Pledge Agreement



 Exhibit 10.2 
 PLEDGE AGREEMENT 
 THIS PLEDGE AGREEMENT dated as of June 22,
2011 (as amended, modified, restated or supplemented from time to time, the “Pledge Agreement”) is by and among the parties identified as “Pledgors” on the signature pages hereto and such other parties as may become
Pledgors hereunder after the date hereof (individually a “Pledgor”, and collectively the “Pledgors”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”)
for the Secured Parties (defined below). 
 W I T N E S S E T H 

WHEREAS, a credit facility has been established in favor of FleetCor Technologies Operating Company, LLC, a Georgia limited
liability company (the “Company”), pursuant to the terms of that certain Credit Agreement dated as of the date hereof (as amended, modified, supplemented or extended from time to time, the “Credit Agreement”) among
the Company, FleetCor Technologies, Inc. and the other Guarantors from time to time party thereto, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer; 
 WHEREAS, this Pledge Agreement is required under the terms of the Credit
Agreement; and 
 NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions.

 (a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Credit Agreement.

 (b) As used herein, the following terms shall have the meanings assigned thereto in the UCC: Accession, Financial Asset,
Proceeds and Security. 
 (c) As used herein, the following terms shall have the meanings set forth below: 

“Administrative Agent” has the meaning provided in the introductory paragraph hereof. 

“Pledged Collateral” has the meaning provided in Section 2 hereof. 

“Pledged Shares” has the meaning provided in Section 2 hereof. 

“Secured Obligations” means, without duplication, (a) all Obligations and (b) all costs and
expenses incurred in connection with enforcement and collection of the Obligations including, without limitation, the fees, charges and disbursements of counsel. 

“Secured Parties” means, collectively, the Administrative Agent, the Lenders and any holder of the
Secured Obligations and “Secured Party” means any one of them. 
 “UCC” means
the Uniform Commercial Code as in effect from time to time in the State of New York. 







 2. Pledge and Grant of Security Interest. To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, each Pledgor hereby grants, pledges and assigns to the Administrative Agent, for the ratable benefit of the Secured
Parties, a continuing security interest in any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Pledged
Collateral”): 
 (a) Pledged Shares. (i) One hundred percent (100%) (or, if less, the
full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of each Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) sixty-six percent (66%) (or, if less, the full
amount owned by such Pledgor) of the issued and outstanding shares of Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Voting Equity”) and one hundred percent (100%) (or, if
less, the full amount owned by such Pledgor) of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned by such Pledgor of each
Foreign Subsidiary directly owned by such Pledgor set forth on Schedule 2(a) attached hereto, in each case together with the certificates (or other agreements), if any, representing such Equity Interests, and all options and other rights,
contractual or otherwise, with respect thereto (collectively, together with the Equity Interests described in Section 2(b) and 2(c) below, the “Pledged Shares”), including, but not limited to, the following:

 (A) all shares, securities, membership interests and other Equity Interests representing a dividend or other
distribution on or in respect of any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any
other dividends, distributions, subscriptions, warrants, securities, rights, options or other property issued to or received or receivable by the holder of, or otherwise in respect of, the Pledged Shares; and 

(B) without affecting the obligations of the Pledgors under any provision prohibiting such action hereunder or under the
Credit Agreement, in the event of any consolidation or merger involving the issuer of any Pledged Shares and in which such issuer is not the surviving entity, all Equity Interests of the successor entity formed by or resulting from such
consolidation or merger. 
 (b) Additional Shares. (i) One hundred percent (100%) (or, if less,
the full amount owned by such Pledgor) of the issued and outstanding Equity Interests owned by such Pledgor of any Person that hereafter becomes a Domestic Subsidiary and (ii) sixty-five percent (66%) (or, if less, the full amount owned by
such Pledgor) of the Voting Equity and one hundred percent (100%) (or, if less, the full amount owned by such Pledgor) of the Non-Voting Equity owned by such Pledgor of any Person that hereafter becomes a Foreign Subsidiary directly owned by
such Pledgor, including, without limitation, the certificates (or other agreements or instruments) representing such Equity Interests. 
 (c) Accessions and Proceeds. All Accessions and all Proceeds of any and all of the foregoing. 
 Without limiting the generality of the foregoing, it is hereby specifically understood and agreed that a Pledgor may from time to time hereafter deliver additional Equity Interests to the Administrative


