REGISTRATION RIGHTS AGREEMENT DATED 12/15/04



  
 Exhibit 4.12

  
 BANC OF AMERICA SECURITIES LLC 
  
 $125,000,000 AGGREGATE PRINCIPAL AMOUNT 
  
 EURONET WORLDWIDE, INC. 
  
 1.625% CONVERTIBLE SENIOR DEBENTURES DUE 2024 
  
 Registration Rights Agreement 
  
 dated December 15, 2004 
  









 REGISTRATION RIGHTS AGREEMENT, dated as of December 15, 2004, between Euronet Worldwide, Inc., a Delaware
corporation (together with any successor entity, herein referred to as the “Company”) and Banc of America Securities LLC, as the initial purchaser (the “Initial Purchaser”), under the Purchase Agreement (as defined
below). 
  
 Pursuant to the Purchase Agreement, dated as of
December 9, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchaser, the Initial Purchaser has agreed to purchase from the Company $125,000,000 ($140,000,000 if the Initial Purchaser exercises its option in
full) in aggregate principal amount of 1.625% Convertible Senior Debentures due 2024 (the “Debentures”). The Debentures will be convertible into fully paid, non-assessable shares of common stock, par value $0.02 per share, of the
Company together with the rights (the “Rights”) evidenced by such Common Stock to the extent provided in the Rights Agreement dated as of March 21, 2003 between the Company and EquiServe Trust Company, N.A., as amended
(collectively, the “Common Stock”). The Debentures will be convertible on the terms, and subject to the conditions, set forth in the Indenture (as defined herein). To induce the Initial Purchaser to purchase the Debentures, the
Company has agreed to provide the registration rights set forth in this Agreement pursuant to Section 5(g) of the Purchase Agreement. 
  
 The parties hereby agree as follows: 
  
 1. Definitions. Capitalized terms used in this Agreement without definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have the following meanings: 
  
 “Affiliate” of any specified person means any other person which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such specified person. For purposes of this definition, control of a person means the power, direct or indirect, to direct or cause the direction of the management and policies of such person whether by contract or otherwise;
and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 
  
 “Agreement” means this Registration Rights Agreement. 
  
 “Amendment Effectiveness Deadline Date” has the meaning set forth in Section 2(e) hereof. 
  
 “Blue Sky Application” has the meaning set forth in Section
6(a)(i) hereof. 
  
 “Business Day” has the
meaning set forth in the Indenture. 
  
 “Commission” means the Securities and Exchange Commission. 
  

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 “Common Stock” has the meaning set forth in the preamble hereto. 
  
 “Company” has the meaning set forth in the preamble hereto.

  
 “Debentures” has the meaning set forth in the
preamble hereto. 
  
 “Effectiveness Period” has
the meaning set forth in Section 2(a)(iii) hereof. 
  
 “Effectiveness Target Date” has the meaning set forth in Section 2(a)(ii) hereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Holder” means any Person who owns, beneficially or otherwise, Transfer Restricted Securities. 

 
 “Indemnified Holder” has the meaning set forth in Section
6(a) hereof. 
  
 “Indenture” means the Indenture,
dated as of December 15, 2004 between the Company and U.S. Bank National Association, as trustee (the “Trustee”), pursuant to which the Debentures are to be issued, as such Indenture is amended, modified or supplemented from time to
time in accordance with the terms thereof. 
  
 “Initial
Purchaser” has the meaning set forth in the preamble hereto. 
  
 “Liquidated Damages” has the meaning set forth in Section 3(a) hereof. 
  
 “Liquidated Damages Payment Date” means each June 15 and December 15. 
  
 “Majority of Holders” means Holders holding over 50% of the aggregate principal amount of Debentures
outstanding; provided that, for the purpose of this definition, a holder of shares of Common Stock which constitute Transfer Restricted Securities and issued upon conversion of the Debentures shall be deemed to hold an aggregate principal amount of
Debentures (in addition to the principal amount of Debentures held by such holder) equal to the quotient of (x) the number of such shares of Common Stock held by such holder and (y) the conversion rate in effect at the time of such conversion as
determined in accordance with the Indenture. 
  
 “NASD” means the National Association of Securities Dealers, Inc. 
  
 “Notice and Questionnaire” means a written notice executed by a Holder and delivered to the Company containing substantially the information called for by the Form of Selling Securityholder Notice and
Questionnaire attached as 

  

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Annex A to the Offering Memorandum of the Company dated December 9, 2004 relating to the Debentures. 
  
