3
65.00%
VeriFone Espana S.A.*
VeriFone, Inc.
Spain
10,000
9,998
65.00%
VeriFone Luxembourg S.A.R.L.*
Hypercom Corporation
Luxembourg
20,000
20,000
65%1
* Immaterial First Tier Foreign Subsidiary as of the Closing Date.
1 Shares are uncertificated.
SCHEDULE II
LIST OF PLEDGED NOTES
VeriFone Consolidated Group Global Intercompany Note
SCHEDULE III
LIST OF PLEDGED LLC INTERESTS
Name of Issuer
Holder of Equity Interest
Jurisdiction
Number of Interests Authorized
Number of Interests Issued to Holder of Equity Interest
% of Interest Pledged
VeriFone Media, LLC
VeriFone, Inc.
Delaware
11,111
11,111
100.00%
VeriFone B.V.*
VeriFone, Inc.
Netherlands
200,000
40,000
65
%
* Immaterial First Tier Foreign Subsidiary as of the Closing Date.
1 Shares are uncertificated.
SCHEDULE III
SCHEDULE IV
LIST OF PLEDGED PARTNERSHIP INTERESTS
None.
SCHEDULE 4.01
CERTAIN POST-CLOSING MATTERS
1.
Delivery of certificated stock of first-tier foreign subsidiaries of Hypercom
Corporation to be completed within 120 days after Closing.
2.
Perfection of pledge with respect to VeriFone Luxembourg S.A.R.L., VeriFone
Israel Ltd., VeriFone do Brasil Ltda. and VeriFone, S.A. de. C.V. to be
completed within 60 days after Closing.
3.
Perfection of pledge with respect to VeriFone Singapore Pte. Ltd. and VeriFone
Systems Pte Ltd to be completed within 120 days after Closing.
4.
Delivery of certificated securities and stock powers of Carp Acquisition Corp.
EXHIBIT A
Form of Issuer Control Agreement
CONTROL AGREEMENT dated as of [As of Date] among [LOAN PARTY NAME], JPMORGAN
CHASE BANK, N.A., as Collateral Agent, and [ISSUER NAME].
[Loan Party Name], [Loan Party Description] (together with its successors and
permitted assigns, the "Loan Party"), and JPMorgan Chase Bank, N.A., as
Collateral Agent (together with its successor or successors in such capacity,
the "Collateral Agent"), [propose to enter] [have entered] into a Pledge
Agreement dated as of [As of Date] (as the same may be amended, supplemented or
modified from time to time, the "Pledge Agreement"), under which the Loan Party
[will pledge] [has pledged] to the Collateral Agent, and [will grant] [has
granted] a security interest in favor of the Collateral Agent in, all right,
title and interest of the Loan Party in, to and under any and all (i)
Uncertificated Securities (as defined in the Pledge Agreement), (ii) Partnership
Interests (as defined in the Pledge Agreement) and
(iii) LLC Interests (as defined in the Pledge Agreement), in each case issued
from time to time by [Issuer Name], [Issuer Description] (together with its
successors, the "Issuer"), whether now existing or hereafter from time to time
acquired by the Loan Party (all of such Uncertificated Securities, Partnership
Interests and LLC Interests being herein collectively referred to as the
"Pledged Interests") to secure the payment and performance of the Finance
Obligations (as defined in the Pledge Agreement). Capitalized terms defined or
otherwise used in the Pledge Agreement and not otherwise defined herein have, as
used herein, the respective meanings provided for therein.
The Loan Party desires that the Issuer enter into this Agreement to perfect the
security interest of the Collateral Agent