  
 2 








 
Agent as collateral security for the Secured Obligations. Upon delivery to the Administrative Agent, such additional Equity Interests shall be deemed to be part of the Pledged Collateral of such
Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is amended to refer to such additional Equity Interests. 
 3. Security for Secured Obligations. The security interest created hereby in the Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the Secured Obligations
(subject to Section 23 hereof). 
 4. Delivery of the Pledged Collateral. Each Pledgor hereby agrees that:

 (a) Delivery of Certificates. Each Pledgor shall deliver to the Administrative Agent
(i) simultaneously with or immediately following the execution and delivery of this Pledge Agreement, all certificates representing the Pledged Shares of such Pledgor, if any, and (ii) promptly upon the receipt thereof by or on behalf of a
Pledgor, all other certificates and instruments constituting Pledged Collateral of a Pledgor. Prior to delivery to the Administrative Agent, all such certificates and instruments constituting Pledged Collateral of a Pledgor shall be held in trust by
such Pledgor for the benefit of the Administrative Agent pursuant hereto. All such certificates and instruments shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or
assignment in blank, substantially in the form provided in Exhibit 4(a) attached hereto. 
 (b)
Additional Securities. If such Pledgor shall receive (or become entitled to receive) by virtue of its being or having been the owner of any Pledged Collateral, any (i) certificate issued in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination of shares or membership or other Equity Interests, stock splits, spin-off or split-off; or (ii) option or right, whether as an addition to, substitution for,
conversion of, or an exchange for, any Pledged Collateral or otherwise in respect thereof, then such Pledgor shall accept and receive each such certificate, instrument, option, right, dividend or distribution in trust for the benefit of the
Administrative Agent, shall segregate it from such Pledgor’s other property and shall deliver it forthwith to the Administrative Agent in the exact form received together with any necessary endorsement and/or appropriate stock power duly
executed in blank, substantially in the form provided in Exhibit 4(a), to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 

(c) Financing Statements. Each Pledgor authorizes the Administrative Agent to file one or more financing statements
(with the description of the Pledged Collateral contained herein, including without limitation “all assets” and/or “all personal property” collateral descriptions) disclosing the Administrative Agent’s security interest in
the Pledged Collateral. Each Pledgor agrees to execute and deliver to the Administrative Agent such other filings as may be reasonably requested by the Administrative Agent in order to perfect and protect the security interest created hereby in the
Pledged Collateral of such Pledgor. 
 5. Representations and Warranties. Each Pledgor hereby represents and warrants to
the Administrative Agent, for the benefit of the Secured Parties, that so long as any of the Secured Obligations arising under the Loan Documents (other than contingent indemnification obligations that expressly survive termination of the Loan
Documents for which no claim has been asserted) remain outstanding and until all of the commitments relating thereto have been terminated: 

  
 3 








 (a) Authorization of Pledged Shares. The Pledged Shares (i) are
duly authorized and validly issued, and if the issuer of the applicable Pledged Shares is a corporation, are fully paid and nonassessable and (ii) are not subject to the preemptive rights of any Person. 

(b) Title. Each Pledgor has good and indefeasible title to the Pledged Collateral of such Pledgor and is the legal
and beneficial owner of such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Pledged Shares of such Pledgor,
other than Permitted Liens. 
 (c) Exercising of Rights. The exercise by the Administrative Agent of its
rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting a Pledgor or any of its property; provided, that, the Administrative Agent complies with the
UCC, and/or applicable foreign laws and/or applicable laws relating to the sale of securities, as in each case may be applicable to the exercise of such rights and remedies. 

