credit institutions • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2015 by and among CPI Card Group Inc., a Delaware corporation (the “Company”), Tricor Pacific Capital Partners (Fund IV), Limited Partnership, a British Columbia limited partnership (“Tricor Canada”), and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership, a Delaware limited partnership (“Tricor US” and, together with Tricor Canada, the “Investors”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.001 per share (the “Common Stock”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • September 29th, 2017 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is effective as of September 25, 2017 (the “Effective Date”), by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Scott Scheirman, an individual (the “Employee”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 8th, 2017 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of September 25, 2017 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the CPI Card Group Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 5th, 2023 • CPI Card Group Inc. • Commercial printing • Colorado
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of _________, 2023 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 7th, 2024 • CPI Card Group Inc. • Commercial printing • Colorado
WHEREAS, the Company desires from time to time to grant Awards with respect to Shares to certain key Employees, Directors and Consultants of the Company and its Subsidiaries or Affiliates;
STOCK REPURCHASE AGREEMENT DATED AS OF MARCH 11, 2024 BY AND AMONG TRICOR PACIFIC CAPITAL PARTNERS (FUND IV) US, LP and CPI CARD GROUP INC.Stock Repurchase Agreement • March 15th, 2024 • CPI Card Group Inc. • Commercial printing
STOCK REPURCHASE AGREEMENT, dated as of March 11, 2024 (this “Agreement”), by and between Tricor Pacific Capital Partners (Fund IV) US, LP, a Delaware limited partnership (“Parallel49”) and CPI Card Group Inc., a Delaware corporation (“CPI”).
CPI Card Group Inc.CPI Card Group Inc. • November 6th, 2019 • Short-term business credit institutions • Colorado
On behalf of CPI Card Group Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”).
CPI Card Group Inc.Retention Agreement • November 6th, 2019 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
On behalf of CPI Card Group Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”).
CPI CG Inc., as the Issuer, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Notes Collateral Agent 8.625% Senior Secured Notes due 2026 INDENTURE Dated as of March 15, 2021Passu Intercreditor Agreement • March 16th, 2021 • CPI Card Group Inc. • Short-term business credit institutions • New York
INDENTURE dated as of March 15, 2021, by and between CPI CG INC. (the “Issuer”), CPI CARD GROUP, INC. a Delaware corporation (“Holdings”), the other GUARANTORS party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Notes Collateral Agent”).
INTERCREDITOR AGREEMENT dated as of March 6, 2020 among GUGGENHEIM CREDIT SERVICES, LLC, as Super Senior Credit Agreement Collateral Agent, GLAS AMERICAS LLC, as Initial First Lien Collateral Agent, and Each additional REPRESENTATIVE from time to time...Intercreditor Agreement • May 6th, 2020 • CPI Card Group Inc. • Short-term business credit institutions • New York
INTERCREDITOR AGREEMENT dated as of March 6, 2020 (the “Closing Date”) (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this “Agreement”), among GUGGENHEIM CREDIT SERVICES, LLC, as Representative for the Super Senior Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Super Senior Credit Agreement Collateral Agent”), GLAS AMERICAS LLC, as Representative for the Initial First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial First Lien Collateral Agent”), each additional First Lien Priority Representative and Super Senior Representative that from time to time becomes a party hereto pursuant to Section 9.09, and acknowledged and agreed by CPI ACQUISITION, INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), and the other Grantors (as defined below) party hereto.
FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • December 13th, 2016 • CPI Card Group Inc. • Short-term business credit institutions • Illinois
THIS FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Amendment”) is entered into as of December 8, 2016 (the “Effective Date”), by and between David Brush (the “Employee”) and CPI Card Group-Colorado, Inc. (the “Company”). Any terms used but not defined herein shall have the same meaning as in that certain Employment and Non-Competition Agreement, effective June 22, 2015, by and between CPI Acquisition, Inc. and the Employee (the “Employment Agreement”).
CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 5th, 2021 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of September 21, 2021 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and the undersigned (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
SUPER SENIOR CREDIT AGREEMENT dated as of March 6, 2020 among CPI CARD GROUP INC. as Holdings, CPI ACQUISITION, INC., as the Borrower, The Lenders from time to time party hereto, and GUGGENHEIM CREDIT SERVICES, LLC, as Administrative Agent and...Super Senior Credit Agreement • May 6th, 2020 • CPI Card Group Inc. • Short-term business credit institutions • New York
SUPER SENIOR CREDIT AGREEMENT dated as of March 6, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), among CPI Card Group Inc., a Delaware corporation (“Holdings”), CPI Acquisition, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto, and Guggenheim Credit Services, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the several financial institutions from time to time party to this Agreement that extend Term Loans to the Borrower (collectively, the “Lenders” and individually each a “Lender”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties under the Security Documents.
CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORSRestricted Stock Unit Agreement • November 5th, 2021 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of September 21, 2021 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and the undersigned (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2023 • CPI Card Group Inc. • Commercial printing
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of December 13, 2022 (the “Effective Date”), by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin, an individual (the “Employee”).
FIRST AMENDMENT OF THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • April 20th, 2017 • CPI Card Group Inc. • Short-term business credit institutions
THIS FIRST AMENDMENT of the EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into effective as of April 17, 2017 (the “Effective Date”), by and between CPI Card Group Inc., a Delaware corporation which was formerly known as CPI Acquisition, Inc. (the “Company”) and Steve Montross, an individual (the “Employee”).
