PAR TECHNOLOGY CORP
For the period ended Dec 31, 2024. Filed Mar 3, 2025.
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FY2024 · Filed Mar 3, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements:
PAR's consolidated financial statements and notes thereto are included in "Part II, Item 8. Financial Statements and Supplementary Data" of this Annual Report.
(a) 2. Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Annual Report.
(a) 3. Exhibits
| ExhibitNumber | Exhibit Description | Form (File No.) | Exhibit | Date Filed/Furnished |
|---|---|---|---|---|
| 2.1 | Purchase Agreement, dated March 8, 2024, PAR Technology Corporation, ParTech, Inc., the persons identified as Company Sellers on the signature pages thereto, Longshore Capital Fund I, L.P., a Delaware limited partnership, and Longshore Capital Management, LLC, a Delaware limited liability company, in its capacity as the Seller Representative. | Form 8-K (File No. 001-09720) | 2.1 | 3/11/2024 |
| 2.2 | Scheme Implementation Agreement, dated March 9, 2024, by and between PAR Technology Corporation and TASK Group Holdings Limited. | Form 8-K (File No. 001-09720) | 2.2 | 3/11/2024 |
| 2.3 | Stock Purchase Agreement, dated June 7, 2024, by and among Booz Allen Hamilton Inc., PAR Government Systems Corporation, and PAR Technology Corporation | Form 8-K (File No. 001-09720) | 2.1 | 6/10/2024 |
| 3.1 | Restated Certificate of Incorporation, as currently in effect | Form 8-K (File No.001-09720) | 3.2 | 6/6/2024 |
| 3.2 | Amended and Restated Bylaws, as currently in effect | Form 8-K (File No.001-09720) | 3.1 | 2/14/2024 |
| 4.1 | Specimen Certificate for shares of common stock | Form S-2 (File No. 333-04077) | 4 | 5/20/1996 |
| 4.2 | Indenture, dated as of February 10, 2020, between PAR Technology Corporation, as Issuer, and the Bank of New York Mellon Trust Company, N.A., as Trustee | Form 8-K (File No. 001-09720) | 4.1 | 2/10/2020 |
| 4.3 | Base Indenture, dated as of September 17, 2021, between PAR Technology Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee | Form 8-K (File No. 001-09720) | 4.1 | 9/17/2021 |
| 4.4 | First Supplemental Indenture, dated as of September 17, 2021, between PAR Technology Corporation and The Bank of New York Mellon Trust Company, N.A., as Trustee | Form 8-K (File No. 001-09720) | 4.2 | 9/17/2021 |
| 4.5 | Indenture, dated as of January 24, 2025, between PAR Technology Corporation, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee | Form 8-K (File No. 001-09720) | 4.1 | 1/24/2025 |
| 4.6 | Description of Securities | Filed herewith | ||
| 10.1 †† | PAR Technology Corporation 2015 Equity Incentive Plan | Form S-8 (File No. 333-208063) | 4.2 | 11/16/2015 |
| 10.2 †† | PAR Technology Corporation 2015 Equity Incentive Plan Notice of Award (Form) | Form S-8 (File No. 333-208063) | 4.3 | 11/16/2015 |
| 10.3 †† | PAR Technology Corporation 2015 Equity Incentive Plan Outside Director Notice of Restricted Stock Award and Agreement (Form) | Form S-8 (File No. 333-208063) | 4.4 | 11/16/2015 |
| ExhibitNumber | Exhibit Description | Form (File No.) | Exhibit | Date Filed/Furnished |
|---|---|---|---|---|
| 10.4 †† | PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notice - Option Award and Option Award Agreement (Form Effective November 2017) | Form 10-K (File No. 001-09720) | 10.16 | 3/16/2018 |
| 10.5 †† | PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notice - Restricted Stock Award and Restricted Stock Award Agreement (Form Effective November 2017, employees and directors) | Form 10-K (File No. 001-09720) | 10.17 | 3/16/2018 |
| 10.6 †† | Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan | Form S-8 (File No. 333-232589) | 99.1 | 7/9/2019 |
| 10.7 †† | Form of Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notice - Option Award and Option Award Agreement | Form 10-Q (File No. 001-09720) | 10.2 | 8/7/2019 |
| 10.8 †† | Form of Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notice - Restricted Stock Award and Restricted Stock Award Agreement | Form 10-Q (File No. 001-09720) | 10.3 | 8/7/2019 |
| 10.9 †† | Grant Notice - Restricted Stock Award and Restricted Stock Award Agreement, Grant Date May 13, 2019, Savneet Singh | Form 10-Q (File No. 001-09720) | 10.4 | 8/7/2019 |
| 10.10 †† | Form of Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notices - Restricted Stock Unit Award and Restricted Stock Unit Award Agreement | Form 10-K (File No. 001-09720) | 10.15 | 3/16/2020 |
| 10.11 †† | Form of Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notices - Restricted Stock Unit Award and Restricted Stock Unit Award Agreement | Form 10-K (File No. 001-09720) | 10.11 | 2/27/2024 |
| 10.12 †† | Amended and Restated PAR Technology Corporation, 2015 Equity Incentive Plan, as amended June 3, 2024 | Form 10-Q (File No. 001-09720) | 10.1 | 8/8/2024 |
| 10.13 †† | Form of Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan - Grant Notices - Restricted Stock Unit Award and Restricted Stock Unit Award Agreement | Filed herewith | ||
| 10.14 †† | Employment Offer Letter, dated November 14, 2016, between Bryan Menar and PAR Technology Corporation | Form 10-K (File No. 001-09720) | 10.22 | 4/17/2017 |