 “Notice Holder” has the meaning set forth in Section 2(b)
hereof. 
  
 “Person” means any individual,
partnership, corporation, company, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof. 
  
 “Purchase Agreement” has the meaning set forth in the preamble hereto. 
  
 “Prospectus” means the prospectus included in a Shelf Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such prospectus. 
  
 “Record Holder” means, with respect to any Liquidated Damages Payment Date, each Person who is a Holder on
the interest record date set forth in the Indenture immediately preceding the relevant Liquidated Damages Payment Date. In the case of a Holder of shares of Common Stock issued upon conversion of the Debentures, “Record Holder” shall mean
each Person who is a Holder of shares of Common Stock which constitute Transfer Restricted Securities on the interest record date set forth in the Indenture immediately preceding the relevant Liquidated Damages Payment Date. 
  
 “Registration Default” has the meaning set forth in Section
3(a) hereof. 
  
 “Securities Act” means the
Securities Act of 1933, as amended. 
  
 “Shelf Filing
Deadline” has the meaning set forth in Section 2(a)(i) hereof. 
  
 “Shelf Registration Statement” has the meaning set forth in Section 2(a)(i) hereof. 
  
 “Subsequent Shelf Registration Statement” has the meaning set forth in Section 2(c) hereof. 
  
 “Suspension Notice” has the meaning set forth in Section
4(c) hereof. 
  
 “Suspension Period” has the
meaning set forth in Section 4(b)(i) hereof. 
  
 “TIA” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA. 
  

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 “Transfer Restricted Securities” means each Debenture and each share of Common Stock
issued or issuable upon conversion of Debentures until the earlier of: 
  
 (i) the date on which such Debenture or such share of Common Stock issued upon conversion of such Debenture has been effectively registered under the Securities Act and disposed of in accordance with the Shelf
Registration Statement; 
  
 (ii) the date on
which such Debenture or such share of Common Stock issued upon conversion of such Debenture is transferred in compliance with Rule 144 under the Securities Act or may be sold or transferred by a person who is not an affiliate of the Company pursuant
to Rule 144 under the Securities Act (or any other similar provision then in force) without any volume or manner of sale restrictions thereunder; or 
  
 (iii) the date on which such Debenture or such share of Common Stock issued upon conversion of such Debenture ceases to be outstanding
(whether as a result of redemption, repurchase and cancellation, conversion or otherwise). 
  
 “Underwritten Registration” means a registration in which Debentures of the Company are sold to an underwriter for reoffering to the public. 
  
 Unless the context otherwise requires, the singular includes the plural, and
words in the plural include the singular. 
  
 2. Shelf
Registration. 
  
 (a) The Company shall:

  
 (i) not later than 90 days after the date
hereof (the “Shelf Filing Deadline”), cause to be filed a registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”), which Shelf Registration Statement shall provide
for resales of all Transfer Restricted Securities held by Holders that have provided the information required pursuant to the terms of and within the period specified by Section 2(b) hereof; 
  
 (ii) use its commercially reasonable efforts to cause the
Shelf Registration Statement to be declared effective by the Commission not later than 180 days after the date hereof (the “Effectiveness Target Date”); and 
  
 (iii) use its commercially reasonable efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section 4(b) hereof 

  

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to the extent necessary to ensure that (A) it is available for resales by the Holders of Transfer Restricted Securities entitled, subject to Section 2(b) and
Section 2(e), to the benefit of this Agreement and (B) it conforms with the requirements of this Agreement and the Securities Act and the rules and regulations of the Commission promulgated thereunder as announced from time to time, for a period
(the “Effectiveness Period”) until the earliest to occur of: 
  
 (1) two years after the last date of original issuance of any of the Debentures; 
  
 (2) the date when all of the Transfer Restricted Securities
have ceased to be outstanding (whether as result of redemption, repurchase and cancellation, conversion or otherwise); 
  
 (3) the date when all of the Transfer Restricted Securities are disposed of pursuant to a Shelf Registration Statement or pursuant to
Rule 144 under the Securities Act (or any other similar provision then in effect). 
  
 (b) The Company shall furnish a written notice to each Holder of the Transfer Restricted Securities at least 15 business days before
filing of the Shelf Registration Statement and inform each Holder that to have its Transfer Restricted Securities included in the Shelf Registration Statement it must deliver a completed Notice and Questionnaire to the Company. Subject to Section
2(e), at the time the Shelf Registration Statement is declared effective, each Holder that has delivered a completed Notice and Questionnaire to the Company (a “Notice Holder”) on or prior to the date ten (10) Business Days prior to
such time of effectiveness shall be named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Transfer Restricted Securities
in accordance with applicable law. None of the Company’s securityholders (other than the Holders of Transfer Restricted Securities) shall have the right to include any of the Company’s securities in the Shelf Registration Statement.