(d) Pledgor’s Authority. No authorization, approval or action by, and no notice or filing with any
Governmental Authority or with the issuer of any Pledged Collateral or any other Person is required either (i) for the pledge made by a Pledgor or for the granting of the security interest by a Pledgor pursuant to this Pledge Agreement (except
as have been already obtained) or (ii) for the exercise by the Administrative Agent or the Secured Parties of their rights and remedies hereunder (except as may be required by the UCC, and/or applicable foreign laws and/or laws affecting the
offering and sale of securities and/or except as have been obtained as of the date hereof). 
 (e) Security
Interest/Priority. This Pledge Agreement creates a valid security interest in favor of the Administrative Agent for the benefit of the Secured Parties, in the Pledged Collateral. The taking of possession by the Administrative Agent of the
certificates, if any, representing the Pledged Shares and all other certificates and instruments constituting Pledged Collateral will perfect and establish the first priority of the Administrative Agent’s security interest in the Pledged Shares
consisting of certificated securities of Domestic Subsidiaries and, when properly perfected by filing or registration, in all other Pledged Collateral represented by such Pledged Shares issued by a Domestic Subsidiary. Except as set forth in this
Section 5(e), no action is necessary to perfect such security interest. 
 (f) Partnership and
Membership Interests. None of the Pledged Shares consisting of partnership or limited liability company interests (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that
it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset. 

(g) No Other Interests. As of the date hereof, no Pledgor owns any Equity Interests in any Subsidiary other than as
set forth on Schedule 2(a) attached hereto. 
 6. Covenants. Each Pledgor hereby covenants, that so long as any of
the Secured Obligations arising under the Loan Documents remains outstanding (other than contingent indemnification obligations that expressly survive termination of the Loan Documents for which no claim has been asserted) and until all of the
commitments relating thereto have been terminated, such Pledgor shall: 

  
 4 








 (a) Books and Records. Upon the request of the Administrative Agent,
mark its books and records (and shall cause the issuer of the Pledged Shares of such Pledgor to mark its books and records) to reflect the security interest granted to the Administrative Agent, for the benefit of the Secured Parties, pursuant to
this Pledge Agreement. 
 (b) Defense of Title. Warrant and defend title to and ownership of the Pledged
Collateral of such Pledgor at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Collateral free from all Liens, except for Permitted Liens, and not sell, exchange, transfer, assign,
lease or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein, except as permitted under the Credit Agreement and the other Loan Documents. 

(c) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take
all further action that the Administrative Agent may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Collateral of such Pledgor (including, without limitation, any and all action
reasonably necessary to satisfy the Administrative Agent that the Administrative Agent has obtained a first priority perfected security interest in all Pledged Collateral); (ii) enable the Administrative Agent to exercise and enforce its rights
and remedies hereunder in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement, including, without limitation and if reasonably requested by the Administrative Agent after the
occurrence of an Event of Default, delivering to the Administrative Agent irrevocable proxies in respect of the Pledged Collateral of such Pledgor. 
 (d) Compliance with Securities Laws. File all reports and other information now or hereafter required to be filed by such Pledgor with the United States Securities and Exchange Commission and any
other state, federal or foreign agency in connection with the ownership of the Pledged Collateral of such Pledgor. For the avoidance of doubt, this Section 6(d) shall not require any Pledgor to register any Pledged Collateral constituting
securities for public sale under any state or federal law. 
 (e) Issuance or Acquisition of Equity
Interests. Not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may request for the purpose of perfecting its security
interest therein, issue or acquire any Equity Interests constituting Pledged Collateral consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market,
(ii) by its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (v) constitutes a Security or a Financial Asset.

 7. Advances by Secured Parties. On failure of any Pledgor to perform any of the covenants and agreements contained
herein which constitutes an Event of Default and while such Event of Default is continuing, the Administrative Agent may, at its sole option and in its sole discretion, and so long as reasonably practicable, upon not less than two (2) Business
Days prior notice to the applicable Pledgor(s), perform the same and in so doing may expend such sums as the Administrative Agent may deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums,
the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures that the Administrative Agent or the Secured Parties may make for the protection
of the security hereof or may be compelled to make by operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a joint and several basis 

  
 5 








 
(subject to Section 23 hereof) promptly upon timely notice thereof and demand therefor, shall constitute additional Secured Obligations and shall bear interest from the date said
amounts are expended at the Default Rate. No such performance of any covenant or agreement by the Administrative Agent or the Secured Parties on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors of any
default under the terms of this Pledge Agreement, the other Loan Documents or any other documents relating to the Secured Obligations. The Secured Parties may make any payment hereby authorized in accordance with any bill, statement or estimate
procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except
to the extent such payment is being contested in good faith by a Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. 

