I3 Verticals, Inc. Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 9, 2019 among i3 VERTICALS, LLC, as the Borrower, i3 VERTICALS, INC. and THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent,...
Credit Agreement • May 13th, 2019 • I3 Verticals, Inc. • Services-business services, nec • New York

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 9, 2019 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

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CREDIT AGREEMENT Dated as of May 8, 2023 among i3 VERTICALS, LLC, as the Borrower, i3 VERTICALS, INC. and THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender and...
Credit Agreement • May 9th, 2023 • I3 Verticals, Inc. • Services-business services, nec • New York

This CREDIT AGREEMENT is entered into as of May 8, 2023 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

February [12]1[13]2, 2020
Letter Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by i3 Verticals, Inc. (“Company”) to [Dealer Name] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

i3 VERTICALS, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 25, 2018
Limited Liability Company Agreement • June 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of the Effective Time (as defined below), is entered into by and among i3 Verticals, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • May 13th, 2019 • I3 Verticals, Inc. • Services-business services, nec

THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this "Agreement") is entered into as of May 9, 2019 among i3 VERTICALS, LLC, a Delaware limited liability company (the "Borrower"), the other parties identified as "Obligors" on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, individually an "Obligor", and collectively the "Obligors") and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the "Administrative Agent") for the holders of the Secured Obligations (defined below).

February [12]1[13]2, 2020
Purchase Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and i3 Verticals, LLC (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

i3 Verticals, Inc. i3 Verticals, LLC
Registration Rights Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec • New York

i3 Verticals, LLC, a Delaware limited liability company (the “Issuer”), proposes to issue and sell to the initial purchasers listed in Schedule A to the Purchase Agreement referred to below (the “Initial Purchasers”), for whom BofA Securities, Inc. is acting as representative (the “Representative”), its 1.00% Exchangeable Senior Notes due 2025 (the “Notes”), guaranteed by i3 Verticals, Inc., a Delaware corporation and a direct parent of the Issuer (the “Company”), upon the terms set forth in the Purchase Agreement, dated February 12, 2020 (the “Purchase Agreement”), by and among the Issuer, the Company and the Representative, relating to the initial placement (the “Initial Placement”) of the Notes. Upon an exchange of Notes at the option of the holder thereof, the Issuer may deliver shares of common stock, $0.0001 par value per share, of the Company’s Class A common stock (the “Company Common Stock”). The obligations of the Issuer in respect of the Notes will be fully and unconditional

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

INDEMNIFICATION AGREEMENT, dated as of [●], 2018, by and among i3 Verticals, Inc., a Delaware corporation (the “Company”), and the director and/or officer of the Company whose name appears on the signature page of this Agreement (“Indemnitee”).

ELEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This First Amended and Restated Loan Agreement (this “Agreement”) is entered into as of January 9, 2015, by i3 VERTICALS, LLC (“i3 VERTICALS”), a Delaware limited liability company formerly known as Charge Payment, LLC, CP-PS, LLC (“CP-PS”), a Delaware limited liability company; CP-DBS, LLC (“CP-DBS”), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. (“i3 Management”), a Delaware corporation, i3-RS, LLC (“i3-RS”), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company (“i3-EZ”), i3-LL, LLC, a Delaware limited liability company (“i3-LL”), i3-PBS, LLC, a Delaware limited liability company (“i3-PBS”), i3-INFIN, LLC, a Delaware limited liability company (“i3-Infin”), i3-BP, LLC, a Delaware limited liability company (“i3-BP”), i3-Axia, LLC, a Delaware limited liability company (“i3-Axia”), i3-Randall, LLC, a Delaware limited liability company (“i3-Randall”), i3-CSC, LLC, a Delaware limited liability company (“i3-CSC”), i3-TS, LL

THIRTEENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Thirteenth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of December 18, 2017 (the "Effective Date"), by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company ("i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3- CSC, LLC, a Delaware limit

i3 VERTICALS, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2018
Limited Liability Company Agreement • June 11th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of the Effective Date (as defined below), is entered into by and among i3 Verticals, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).