| 10.15 †† | Employment Letter: Service as Chief Executive Officer, dated February 27, 2020, between PAR Technology Corporation and Savneet Singh | Form 10-K (File No. 001-09720) | 10.20 | 3/16/2020 |
| 10.16 †† | Amended and Restated PAR Technology Corporation 2015 Equity Incentive Plan, as amended, June 4, 2020 | Form S-8 (File No. 333-239230) | 99.1 | 6/17/2020 |
| 10.17 †† | Amendment to Employment Letter between PAR Technology Corporation and Savneet Singh, dated February 16, 2021 | Form 10-K (File No. 001-09720) | 10.24 | 3/16/2021 |
| ExhibitNumber | Exhibit Description | Form (File No.) | Exhibit | Date Filed/Furnished |
|---|---|---|---|---|
| 10.18 | Securities Purchase Agreement, dated April 8, 2021, between PAR Technology Corporation and PAR Act III, LLC | Form 8-K (FileNo. 001-09720) | 10.2 | 4/8/2021 |
| 10.19 | Securities Purchase Agreement, dated April 8, 2021, among PAR Technology Corporation and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser | Form 8-K (FileNo. 001-09720) | 10.3 | 4/8/2021 |
| 10.20 | Registration Rights Agreement, dated April 8, 2021, between PAR Technology Corporation and PAR Act III, LLC | Form 8-K (FileNo. 001-09720) | 10.4 | 4/8/2021 |
| 10.21 | Registration Rights Agreement, dated April 8, 2021, among PAR Technology Corporation and certain funds and accounts advised by T. Rowe Price Associates, Inc., acting as investment adviser | Form 8-K (FileNo. 001-09720) | 10.5 | 4/8/2021 |
| 10.22 | Investor Rights Agreement, dated April 8, 2021, between PAR Technology Corporation and PAR Act III, LLC | Form 8-K (FileNo. 001-09720) | 10.6 | 4/8/2021 |
| 10.23 | Common Stock Purchase Warrant, dated April 8, 2021, in favor of PAR Act III, LLC | Form 8-K (FileNo. 001-09720) | 10.7 | 4/8/2021 |
| 10.24 †† | Offer of Employment letter, dated October 4, 2021, to Raju Malhotra | Form 10-K (File No. 001-09720) | 10.32 | 3/1/2022 |
| 10.25 †† | Offer of Employment letter, dated October 28, 2021, to Michael D. Nelson | Form 10-K (File No. 001-09720) | 10.33 | 3/1/2022 |
| 10.26 †† | Amendment to Employment Letter between PAR Technology Corporation and Savneet Singh, dated March 16, 2022 | Form 10-Q (File No. 001-09720) | 10.1 | 5/10/2022 |
| 10.27 †† | Amendment to Employment Letter between PAR Technology Corporation and Savneet Singh, dated May 9, 2023 | Form 10-Q (File No. 001-09720) | 10.1 | 5/10/2023 |
| 10.28 | Consulting Agreement, effective as of January 2, 2024, between PAR Technology Corporation and PAR Act III, LLC | Form 8-K (FileNo. 001-09720) | 99.1 | 1/4/2024 |
| 10.29 | Amendment No. 1 to Common Stock Purchase Warrant and Registration Rights Agreement, dated January 2, 2024, between PAR Technology Corporation and PAR Act III, LLC | Form 8-K (FileNo. 001-09720) | 99.2 | 1/4/2024 |
| 10.30 †† | Separation Letter, dated February 9, 2024, to Raju Malhotra | Form 10-Q (FileNo. 001-09720) | 10.1 | 5/9/2024 |
| 10.31 | Securities Purchase Agreement, dated March 7, 2024, between PAR Technology Corporation and the purchasers identified therein. | Form 8-K (FileNo. 001-09720) | 10.1 | 3/11/2024 |
| ExhibitNumber | Exhibit Description | Form (File No.) | Exhibit | Date Filed/Furnished |
|---|---|---|---|---|
| 10.32 | Registration Rights Agreement, dated March 8, 2024, between PAR Technology Corporation and the purchasers identified therein. | Form 8-K (FileNo. 001-09720) | 10.2 | 3/11/2024 |
| 10.33 †† | Amendment to the Amended and Restated Employment Letter between PAR Technology Corporation and Savneet Singh, dated March 25, 2024 | Form 8-K (FileNo. 001-09720) | 10.1 | 3/28/2024 |
| 10.34 | Credit Agreement, dated July 5, 2024, by and among PAR Technology Corporation, its subsidiaries party thereto as guarantors, the entities party thereto as lenders, Blue Owl Capital Corporation, as administrative agent and collateral agent, and Blue Owl Credit Advisors, LLC, as lead arranger and bookrunner. | Form 8-K (FileNo. 001-09720) | 10.1 | 7/11/2024 |
| 10.35 | First Amendment to Credit Agreement, dated July 10, 2024, by and among PAR Technology Corporation, its subsidiaries party thereto as guarantors, the entities party thereto as lenders, Blue Owl Capital Corporation, as administrative agent and collateral agent, and Blue Owl Credit Advisors, LLC, as lead arranger and bookrunner. | Form 8-K (FileNo. 001-09720) | 10.2 | 7/11/2024 |
| 19 | Insider Trading Policy | Filed herewith | ||
| 21 | Subsidiaries of PAR Technology Corporation | Filed herewith | ||
| 23 | Consent of Deloitte & Touche LLP | Filed herewith | ||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | Filed herewith | ||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended | Filed herewith | ||
| 32.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 | Furnished herewith | ||
| 32.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350 | Furnished herewith | ||
| ExhibitNumber | Exhibit Description | Form (File No.) | Exhibit | Date Filed/Furnished |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | ||
| 101.INS | XBRL Instance Document | Filed herewith | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed herewith | ||
†† Indicates management contract or compensatory plan or arrangement.
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