8. Remedies. 
 (a) General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the Secured Parties shall have, in addition to the rights and
remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the Uniform
Commercial Code of the jurisdiction applicable to the affected Pledged Collateral. 
 (b) Sale of Pledged Collateral.
Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section 8 and without notice (except any notice that may be required under applicable laws), the Administrative Agent
may, in its sole discretion, sell or otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices
and on such other terms as the Administrative Agent may deem commercially reasonable, for cash, credit or for future delivery or otherwise, all in accordance with applicable law. To the extent permitted by law, any Secured Party may in such event,
bid for the purchase of such securities. Each Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of
any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten
Business Days before the time of such sale. The Administrative Agent shall not be obligated to make any sale of Pledged Collateral of such Pledgor regardless of notice of sale having been given. The Administrative Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. 

(c) Private Sale. Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgors recognize that the
Administrative Agent may be unable or deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Collateral and that the Administrative Agent may, therefore, determine to make
one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the
distribution or resale thereof. Each Pledgor acknowledges and agrees that any such private sale may be at prices and on other terms less favorable than the prices and other terms that might have been obtained at a public sale and, notwithstanding
the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to delay sale of any such Pledged Collateral for the period of time
necessary to permit 

  
 6 








 
the issuer of such Pledged Collateral to register such Pledged Collateral for public sale under the Securities Act or under applicable state securities laws. Each Pledgor further acknowledges and
agrees that any offer to sell such Pledged Collateral that has been publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer
may be advertised without prior registration under the Securities Act of 1933, as amended (the “Securities Act”)), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the
Administrative Agent may, in such event, bid for the purchase of such Pledged Collateral. 
 (d) Retention of Pledged
Collateral. To the extent permitted under applicable law, in addition to the rights and remedies hereunder, upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may, after providing the notices
required by Sections 9-620 and 9-621 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, accept or retain all or any portion of the Pledged Collateral in satisfaction of the Secured Obligations.
Unless and until the Administrative Agent shall have provided such notices, however, the Administrative Agent shall not be deemed to have accepted or retained any Pledged Collateral in satisfaction of any Secured Obligations for any reason.

 (e) Deficiency. In the event that the proceeds of any sale, collection or realization are insufficient to pay all
amounts to which the Administrative Agent or the Secured Parties are legally entitled, the Pledgors shall be jointly and severally liable (subject to Section 23 hereof) for the deficiency, together with interest thereon at the Default
Rate, together with the costs of collection and attorneys’ fees and expenses. Any surplus remaining after the full payment and satisfaction of the Secured Obligations (other than (x) contingent indemnification obligations that expressly
survive termination of the Loan Documents for which no claim has been asserted and (y) obligations under Swap Contracts between a Loan Party and a Secured Party and Treasury Management Agreements between a Loan Party and a Secured Party, in
each case, for which no claim has been asserted as of the date of distribution of any such surplus) shall be returned to the Pledgors or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. 

9. Rights of the Administrative Agent. 
 (a) Power of Attorney. Each Pledgor hereby designates and appoints the Administrative Agent, on behalf of the Secured Parties, and each of its designees or agents, as attorney-in-fact of such
Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of an Event of Default: 

(i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Collateral,
all as the Administrative Agent may reasonably deem appropriate; 
 (ii) to commence and prosecute any actions at
any court for the purposes of collecting any of the Pledged Collateral and enforcing any other right in respect thereof; 
 (iii) to defend, settle or compromise any action brought and, in connection therewith, give such discharge or release as the Administrative Agent may reasonably deem appropriate; 

(iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against
the Pledged Collateral; 

  
 7 








 (v) to direct any parties liable for any payment in connection with any of
the Pledged Collateral to make payment of any and all monies due and to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; 

(vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time
in respect of or arising out of any Pledged Collateral; 
 (vii) to sign and endorse any drafts, assignments,
proxies, stock powers, verifications, notices and other documents relating to the Pledged Collateral; 
 (viii)
to execute and deliver all assignments, conveyances, statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that the Administrative Agent may reasonably deem appropriate in order to perfect
and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein; 
 (ix) to exchange any of the Pledged Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith,
deposit any of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Administrative Agent may reasonably deem appropriate; 