STOCK PURCHASE AGREEMENT BY AND BETWEEN i3-SDCR, INC. AS BUYER AND
Stock Purchase Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware
LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Fourth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of January 11, 2015, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), and i3-BP, LLC, a Delaware limited liability company ("i3-BP")

i3 Verticals, Inc. [Number of Shares] Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 3rd, 2019 • I3 Verticals, Inc. • Services-business services, nec • New York
TWELFTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Twelfth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of November 30, 2017 (the "Effective Date"), by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company ("i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3-CSC, LLC, a Delaware limited l

MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG i3 VERTICALS, LLC AS ACQUIROR, FPI HOLDINGS, INC. AS THE TRANSFEROR AND CRAIG SHAPERO AS OWNER
Membership Interest Purchase and Contribution Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of August 1, 2017, and is effective as of August 1, 2017 at 12:01 a.m. Nashville, Tennessee time (the “Effective Time”) by and among i3 Verticals, LLC, a Delaware limited liability company (“Acquiror”), FPI Holdings, Inc., a Virginia corporation (“Transferor”) and Craig Shapero, a resident of the Commonwealth of Virginia (the “Owner”, together with Transferor, “Transferor Parties”). Together, Transferor Parties and Acquiror shall be referred to as the “Parties”.

EMPLOYMENT AGREEMENT
Employment Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This EMPLOYMENT AGREEMENT ("Agreement") is effective as of May 5, 2014 (the "Effective Date") by and between CHARGE PAYMENT, LLC, a Delaware limited liability Company (the "Company"), and CLAY M. WHITSON ("Employee").

LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This First Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of April 23, 2015, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), i3-RS, LLC ("i3-RS"), a Delaware limited liability company, and i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ") (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, i3 Management, and i3-RS are the "Existing Borrowers," and the Existing Borrowers and i3-EZ, are, collectively, "Borrowers"); CLARITAS CAPITAL SPECIALTY DEBT FUND, L.P. ("CCSD I"), a Delaware limited partnership; CCSD II, L.P. ("CCSD II

i3 VERTICALS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • September 10th, 2020 • I3 Verticals, Inc. • Services-business services, nec • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________, 20__ (the “Grant Date”), between i3 Verticals, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and ____________, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the i3 Verticals Inc. 2020 Acquisition Equity Incentive Plan (the “Plan”).

LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Eighth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of December 21, 2016, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2018 by and among i3 Verticals, Inc., a Delaware corporation (the “Corporation”), and each Person that holds Common Units (defined below) that has signed this Agreement (such Persons, collectively, the “Members”).

LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Fifth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of April 29, 2016, by i3 VERTICALS, LLC (''i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), and i3- BP, LLC, a Delaware limited liability company ("i3-BP")

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LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement and Omnibus • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Tenth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment'') is entered into as of August 1, 2017, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company ("i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3-CSC, LLC, a Delaware limited liability company ("i3-CSC")

TAX RECEIVABLE AGREEMENT by and among i3 VERTICALS, INC. i3 VERTICALS, LLC the several MEMBERS (as defined herein) and
Tax Receivable Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

This TAX RECEIVABLE AGREEMENT, dated as of [ ] [ ], 2018, is hereby entered into by and among i3 Verticals, Inc., a Delaware corporation (the “Corporation”), i3 Verticals, LLC, a Delaware limited liability company (the “LLC”), and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.

SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Sixth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of May 12, 2016, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), and i3-

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Second Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this “Amendment”) is entered into as of June 25, 2015, by i3 VERTICALS, LLC (“i3”), a Delaware limited liability company; CP-TOPS, LLC (“CP-TOPS”), a Delaware limited liability company; CP-USDC, LLC (“CP-USDC”), a Delaware limited liability company; CP-PS, LLC (“CP-PS”), a Delaware limited liability company; CP-APS, LLC (“CP-APS”), a Delaware limited liability company; CP-DBS, LLC (“CP-DBS”), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. (“i3 Management”), a Delaware corporation, i3-RS, LLC (“i3-RS”), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company (“i3-EZ”), i3-LL, LLC, a Delaware limited liability company (“i3-LL” ), and i3-PBS, LLC, a Delaware limited liability company ( “i3-PBS”) (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, CP-DBS, i3 Management, i3-RS, and i3-EZ are the “Existing Borrowers,” and the Existing B

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into as of May 10, 2017 by and between i3 Verticals, LLC, a Delaware limited liability Company (the "Company"), and Paul Maple, a resident of the State of Tennessee ("Employee") to be effective as of the employment commencement date of Employee, which is anticipated to be June 5, 2017 (the "Effective Date").

SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Seventh Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of June 30, 2016, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-TOPS, LLC ("CP-TOPS"), a Delaware limited liability company; CP-USDC, LLC ("CP-USDC"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-APS, LLC ("CP-APS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-A

LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Ninth Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this "Amendment") is entered into as of March 31, 2017, by i3 VERTICALS, LLC ("i3"), a Delaware limited liability company; CP-PS, LLC ("CP-PS"), a Delaware limited liability company; CP-DBS, LLC ("CP-DBS"), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. ("i3 Management"), a Delaware corporation, i3-RS, LLC ("i3-RS"), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company ("i3-EZ"), i3-LL, LLC, a Delaware limited liability company ("i3-LL"), i3-PBS, LLC, a Delaware limited liability company ("i3-PBS"), i3-INFIN, LLC, a Delaware limited liability company ("i3-Infin"), i3-BP, LLC, a Delaware limited liability company ("i3-BP"), i3-Axia, LLC, a Delaware limited liability company (''i3-Axia"), i3-Randall, LLC, a Delaware limited liability company ("i3-Randall"), i3-CSC, LLC, a Delaware limited liability company ("i3-CSC")

LOAN AGREEMENT AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Loan Agreement • May 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Tennessee

This Third Amendment to First Amended and Restated Loan Agreement and Omnibus Amendment to Loan Documents (this “Amendment”) is entered into as of August 11, 2015, by i3 VERTICALS, LLC (“i3”), a Delaware limited liability company; CP-TOPS, LLC (“CP-TOPS”), a Delaware limited liability company; CP-USDC, LLC (“CP-USDC”), a Delaware limited liability company; CP-PS, LLC (“CP-PS”), a Delaware limited liability company; CP-APS, LLC (“CP-APS”), a Delaware limited liability company; CP-DBS, LLC (“CP-DBS”), a Delaware limited liability company, i3 VERTICALS MANAGEMENT SERVICES, INC. (“i3 Management”), a Delaware corporation, i3-RS, LLC (“i3-RS”), a Delaware limited liability company, i3-EZPAY, LLC, a Delaware limited liability company (“i3-EZ”), i3-LL, LLC, a Delaware limited liability company (“i3-LL”), i3-PBS, LLC, a Delaware limited liability company (“i3-PBS”), and i3-Infin, LLC, a Delaware limited liability company (“i3-Infin”) (i3, CP-TOPS, CP-USDC, CP-PS, CP-APS, CP-DBS, i3 Management,

i3 Verticals, Inc. Class A Common Stock ($0.0001 par value) ATM OFFERING SALES AGREEMENT
Offering Sales Agreement • August 20th, 2021 • I3 Verticals, Inc. • Services-business services, nec • New York
PLAN ADMINISTRATION AGREEMENT
Plan Administration Agreement • June 25th, 2018 • I3 Verticals, Inc. • Services-business services, nec • Delaware

This PLAN ADMINISTRATION AGREEMENT (this “Agreement”), dated as of June 25, 2018, and effective as of the Effective Date (as defined below), is hereby entered into by and between i3 Verticals, LLC, a Delaware limited liability company (“LLC”), and i3 Verticals, Inc., a Delaware corporation (“Corporation”).

LIBOR TRANSITION AMENDMENT
Libor Transition Amendment • October 4th, 2022 • I3 Verticals, Inc. • Services-business services, nec

THIS LIBOR TRANSITION AMENDMENT (this “Agreement”), dated as of September 30, 2022 (the “Amendment Effective Date”), is entered into among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 19th, 2020 • I3 Verticals, Inc. • Services-business services, nec • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 18, 2020 is entered into by and among I3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

AGREEMENT AND PLAN OF MERGER BY AND AMONG i3-SDCR, INC. AS BUYER, i3 MERGER SUB, INC. AS MERGER SUB, i3 VERTICALS, LLC AS GUARANTOR, PACE PAYMENT SYSTEMS, INC. AS COMPANY, AND 3S ADVISORS, LLC AS REPRESENTATIVE MAY 31, 2019 Certain portions of this...
Agreement and Plan of Merger • June 3rd, 2019 • I3 Verticals, Inc. • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of May 31, 2019, by and among (i) i3-SDCR, Inc., a Delaware corporation (“Buyer”), (ii) i3 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), (iii) Pace Payment Systems, Inc., a Delaware corporation (“Company”), (iv) solely for purposes of Section 9.12 of this Agreement, i3 Verticals, LLC, a Delaware limited liability company (“Guarantor”), and (v) 3S Advisors, LLC, an Ohio limited liability company (“Representative”). Together, Buyer, Merger Sub, Company, Guarantor, and Representative shall be referred to as the “Parties”.

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