  
 (c) Except as provided in Section 2(e) and
Section 4(b), if the Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective or fails to be usable for resale of Transfer Restricted Securities in accordance with this Agreement for any reason at any time
during the Effectiveness Period (other than because all Transfer Restricted Securities registered thereunder shall have been resold pursuant thereto or shall have otherwise ceased to be Transfer Restricted Securities), the Company shall use its
commercially reasonable efforts to 

  

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obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall, subject to the Company’s right to declare a
Suspension Period, as promptly as possible amend the Shelf Registration Statement in a manner reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement covering
all of the securities that as of the date of such filing are Transfer Restricted Securities and eligible to be included under Section 2(e) ( a “Subsequent Shelf Registration Statement”). If a Subsequent Shelf Registration Statement
is filed, the Company shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing and to keep such Registration Statement (or Subsequent Shelf
Registration Statement) continuously effective until the end of the Effectiveness Period in accordance with the provisions of this Agreement relating to the Shelf Registration Statement. 
  
 (d) Subject to Section 2(e) and Section 4(b), the Company shall supplement and amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement, if required by the Securities Act or as reasonably requested by the Initial Purchaser or
by the Trustee on behalf of the Holders of the Transfer Restricted Securities covered by such Shelf Registration Statement. 
  
 (e) Each Holder agrees that if such Holder wishes to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and
related Prospectus, it will do so only in accordance with this Section 2(e), and the procedures set forth in Section 4 hereof. Each Holder wishing to sell Transfer Restricted Securities pursuant to a Shelf Registration Statement and related
Prospectus must deliver a Notice and Questionnaire to the Company. In order to be named as a selling securityholder in the Prospectus at the time of effectiveness of the Shelf Registration Statement, the Notice and Questionnaire must be delivered at
least ten (10) Business Days prior to the effectiveness of the Shelf Registration Statement. From and after the date the Shelf Registration Statement is declared effective the Company shall, upon the later of (x) fifteen (15) Business Days after the
date a Notice and Questionnaire is delivered or (y) fifteen (15) Business Days after the expiration of any Suspension Period in effect when the Notice and Questionnaire is delivered or put into effect within fifteen (15) Business Days of such
delivery date: 
  
 (i) if required by applicable
law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other required document so that the Holder delivering such Notice and 

  

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Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of the Transfer Restricted Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its commercially reasonable efforts
to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after
the date such post-effective amendment is required by this clause to be filed; 
  
 (ii) provide such Holder copies of any documents filed pursuant to Section 2(e)(i) hereof; and 
  
 (iii) notify such Holder as promptly as practicable after
the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(e)(i) hereof; 
  
 provided that if such Notice and Questionnaire is delivered during a Suspension Period or a Suspension Period begins within fifteen (15) Business
Days after the delivery of such Notice and Questionnaire, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above within fifteen (15) Business Days
after the expiration of the Suspension Period in accordance with Section 4(b); provided, further, that the Company shall not be required to file more than one amendment to the Shelf Registration Statement or supplement to the Prospectus for
the Holders pursuant to this Section 2(e) during any fiscal quarter of the Company, and with respect to the first fiscal quarter of a year, shall file any such amendment or supplement concurrently with the filing of the Company’s Annual Report
on Form 10-K for the previous fiscal year during such quarter, and with respect to the second, third and fourth fiscal quarters of a year shall file concurrently with the filing of the Company’s Quarterly Report on Form 10-Q during such fiscal
quarter, or if a Suspension Period is in effect on the date of such filing, within 15 Business Days after the expiration of such Suspension Period. Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation
to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus. 
  