(x) to vote for a shareholder or member resolution, or to sign an instrument in writing, sanctioning the transfer of any
or all of the Pledged Collateral into the name of the Administrative Agent or one or more of the Secured Parties or into the name of any transferee to whom the Pledged Collateral or any part thereof may be sold pursuant to Section 8
hereof; and 
 (xi) to do and perform all such other acts and things as the Administrative Agent may reasonably
deem appropriate in connection with the Pledged Collateral. 
 This power of attorney is a power coupled with an interest and
shall be irrevocable for so long as any of the Secured Obligations arising under the Loan Documents (other than contingent indemnification obligations that expressly survive termination of the Loan Documents for which no claim has been asserted)
shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Administrative Agent shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or for any error of
judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Administrative Agent
solely to protect, preserve and realize upon its security interest in the Pledged Collateral. 
 (b) Assignment by the
Administrative Agent. The Administrative Agent may from time to time assign the Pledged Collateral and any portion thereof to a successor agent in accordance with the Credit Agreement, and the assignee shall be entitled to all of the rights and
remedies of the Administrative Agent under this Pledge Agreement in relation thereto. 
 (c) The Administrative Agent’s
Duty of Care. Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while being held by the Administrative Agent 

  
 8 








 
hereunder, the Administrative Agent shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgors shall be responsible for preservation
of all rights in the Pledged Collateral, and the Administrative Agent shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering the surrender of it to the Pledgors. The Administrative Agent shall be deemed
to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property of
such type, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect
to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to
preserve rights against any parties with respect to any of the Pledged Collateral. 
 (d) Voting Rights in Respect of the
Pledged Collateral. 
 (i) Except as provided in Section 9(d)(ii) below, each Pledgor may
exercise any and all voting and other consensual rights pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Credit Agreement; and 

(ii) Upon the occurrence and during the continuance of an Event of Default and delivery by the Administrative Agent to the
applicable Pledgor of notice of its intent to exercise its rights under this Section 9(d), all rights of a Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph
(i) of this subsection shall cease and all such rights shall thereupon become vested in the Administrative Agent, which shall then have the sole right to exercise such voting and other consensual rights. 

(e) Dividend Rights in Respect of the Pledged Collateral. 

(i) Except as set forth in Section 9(e)(ii) below and subject to Section 4(b) hereof, each Pledgor
may receive and retain any and all dividends and distributions (other than dividends and other distributions constituting Pledged Collateral) or interest paid in respect of the Pledged Collateral to the extent they are allowed under the Credit
Agreement. 
 (ii) Upon the occurrence and during the continuance of an Event of Default and delivery by the
Administrative Agent to the applicable Pledgor of notice of its intent to exercise its rights under this Section 9(e): 
 (A) all rights of a Pledgor to receive the dividends, distributions and interest payments that it would otherwise be authorized to receive and retain pursuant to paragraph (i) of this subsection
shall cease and all such rights shall thereupon be vested in the Administrative Agent, which shall then have the sole right to receive and hold as Pledged Collateral such dividends, distributions and interest payments; and 

(B) all dividends and interest payments that are received by a Pledgor contrary to the provisions of paragraph (A) of
this subsection shall be received in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Pledgor, and shall be forthwith paid over to the Administrative Agent as


  
 9 








 
Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Secured Obligations. 

(f) Release of Pledged Collateral. The Administrative Agent may release any of the Pledged Collateral from this Pledge Agreement
or may substitute any of the Pledged Collateral for other Pledged Collateral without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Collateral not expressly
released or substituted, and this Pledge Agreement shall continue as a first priority lien on all Pledged Collateral not expressly released or substituted. 
 10. Application of Proceeds. Upon the occurrence and during the continuation of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of the Pledged Collateral,
when received by the Administrative Agent or any of the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations in the order set forth in Section 9.03 of the Credit Agreement, and each Pledgor
irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds
in the Administrative Agent’s sole discretion, notwithstanding any entry to the contrary upon its books and records. 
 11.
Continuing Agreement. 
 (a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in
full force and effect so long as any of the Secured Obligations arising under the Loan Documents (other than contingent indemnification obligations that expressly survive the termination of the Loan Documents for which no claim has been asserted)
remain outstanding and until all of the commitments relating thereto have been terminated. Upon payment and satisfaction of all Secured Obligations arising under the Loan Documents (other than contingent indemnification obligations that expressly
survive termination of the Loan Documents for which no claim has been asserted) and termination of all commitments relating thereto, this Pledge Agreement shall be automatically terminated and the Administrative Agent and the Secured Parties shall,
upon the request and at the expense of the Pledgors, forthwith release all of its liens and security interests hereunder, shall return all certificates or instruments pledged hereunder and shall execute and deliver all UCC termination statements
and/or other documents reasonably requested by the Pledgors evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement. 