NONQUALIFIED STOCK OPTION AGREEMENT FOR UNITED KINGDOM PARTICIPANTSNonqualified Stock Option Agreement • November 8th, 2017 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of September 25, 2017 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the CPI Card Group Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
AMENDMENT TO CREDIT AGREEMENT July 10, 2020Credit Agreement • August 5th, 2020 • CPI Card Group Inc. • Short-term business credit institutions
This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of the date hereof, is made by and among CPI CG INC., a Delaware corporation (the “Borrower”), CPI CARD GROUP INC., a Delaware corporation (“Holdings”), the other Loan Parties, the Lenders party hereto (the “Consenting Lenders”), GLAS USA LLC, as administrative agent for the lenders (in such capacity, the “Administrative Agent”), and GLAS Americas LLC, as collateral agent for the lenders (in such capacity, the “Collateral Agent”, and together with the Administrative Agent, the “Agents” and each an “Agent”)).
CPI CARD GROUP INC. OMNIBUS INCENTIVE PLAN CASH PERFORMANCE UNIT AGREEMENTCash Performance Unit Agreement • May 4th, 2017 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
This CASH PERFORMANCE UNIT AGREEMENT (this “Agreement”) is made effective as of March 22, 2017 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and ___________________ (the “Participant”), pursuant to the CPI Card Group Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
CPI Card Group Inc.CPI Card Group Inc. • March 6th, 2019 • Short-term business credit institutions • Colorado
On behalf of CPI Card Group Inc. (the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”).
CPI Card Group Inc.Retention Agreement • November 3rd, 2020 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
On behalf of CPI Card Group Inc. and its subsidiaries (or their respective successors) (collectively, the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”).
CPI CARD GROUP INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 9th, 2023 • CPI Card Group Inc. • Commercial printing • Colorado
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of ___ (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and Lane Dubin (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
FIRST LIEN AMENDING AGREEMENTFirst Lien Amending Agreement • May 6th, 2020 • CPI Card Group Inc. • Short-term business credit institutions • New York
FIRST LIEN CREDIT AGREEMENT dated as of August 17, 2015 (as amended by the First Amendment and the First Lien Amending Agreement and as further amended, modified, extended, restated, replaced, or supplemented from time to time, this “Agreement”), among CPI Card Group Inc., a Delaware corporation (“Holdings”), CPI Acquisition, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto, The Bank of Nova Scotia (in its individual capacity, “Scotiabank”)GLAS USA LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the several financial institutions from time to time party to this Agreement that extend Term Loans or Revolving Loans to the Borrower (collectively, the “Lenders” and individually each a “Lender”) and GLAS AMERICAS LLC, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties under the Security Documents.
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • September 30th, 2015 • CPI Card Group Inc. • Short-term business credit institutions
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into effective as of April 22, 2009 (the “Effective Date”), by and between CPI Acquisition, Inc., a Delaware corporation and any subsidiary thereof (together, the “Company”) and Steve Montross, an individual (the “Employee”).
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTOmnibus Incentive Plan Restricted Stock Unit Agreement • March 7th, 2024 • CPI Card Group Inc. • Commercial printing • Colorado
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made effective as of the Grant/Award Date set forth on the Notice hereto (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and the participant forth on the Notice hereto (the “Participant”), pursuant to the CPI Card Group Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
Purchase and Sale AgreementPurchase and Sale Agreement • August 7th, 2015 • CPI Card Group Inc. • Short-term business credit institutions • Delaware
This Purchase and Sale Agreement (herein the “Agreement”), is made this 22nd day of August, 2014, by and among WILLIAM S. DINKER (“Dinker”), KATHERINE S. NEVILL (“Nevill”), BOBBY SMITH (“Smith”) and TOM HEDRICH (“Hedrich” and collectively with Dinker, Nevill and Smith, the “Management Sellers” and individually, a “Management Seller”), WILLIAM S. DINKER 2012 TRUST FOR EDWARD MCCULLOUGH DINKER, a Tennessee trust (“ED Trust”), WILLIAM S. DINKER 2012 TRUST FOR JOHN WALSH DINKER, a Tennessee trust (“JD Trust”), WILLIAM S. DINKER 2012 TRUST FOR WILLIAM S. DINKER III, a Tennessee trust (“WD Trust” and collectively with the Management Sellers, ED Trust and JD Trust, the “Sellers” and individually a “Seller”), EFT SOURCE, INC., a Tennessee corporation (the “Company”), CPI ACQUISITION, INC., a Delaware corporation (the “Purchaser”), and Dinker, not individually but in his capacity as representative of the Sellers (“Sellers’ Representative”).
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • August 7th, 2015 • CPI Card Group Inc. • Short-term business credit institutions
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Agreement”), is entered into this 1st day of October, 2008 (the “Effective Date”), by and between Metaca Corporation, a Canadian corporation (the “Company”), and Anna P. Rossetti, an individual (the “Employee”).
OMNIBUS INCENTIVE PLANStock Option Agreement • November 8th, 2017 • CPI Card Group Inc. • Short-term business credit institutions • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of September 25, 2017 (the “Grant Date”) by and between CPI Card Group Inc., a Delaware corporation (the “Company”), and ______________________ (the “Participant”), pursuant to the CPI Card Group Inc. Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
CPI Card Group Inc.Retention Agreement • November 3rd, 2020 • CPI Card Group Inc. • Short-term business credit institutions • Colorado
On behalf of CPI Card Group Inc. and its subsidiaries (or their respective successors) (collectively, the “Company”), I am pleased to offer you the opportunity to receive a retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”).