 3. Liquidated Damages. 
  
 (a) If: 
  
 (i) the Shelf Registration Statement is not filed with the Commission prior to or on the Shelf Filing Deadline; 
  

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 (ii) the Shelf Registration Statement has not been declared effective by the Commission
prior to or on the Effectiveness Target Date; 
  
 (iii) the Company has failed to perform its obligations set forth in Section 2(e) within the time period required therein; 
  
 (iv) any post effective amendment to a Shelf Registration Statement filed pursuant to Section 2(e)(i) has not become effective under the
Securities Act on or prior to the Amendment Effectiveness Deadline Date; 
  
 (v) except as provided in Section 4(b)(i) hereof or as a result of the requirement to file a post-effective amendment to add selling securityholders pursuant to Section 2(e), the Shelf Registration Statement is filed
and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for the resale of Transfer Restricted Securities in accordance with this Agreement without being succeeded within ten (10)
Business Days (or if a Suspension Period is then in effect, the tenth (10th) Business Day following the expiration
of such Suspension Period) by a post-effective amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act that cures such
failure and, in the case of a post-effective amendment, is itself immediately declared effective; or 
  
 (vi) (A) if applicable, the Company does not terminate any Suspension Period by the 45th or 60th day, as the case
may be, pursuant to Section 4(b)(i) hereof; or (B) the Suspension Periods exceed an aggregate of 120 days in any 360-day period; 
  
 (each such event referred to in foregoing clauses (i) through (vi), a “Registration Default”), occurs, the Company hereby agrees to pay cash interest
(“Liquidated Damages”) with respect to the Transfer Restricted Securities (to the extent such Debentures are Transfer Restricted Securities during such period) from and including the day following the Registration Default to but
excluding the earlier of (1) the day on which the Registration Default has been cured and (2) the date the Shelf Registration Statement is no longer required to be kept effective, as set forth below: 
  
 (A) in respect of the Debentures, other than in the case of
a Registration Default relating to a failure to file or have an effective Shelf Registration Statement with respect to shares of Common Stock issuable upon conversion of the Debentures that are Transfer Restricted Securities, the 

  

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Company agrees to pay interest to each holder of Debentures, accruing at a rate of (x) 0.25% per annum of the aggregate principal amount of the Debentures to
and including the 90th day following such Registration Default, and (y) 0.50% per annum of the aggregate principal
amount of the Debentures from and after the 91st day following such Registration Default; provided that in no
event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the aggregate principal amount of the Debentures; and 
  
 (B) in respect of the Debentures that are Transfer Restricted Securities submitted for conversion into Common Stock during the existence
of a Registration Default with respect to the Common Stock, the Company agrees (x) to issue and deliver to each such holder additional shares of Common Stock equal to 3% of the applicable Conversion Rate (as defined in the Indenture) for each $1,000
principal amount of Debentures (except to the extent the Company elects to deliver cash upon conversion in accordance with the terms of the Indenture), and (y) to pay on the settlement date with respect to such conversion, accrued and unpaid
Liquidated Damages to the holders of such Debentures calculated in accordance with paragraph (A) to the Conversion Date (as defined in the Indenture) relating to such settlement date; and 
  
 (C) in respect of Common Stock issued upon conversion of
Debentures, each holder of such Common Stock will not be entitled to any Liquidated Damages if the Registration Default with respect to such Common Stock occurs after the holder has converted the Debentures into Common Stock. 
  
 In no event shall Liquidated Damages accrue on the Debentures solely as a
result of a Registration Default with respect to the Common Stock. 
  
 (b) All accrued Liquidated Damages shall be paid in arrears to Record Holders by the Company on each Liquidated Damages Payment Date. Upon the cure of all Registration Defaults relating to any particular Debenture,
the accrual of Liquidated Damages with respect to such Debenture will cease. 
  
 All obligations of the Company set forth in this Section 3 that have accrued and are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security
shall survive until 

  

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such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. 
  
 The Liquidated Damages set forth above shall be the exclusive monetary remedy
available to the Holders of Transfer Restricted Securities for each Registration Default or a breach of this Agreement that also constitutes a Registration Default. 
  
 4. Registration Procedures. 
  

(a) In connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 4(b) hereof and
shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities, and pursuant thereto, shall as expeditiously as possible but no later than the Shelf Filing Deadline prepare and file
with the Commission a Shelf Registration Statement relating to the registration on any appropriate form under the Securities Act. 
  
 (b) In connection with the Shelf Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities, the Company shall: 
  
 (i) Subject to any notice by the Company of a Suspension Period and subject to Section 2(e), use its commercially reasonable efforts to keep the Shelf Registration Statement continuously effective during the Effectiveness Period; upon the
occurrence of any event that would cause the Shelf Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities in
accordance with this Agreement during the Effectiveness Period, the Company shall file promptly an appropriate amendment to the Shelf Registration Statement, a supplement to the Prospectus or a report filed with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared
effective and the Shelf Registration Statement and the related Prospectus to become usable for resale of Transfer Restricted Securities in accordance with this Agreement as soon as practicable thereafter. Notwithstanding the foregoing, the Company
may suspend the use of the Shelf Registration Statement by written notice to the Holders for a period not to exceed an aggregate of 45 days in any 90-day period (each such period, a “Suspension Period”) if: 
  

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 (A) (x) an event occurs and is continuing as a result of which the Shelf Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein would, in the Company’s judgment, contain an untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and (y) the Company determines in good faith that the disclosure of such event at such time would be detrimental to the Company and its subsidiaries; or 
  
 (B) the Company deems it necessary to file a post-effective
amendment to the Shelf Registration Statement in order to make changes to the information in the related Prospectus regarding the selling Holders or the information relating to the “Plan of Distribution” of the Transfer Restricted
Securities; 
  
 provided that, in the case of clause (A)
above, in the event the disclosure relates to a previously undisclosed proposed or pending material business transaction, the disclosure of which the Company determines in good faith would be reasonably likely to impede the Company’s ability to
consummate such transaction, the Company may extend a Suspension Period from 45 days to 60 days; provided, however, that Suspension Periods shall not exceed an aggregate of 120 days in any 360-day period. The Company shall not be required to
specify in the written notice to the Holders the nature of the event giving rise to the Suspension Period. Holders hereby agree to hold in confidence any communications in response to a notice of, or the existence of any fact or any event giving use
to the suspension period. 
  
 (ii) Subject to
Section 2(e), prepare and file with the Commission such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective during the Effectiveness Period; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act
in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all Transfer Restricted Securities covered by the Shelf Registration Statement during the applicable period in accordance with the intended
method or methods of distribution by the sellers thereof set forth in the Shelf Registration Statement or supplement to the Prospectus. 
  

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 (iii) Advise the selling Holders promptly and, if requested by such selling Holders, to
confirm such advice in writing, except as provided in clause (D) below: 
  
 (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to the Shelf Registration Statement or any post-effective amendment thereto, when the same has become
effective, 
  
 (B) of any request by the
Commission for post-effective amendments to the Shelf Registration Statement or post-effective amendments or supplements to the Prospectus or for additional information relating thereto, 
  
 (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any
of the preceding purposes, or 
  
 (D) of the
existence of any fact or the happening of any event, during the Effectiveness Period, that makes any statement of a material fact made in the Shelf Registration Statement, the Prospectus, any amendment or supplement thereto, or any document
incorporated by reference therein untrue in any material respect, or that requires the making of any additions to or changes in the Shelf Registration Statement or the Prospectus in order to make the statements therein not misleading. 
  
 If at any time the Commission shall issue any stop order suspending the
effectiveness of the Shelf Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state
securities or Blue Sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time and will provide to each Holder who is named in the Shelf Registration Statement
prompt notice of the withdrawal of any such order. 
  
 (iv) Make available at reasonable times for inspection by one or more representatives of the selling Holders, designated in writing by a Majority of Holders whose Transfer Restricted 

  

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Securities are included in the Shelf Registration Statement, and any attorney or accountant retained by such selling Holders, all financial and other
records, and pertinent corporate documents (at the offices where normally kept) and properties of the Company as shall be reasonably necessary to enable them to conduct a reasonable investigation within the meaning of Section 11 of the Securities
Act, and cause the Company’s officers, directors, managers and employees to supply all information reasonably requested by any such representative or representatives of the selling Holders, attorney or accountant in connection therewith;
provided, however, that the Company shall have no obligation to deliver information to any selling Holder or representative pursuant to this Section 4(b)(iv) unless such selling Holder or representative shall have executed and delivered a
confidentiality agreement in a form acceptable to the Company relating to such information; and provided, further, however, that neither the Company nor any of its subsidiaries shall be required to provide any information that might
reasonably be expected to result in the loss of the attorney-client privilege for its benefit. 
  
 (v) Subject to Section 2(e), if requested by any selling Holders, promptly incorporate in the Shelf Registration Statement or Prospectus,
pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution”
of the Transfer Restricted Securities. 
  
 (vi)
Furnish to each selling Holder upon request, without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto (and any documents incorporated by reference therein or exhibits
thereto (or exhibits incorporated in such exhibits by reference) as such selling Holder may request). 
  
 (vii) Deliver to each selling Holder, without charge, as many copies of the Prospectus (including each preliminary Prospectus) and any
amendment or supplement thereto as such selling Holder reasonably may request; subject to any notice by the Company of a Suspension Period, the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of
the selling Holders in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto. 
  