(b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in
whole or in part, of any of the Secured Obligations under the Loan Documents is rescinded or must otherwise be restored or returned by the Administrative Agent or any Secured Party as a preference, fraudulent conveyance or otherwise under any
bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all costs and expenses (including,
without limitation, attorneys’ fees and disbursements) incurred by the Administrative Agent or any Secured Party in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations. 

12. Amendments and Waivers. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed,
discharged or terminated except as set forth in Section 11.01 of the Credit Agreement. 

  
 10 









 13. Successors in Interest. This Pledge Agreement shall create a continuing security
interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of the Administrative Agent and the Secured Parties hereunder, to the benefit of the
Administrative Agent and the Secured Parties and their successors and permitted assigns; provided, however, that, except as provided in the Credit Agreement, none of the Pledgors may assign its rights or delegate its duties hereunder without
the prior written consent of the requisite Lenders under the Credit Agreement. 
 14. Notices. All notices required or
permitted to be given under this Pledge Agreement shall be given as provided in Section 11.02 of the Credit Agreement. 
 15. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and
the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart. 
 16. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge
Agreement. 
 17. Governing Law; Submission to Jurisdiction; Venue. 

(a) THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 

(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS PLEDGE AGREEMENT, EACH PLEDGOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND
EACH SECURED PARTY, CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH PLEDGOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PLEDGE AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PLEDGOR AND THE ADMINISTRATIVE AGENT, ON BEHALF OF ITSELF AND EACH SECURED PARTY, WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE. 
 18. Waiver of Right to Trial by Jury. 

EACH PARTY TO THIS PLEDGE AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION


  
 11 









 
ARISING UNDER THIS PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS
PLEDGE AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS PLEDGE AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 19. Severability. If any provision of
this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal,
invalid or unenforceable provisions. 
 20. Entirety. This Pledge Agreement, the other Loan Documents and the other
documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence
relating to the Loan Documents, any other documents relating to the Secured Obligations, or the transactions contemplated herein and therein. 
 21. Survival. All representations and warranties of the Pledgors hereunder shall survive the execution and delivery of this Pledge Agreement, the other Loan Documents and the other documents
relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith. 
 22. Other Security. To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Pledged Collateral (including, without limitation, real and other
personal property owned by a Pledgor), or by a guarantee, endorsement or property of any other Person, then to the maximum extent permitted by applicable law the Administrative Agent shall have the right to proceed against such other property,
guarantee or endorsement upon the occurrence and during the continuation of any Event of Default, and the Administrative Agent shall have the right, in its sole discretion, to determine which rights, security, liens, security interests or remedies
the Administrative Agent shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or the Secured Obligations or any of the rights of the Administrative Agent or the
Secured Parties under this Pledge Agreement, under any of the other Loan Documents or under any other document relating to the Secured Obligations. 
 23. Joint and Several Obligations of Pledgors. 
 (a) Each of the Pledgors
is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the Secured Parties, for the mutual benefit, directly and indirectly, of each of the Pledgors and in consideration of the
undertakings of each of the Pledgors to accept joint and several liability for the obligations of each of them. 
 (b) Each of
the Pledgors jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Pledgors with respect to the payment and performance of all of the Secured
Obligations arising under this Pledge 

  
 12 









 
Agreement, the other Loan Documents and any other documents relating to the Secured Obligations, it being the intention of the parties hereto that all the Secured Obligations shall be the joint
and several obligations of each of the Pledgors without preferences or distinction among them. 
 (c) Notwithstanding any
provision to the contrary contained herein, in any other of the Loan Documents or in any other documents relating to the Secured Obligations, the obligations of each Guarantor under the Credit Agreement, the other Loan Documents and the documents
relating to the Secured Obligations shall be limited to an aggregate amount equal to the largest amount that would not render such obligations subject to avoidance under Section 548 of the Bankruptcy Code or any comparable provisions of any
applicable state law. 
 [Signature Pages Follow] 

  
 13 









 Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly
executed and delivered as of the date first above written. 
  

