exv10w1



 





EXHIBIT 10.1




[Letterhead of Hypercom Corporation]




	 	 	 
	 

	 	Thales SA
	 

	 	45, rue de Villiers
	 

	 	92200 Neuilly sur Seine, France
	 

	 	For the attention of Mr Thomas GOT
	 
	 	 
	 

	 	20 December 2007






Re: Binding offer for the acquisition of shares of Thales E-Transactions companies




Dear Sirs,




By this letter, Hypercom Corporation is pleased to irrevocably offer to you (the “Offer”) to
acquire the shares of Thales E-Transactions SA, Thales E-Transactions GmbH, Thales E-Transactions
Ltd, and Thales E-Transactions España, each of which is a direct or indirect wholly owned
subsidiary of Thales SA (the “Transaction”).



The terms and conditions of our Offer (including the specification of the shares to be acquired by
Hypercom Corporation and the consideration to be paid by Hypercom Corporation) are contained in the
draft Share Purchase Agreement (the “Share Purchase Agreement”) and related agreements attached to
this letter and initialed by Hypercom Corporation, which drafts are in agreeable terms to Hypercom
Corporation (and which shall, with respect to the Sellers’ Disclosure Letter, be updated by Thales
at the execution date of the Share Purchase Agreement).



Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in
the draft Share Purchase Agreement.



This Offer has been approved by the Board of Directors of Hypercom Corporation and will remain in
force until 5.00 p.m, Phoenix, AZ Time, February 28, 2008 (the “Expiration Date”) at which time it
will expire unless it has been accepted by you and all the following conditions have been
satisfied:




	 	(a)	 	acceptance by you of this Offer by execution by Thales SA, no later than on
the Expiration Date, of the draft Share Purchase Agreement and related agreements;
	 
	 	(b)	 	no material breach of your exclusivity obligation toward us, as described in
the exclusivity letter dated as of today, during the applicable exclusivity period;
	 
	 	(c)	 	initiating of the information and consultation process on the offered
Transaction with the relevant employee representatives of the Thales Group; and
	 
	 	(d)	 	no occurrence of any event, situation or omission that would constitute, had
the Share Purchase Agreement already been signed, a Material Adverse Effect between
the date of this Offer and the date at which Thales SA executes the Share Purchase
Agreement.





This offer is fully financed (i) by Francisco Partners for an amount of US$60,000,000 as evidenced
by the commitment letter of Francisco Partners (including the form documentation annexed hereto),
dated as of the date of this offer, attached hereto and (ii) by cash available to us for an amount
of US$60,000,000.



As of the date hereof, Hypercom Corporation has deposited with Thales SA an amount of US$10,000,000
(the “Deposit”). If the Share Purchase Agreement and related agreements are not signed and
delivered by Hypercom Corporation other than as a result of a failure of satisfaction of the
conditions in clauses (a), (b), (c) or (d) above, Thales SA will retain the Deposit, including all
interest that shall have actually accrued thereon, as its sole right and remedy.



If the Share Purchase Agreement has not been entered into by Hypercom Corporation due to the
failure of satisfaction of one of a condition in clauses (a), (b), (c) or (d) above, the Deposit,
including all interest that shall have actually accrued thereon, will be released by Thales SA to
Hypercom Corporation on the Expiration Date.



 









 





In all other cases, the Deposit will be treated in conformity with the provisions of the Share
Purchase Agreement in this respect.



This Offer is governed by French law, and, in connection with any dispute, controversy or claim
arising out or in connection with this letter, the parties agree to submit the matter to
proceedings as described in Section 10.14 (Arbitration) of the draft Share Purchase Agreement.



We remain at your disposal should you require any clarification.



Yours sincerely,




	 	 	 	 	 
	 	 	 
	/s/ Daniel D. Diethelm
 	 	 
	For Hypercom Corporation 	 	 
	Name: Daniel D. Diethelm 	 	 
	 




	Encl.:	Draft Share Purchase Agreement	
	 	Francisco Partners Commitment Letter