 (viii) Before any public offering of Transfer Restricted Securities, cooperate with the selling Holders and
their counsel in 

  

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connection with any legally required registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such
jurisdictions in the United States as the selling Holders may reasonably request and do any and all other acts or things necessary under applicable law or advisable to enable the disposition in such jurisdictions of the Transfer Restricted
Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required (A) to register or qualify as a foreign corporation or a dealer of securities where it is not now so qualified or to take any
action that would subject it to the service of process in any jurisdiction where it is not now so subject or (B) to subject itself to general or unlimited service of process or to taxation in any such jurisdiction if they are not now so subject.

  
 (ix) Cooperate with the selling Holders to
facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends (unless required by applicable securities laws); and enable such Transfer Restricted
Securities to be in such denominations and registered in such names as the Holders may request at least two Business Days before any sale of Transfer Restricted Securities. 
  
 (x) Use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Shelf
Registration Statement to be registered with or approved by such other U.S. governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities in
accordance with the terms hereof. 
  
 (xi)
Subject to Section 4(b)(i) hereof, if any fact or event contemplated by Section 4(b)(iii)(D) hereof shall exist or have occurred, use its commercially reasonable efforts to prepare a supplement or post-effective amendment to the Shelf Registration
Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. 
  
 (xii) Provide CUSIP numbers for all Transfer Restricted
Securities not later than the effective date of the Shelf Registration Statement and provide the Trustee under the Indenture with 

  

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certificates for the Debentures that are in a form eligible for deposit with The Depository Trust Company. 
  
 (xiii) Cooperate and assist in any filings required to be
made with the NASD and in the performance of any due diligence investigation by any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of the NASD (it being understood that any
offering where such retention is required must be conducted in accordance with Section 8 hereof). 
  
 (xiv) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and all
reporting requirements under the rules and regulations of the Exchange Act. 
  
 (xv) Cause the Indenture to be qualified under the TIA not later than the effective date of the Shelf Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the
holders of Debentures to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its commercially reasonable efforts to cause the Trustee thereunder
to execute all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner. 
  
 (xvi) Cause all Common Stock covered by the Shelf
Registration Statement to be listed or quoted, as the case may be, on each securities exchange or automated quotation system on which Common Stock is then listed or quoted. 
  
 (xvii) Provide to each Holder upon written request each document filed with the Commission pursuant to the
requirements of Section 13 and Section 15 of the Exchange Act after the effective date of the Shelf Registration Statement, unless such document is available through the Commission’s EDGAR system. 
  
 (c) Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice (a “Suspension Notice”) from the Company of a Suspension Period, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the Shelf
Registration Statement until: 
  
 (i) such Holder
has received copies of the supplemented or amended Prospectus contemplated by Section 2(e) or Section 4(b) hereof; or 
  

 15 








 (ii) such Holder is advised in writing by the Company that the use of the Prospectus may
be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. 
  
 If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice of suspension. 
  

(d) Each Holder agrees by acquisition of the Transfer Restricted Securities, that no Holder shall be entitled to sell any of such
Transfer Restricted Securities pursuant to a Shelf Registration Statement, or to receive a Prospectus relating thereto, unless such Holder has furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(e) hereof
(including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order
to make the information previously furnished to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Transfer Restricted Securities as the Company may from time to time
reasonably request in writing. Any sale of any Transfer Restricted Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in
the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution
and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances
under which they were made not misleading. 
  
 5. Registration
Expenses. 
  
 All expenses incident to the
Company’s performance of or compliance with this Agreement shall be borne by the Company regardless of whether a Shelf Registration Statement becomes effective, including, without limitation: 
  
 (i) all registration and filing fees and expenses (including
filings made with the NASD); 
  

 16 








 (ii) all fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; 
  
 (iii) all expenses of
printing (including printing of Prospectuses and certificates for the Common Stock to be issued upon conversion of the Debentures) and the Company’s expenses for messenger and delivery services and telephone; 
  
 (iv) all fees and disbursements of counsel to the Company;

  
 (v) all application and filing fees in
connection with listing (or authorizing for quotation) the Common Stock on a national securities exchange or automated quotation system pursuant to the requirements hereof; and 
  
 (vi) all fees and disbursements of independent certified public accountants of the Company. 
  
 The Company shall bear its internal expenses (including, without limitation,
all salaries and expenses of its officers and employees performing legal, accounting or other duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company. 
  
 All underwriting discounts, selling commissions and stock transfer taxes
applicable to the securities registered by the Holders and all fees and expenses of the Holders, including fees and expenses of counsel, shall be borne by the Holders. 
  
 6. Indemnification And Contribution.  
  
 (a) The Company agrees to indemnify and hold harmless each Holder (including the Initial Purchaser), its
directors, officers, and employees and each person, if any, who controls any such Holder within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Holder”), against any loss, claim, damage, liability or
expense, joint or several, or any action in respect thereof (including, but not limited to, any loss, claim, damage, liability or action relating to resales of the Transfer Restricted Securities), to which such Indemnified Holder may become subject,
insofar as any such loss, claim, damage, liability or action arises out of, or is based upon: 
  
 (i) any untrue statement or alleged untrue statement of a material fact contained in (A) the Shelf Registration Statement as originally
filed or in any amendment thereof, in any Prospectus, or in any amendment or supplement thereto or (B) any blue sky 

  

 17 








 
application or other document or any amendment or supplement thereto prepared or executed by the Company (or based upon written information furnished by or
on behalf of the Company expressly for use in such blue sky application or other document or amendment on supplement) filed in any jurisdiction specifically for the purpose of qualifying any or all of the Transfer Restricted Securities under the
securities law of any state or other jurisdiction within the United States (such application or document being hereinafter called a “Blue Sky Application”); or 
  
 (ii) the omission or alleged omission to state therein any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, 
  
 and, subject to Section 6(c) hereof, agrees to reimburse each Indemnified Holder promptly upon demand for any legal or other expenses reasonably incurred by such
Indemnified Holder in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such Holder (or its related Indemnified Holder) specifically for use therein. The foregoing indemnity agreement is in addition to any liability which the Company may otherwise have. In the event that it is
finally judicially determined that an Indemnified Holder is not entitled to receive payments for legal and other expenses pursuant to this Section 6, such Indemnified Holder will promptly return all such sums that had been paid pursuant hereto.

  
 (b) Each Holder, severally and not jointly,
agrees to indemnify and hold harmless and provide reimbursement to the Company, its directors, officers and employees and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act to the same extent
as the foregoing indemnity and reimbursement from the Company to each such Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in Section 6(a). This indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities which any such Holder may otherwise have. In no event shall any Holder, its directors, officers or any person who
controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities pursuant to a Shelf Registration Statement exceeds the
amount of any damages that such Holder, its directors, officers or any person who controls such Holder has 

  

 18 








 
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 
  
 (c) Promptly after receipt by an indemnified party under
this Section 6 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of
the claim or the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 6 except to the extent it has been materially
prejudiced by such failure and, provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 6. If any such claim or
action shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other similarly notified
indemnifying party, to assume the defense thereof with counsel satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this Section 6 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that the indemnified parties shall have the right to employ a single counsel to represent jointly the indemnified parties and their officers, employees and controlling persons who may be subject to liability arising out of any claim in
respect of which indemnity may be sought against the indemnifying parties under this Section 6 if the indemnified party seeking indemnification shall have been advised by legal counsel that there may be one or more legal defenses available to such
indemnified parties and their respective officers, employees and controlling persons that are different from or additional to those available to the indemnifying parties, and in that event, the fees and expenses of such separate counsel shall be
paid by the indemnifying party. 
  
 (d) The
indemnifying party under this Section shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there is a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) 

  

 19 








 
such settlement is entered into more than 90 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to
the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such
settlement, compromise or consent (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include a statement as to or an admission
of fault, culpability or a failure to act by or on behalf of any indemnified party. 
  
 (e) If the indemnification provided for in this Section 6 shall for any reason be unavailable or insufficient to hold harmless an
indemnified party under Section 6(a) or 6(b) in respect of any loss, claim, damage or liability (or action in respect thereof) referred to therein, each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability (or action in respect thereof): 
  
 (i) in such proportion as is appropriate to reflect the relative benefits received by the Company from the offering and sale of the
Transfer Restricted Securities on the one hand and a Holder with respect to the sale by such Holder of the Transfer Restricted Securities on the other, or 
  
 (ii) if the allocation provided by Section (6)(e)(i) is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in Section 6(e)(i) but also the relative fault of the Company on the one hand and the Holders on the other in connection with the statements or omissions or alleged statements or alleged omissions that
resulted in such loss, claim, damage or liability (or action in respect thereof), as well as any other relevant equitable considerations. 
  