									
	PLEDGORS:	 		 	FLEETCOR TECHNOLOGIES OPERATING COMPANY, LLC, a Georgia limited liability company
					
		 		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

  

									
		 		 	 FLEETCOR TECHNOLOGIES, INC.,
 a Delaware corporation

					
		 		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

  

									
		 		 	 CFN HOLDING CO.,
 a
Delaware corporation

				
		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

  

									
		 		 	 CLC GROUP, INC.,
 a
Delaware corporation

				
		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

  

									
		 		 	 CORPORATE LODGING CONSULTANTS, INC.,
 a Kansas corporation

				
		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

  

									
		 		 	 CREW TRANSPORTATION SPECIALISTS, INC.,
 a Kansas corporation

				
		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

 Pledge Agreement 
 FleetCor Technologies, Inc. 








									
		 		 	 MANNATEC, INC.,
 a
Georgia corporation

				
		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

  

									
		 		 	 FLEETCOR FUEL CARDS LLC,
 a Delaware limited liability company

				
		 		 	By:	 	/s/ Eric R. Dey
		 		 		 	Name:	 	Eric R. Dey
		 		 		 	Title:	 	Chief Financial Officer and Secretary

 Pledge Agreement 
 FleetCor Technologies, Inc. 








			
	Accepted and agreed to as of the date first above written.
	
	 BANK OF AMERICA, N.A.,
 as Administrative Agent

		
	By:	 	/s/ Roberto Salazar
	Name:	 	Roberto Salazar
	Title:	 	Vice President

 Pledge Agreement 
 FleetCor Technologies, Inc. 







 SCHEDULE 2(a) 
 EQUITY INTERESTS 
  

																	
	 Pledgor
	 	 Issuer
	 	Number
of
Shares/
Interests
Issued	 	 	Certificate
Number	 	Percentage
Ownership	 	 	Percentage
Pledged	 
	 FleetCor Technologies, Inc.
	 	FleetCor Technologies Operating Company, LLC	 	 	N/A	  	 	1	 	 	100	% 	 	 	100	% 
	 FleetCor Technologies Operating Company, LLC
	 	Mannatec, Inc.	 	 	500	  	 	5	 	 	100	% 	 	 	100	% 
	 FleetCor Technologies Operating Company, LLC
	 	CFN Holding Co.	 	 	100	  	 	2	 	 	100	% 	 	 	100	% 
	 FleetCor Technologies Operating Company, LLC
	 	CLC Group, Inc.	 	 	58,023.096	  	 	28	 	 	100	% 	 	 	100	% 
	 CLC Group, Inc.
	 	Corporate Lodging Consultants, Inc.	 	 	1,000	  	 	3	 	 	100	% 	 	 	100	% 
	 CLC Group, Inc.
	 	Crew Transportation Specialists, Inc.	 	 	1,000	  	 	3	 	 	100	% 	 	 	100	% 
	 FleetCor Technologies Operating Company, LLC
	 	ReD Fuel Cards LLC, n/k/a FleetCor Fuel Cards LLC	 	 	41,000,000	  	 	2	 	 	100	% 	 	 	100	% 
	 ReD Fuel Cards LLC, n/k/a FleetCor Fuel Cards LLC
	 	ReD Fuel Cards (Europe) Limited	 	 	32,500	  	 	12	 	 	100	% 	 	 	66	% 








 EXHIBIT 4(a) 
 FORM OF IRREVOCABLE STOCK POWER 
 FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers to the following shares of capital stock of
                                    , a
                         corporation: 
  

			
	 Number of Shares
	  	Certificate Number

 and irrevocably appoints
                                         
                                    its agent and attorney-in-fact to
transfer all or any part of such capital stock and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. 

 

			
	[HOLDER]
		
	By:	 	 
	Name:	 	
	Title: