TRANSACTION AGREEMENT dated as of November 2, 2015, between VISA INC. and VISA EUROPE LIMITEDTransaction Agreement • November 2nd, 2015 • Visa Inc. • Services-business services, nec • Delaware
This TRANSACTION AGREEMENT, dated as of November 2, 2015 (this “Agreement”), is entered into by and between Visa Inc., a Delaware corporation (“VI”) and Visa Europe Limited, a company incorporated under the laws of England and Wales (“VE”) and, following its formation and subsequent joinder hereto pursuant to Article X, the VE Member Representative.
LOSS SHARING AGREEMENTLoss Sharing Agreement • November 2nd, 2015 • Visa Inc. • Services-business services, nec
A In connection with the proposed acquisition by Visa Inc. (or its Affiliate) of the entire issued and outstanding share capital of Visa Europe (the “Transaction”) announced on or around the date of this Deed, the UK Members (or their respective Affiliate(s) or nominee(s)) will, in addition to other consideration payable in connection therewith, be issued UK&I Preferred Stock by Visa Inc. The terms of the UK&I Preferred Stock include provisions effecting a reduction in the rate at which UK&I Preferred Stock is eligible for conversion (in accordance with the terms of the UK&I Preferred Stock) into Class A Common Stock or Class A Equivalent Preferred Stock of Visa Inc. (each a “UK&I Conversion Rate Reduction”) to reflect all or part of relevant Covered Losses suffered by Visa Group Members.
AMENDMENT NO. 1 TO THE VISA EUROPE PUT–CALL OPTION AGREEMENTCall Option Agreement • November 2nd, 2015 • Visa Inc. • Services-business services, nec • New York
This AMENDMENT NO. 1 TO THE VISA EUROPE PUT–CALL OPTION AGREEMENT (this “Amendment”) is entered into as of 2 November 2015, by and between: (i) VISA Inc., a Delaware corporation having a registered address of business at P.O. Box 8999, San Francisco, California 94128 (“Visa Inc.”); and (ii) Visa Europe Limited, a company registered in England and Wales with its registered address at One Sheldon Square, London W2 6TT (“Visa Europe”), both on behalf of itself and on behalf of the holders of the issued shares in the capital of Visa Europe from time to time (each a “Visa Europe Shareholder”), pursuant to the authority granted by the Visa Europe Shareholders to Visa Europe under Visa Europe’s articles of association, and, where applicable, the membership deeds executed by and between Visa Europe Shareholders and Visa Europe, to transfer all of the shares of the Visa Europe Shareholders with respect to the matters contemplated by the Option Agreement (as defined below).