 The relative benefits received by the Company on the one hand and a Holder on the other with respect to such offering and such sale shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Debentures purchased under the Purchase Agreement (before deducting expenses) received by the Company, on the one hand, bear to the total proceeds received by such Holder with respect to
its sale of Transfer Restricted Securities on the other. The relative fault of the parties shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company on the one 

  

 20 








 
hand or the Holders on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company and each Holder agree that it would not be just and equitable if the amount of contribution pursuant to this Section 6(e) were determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to in the first sentence of this Section 6(e). 
  
 Subject to the limitations on legal and other expenses set forth in Section 6(c) hereof, the amount paid or payable by an indemnified party as a result of
the loss, claim, damage or liability, or action in respect thereof, referred to above in this Section 6 shall be deemed to include, for purposes of this Section 6, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such action or claim. 
  
 Notwithstanding the provisions of this Section 6, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Transfer Restricted Securities purchased by it were
resold exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute as provided in this Section 6(e) are several and not
joint. 
  
 (f) The provisions of this Section 6
shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Company or any of the officers, directors or controlling persons referred to in Section 6 hereof, and will survive the sale by a Holder
of Transfer Restricted Securities. 
  
 7. Rule 144A and Rule
144. The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon
request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required
thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144. 
  
 8. No Participation In Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder. 
  

 21 








 9. Miscellaneous. 
  
 (a) Remedies. The Company acknowledges and agrees that any failure by the Company to comply with its
obligations under Section 2 hereof may result in material irreparable injury to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely, and that,
in the event of any such failure, the Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Company’s obligations under Section 2 hereof. The Company further agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate. 
  
 (b) No Inconsistent Agreements. The Company has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. In addition, the Company shall not grant to any of its securityholders (other than the Holders of Transfer Restricted Securities in such
capacity) the right to include any of its securities in the Shelf Registration Statement provided for in this Agreement other than the Transfer Restricted Securities. 
  
 (c) Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers
or consents to or departures from the provisions hereof may not be given, unless the Company has obtained the written consent of a Majority of Holders; provided, however, that with respect to any matter that directly or indirectly adversely
affects the rights of the Initial Purchaser hereunder, the Company shall obtain the written consent of the Initial Purchaser. Notwithstanding the foregoing (except the foregoing proviso), a waiver or consent to depart from the provisions hereof,
with respect to a matter, which relates exclusively to the rights of Holders whose securities are being sold pursuant to a Shelf Registration Statement and does not directly or indirectly adversely affect the rights of other Holders, may be given by
a Majority of Holders, determined on the basis of the Transfer Restricted Securities being sold rather than registered under such Shelf Registration Statement. 
  

(d) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery,
first class mail (registered or certified, return receipt requested), telex, facsimile transmission, or air courier guaranteeing overnight delivery: 
  
 (i) if to a Holder, at the address set forth on the records of the registrar under the Indenture or the transfer agent of the Common
Stock, as the case may be; 
  

 22 








 (ii) if to the Company, at its address set forth in the Purchase Agreement, with a copy
to Stinson Morrison Hecker LLP at its address set forth in the Purchase Agreement; and 
  
 (iii) if to the Initial Purchaser, at the address of the Initial Purchaser set forth in the Purchase Agreement. 
  
 All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if transmitted by facsimile; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 
  
 Any party hereto may change the address for receipt of communications by giving written notice to the others. 
  
 (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of
the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities. The Company hereby agrees to extend the benefit of this Agreement to any Holder and any such Holder may
specifically enforce the provisions of this Agreement as if an original party hereto. 
  
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 (g) Debentures Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage of
Transfer Restricted Securities is required hereunder, Transfer Restricted Securities held by the Company or its Affiliates (other than subsequent Holders if such subsequent Holders are deemed to be Affiliates solely by reason of their holding of
such Debentures) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 
  
 (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
  
 (i) Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 
  
 (j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held
invalid, 

  

 23 








 
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 
  
 (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than
those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with
respect to such subject matter. 
  

 24 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

					
	EURONET WORLDWIDE, INC.
		
	By:	 	 /s/ Rick Weller

	 	 	 Name:
	 	 Rick Weller

	 	 	 Title:
	 	 Chief Financial Officer and Executive Vice President

	
	BANC OF AMERICA SECURITIES LLC
		
	By:	 	 /s/ Robert Santangelo

	 	 	 Name:
	 	 Robert Santangelo

	 	 	 Title:
	 	 Managing Director