Placement Agreement

EXHIBIT 10.2

Placement Agreement

between

7-Eleven, Inc.

and

Cardtronics, LP

July 20, 2007

Table of Contents

				Page
1.		Background			1
2.		Definitions			1
3.		Installation of Financial Services Kiosks in Stores			8
4.		Equipment			15
5.		Maintenance of Financial Services Kiosks			15
6.		Personnel			16
7.		Cardtronics Services			17
8.		Payments and Consideration			18
9.		Intellectual Property and Software			18
10.		Confidentiality and Information Security			20
11.		Advertising and Marketing			22
12.		POS Non-Exclusivity and Non-Solicitation			24
13.		Contract and Project Management			25
14.		Regulatory Compliance			26
15.		Title; Risk of Loss; Taxes			26
16.		Insurance and Indemnity			29
17.		Reporting and Audit Rights			34
18.		Term and Termination			34
19.		General			38

Schedules

Schedule A		-		Financial Services
Schedule B		-		Financial Services Kiosks Deployed at Effective Date
Schedule C		-		Financial Services Kiosk Physical Requirements
Schedule D		-		Service Levels and Liquidated Damages
Schedule E		-		Payment and Consideration for Financial Services
Schedule F		-		Periodic Reports
Schedule G		-		Quarterly Meetings
Schedule H		-		Obligations Related to Financial Network Contracts

Placement Agreement

     This PLACEMENT AGREEMENT is executed on this 1st day of June, 2007 (the “Effective Date”), by and between 7-Eleven, Inc., a Texas corporation (“7-Eleven”), with principal offices at 1722 Routh Street, Suite 1000, Dallas, TX 75201, and Cardtronics, LP, a Delaware limited partnership (“Cardtronics”) with principal offices at 3110 Hayes Road, #300, Houston, Texas 77082.

7-Eleven, Inc. and Cardtronics, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1 Background and Objectives of the Parties .

(a) The Parties have entered into the Purchase Agreement as of the Effective Date. The Parties are entering into this Agreement contemporaneously with the Purchase Agreement.

(b) Cardtronics desires to maintain existing and install new Financial Services Kiosks in the Stores and offer the Financial Services via the Financial Services Kiosks, and receive the revenues therefrom, all in accordance with the terms and conditions of this Agreement.

(c) 7-Eleven desires to receive compensation for allowing the Financial Services Kiosks to be placed in the Stores in accordance with the terms and conditions of this Agreement.

1.2 Construction . The provisions of this Section 1 are intended to be a general introduction to this Agreement and are not intended to be binding on the Parties.

For purposes of this Agreement, the following capitalized terms shall have the meanings ascribed thereto. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings therein indicated.

2.1 “Accessway” shall mean the area immediately adjacent to a Financial Services Kiosk reasonably necessary for a customer to access and use the Financial Services Kiosk.

2.2 “Advanced Financial Services Functionality” shall mean advanced financial and other kiosk based service offerings excluding ATM Functionality which as of the Effective Date consist of: check cashing, money transfer, bill payment, deposit taking capabilities, and coupon or other promotional activities via receipt printing or usage of screens, financial institution guest member verification, financial institution balance and history print, financial institution account transfers (including share to share, share to loan, loan to loan, loan to share), financial institution cash advances (cash only), and financial institution loan payment (cash only and check where available).

2.3 “Advanced Financial Services Minimums” shall mean that there are installed and Cardtronics is operating Financial Services Kiosks with Advanced Financial Services Functionality in no fewer than: 75% of Stores by the fourth anniversary of the Effective Date.

2.4 “Affiliate” shall mean, with respect to any person, any other person controlling, controlled by or under common control with such person. The term “Affiliate” shall not include franchisees or area licensees of 7-Eleven.

2.5 “Agreement” shall mean this Placement Agreement, together with all schedules, exhibits and attachments hereto, and any modification or amendment thereto made in accordance with the terms hereof.

2.6 “ATM Functionality” means traditional automated teller machine functions including cash withdrawals, balance inquiries, account transfers, credit and/or debit card cash advances, transaction denials, or any other functions agreed to in writing by both Parties.

2.7 “Branding Partners” means those parties in contractual arrangements with 7-Eleven as of the Effective Date which permit such party to use a 7-Eleven mark in association with a Financial Services Kiosk, including but not limited to FSCC, Coop, Citi and TCF. 7-Eleven may agree to designate additional Branding Partners.

2.8 “Can Sign” shall have the meaning set forth in Section 11.1 .

2.9 “Cardtronics Facilities” shall mean all locations where Financial Services Kiosks are installed other than Stores.

2.10 “Cardtronics Marks” shall have the meaning set forth in Section 9.3(a) .

2.11 “Cardtronics Services” shall mean the Financial Services and other services provided by Cardtronics in accordance with this Agreement.

2.12 “Cardtronics Software” shall mean and include the software that is both (i) owned by or licensed to Cardtronics or its Affiliates, or their respective subcontractors or third party vendors, as of the Effective Date, or subsequently developed by Cardtronics or its Affiliates (or by third party vendors for Cardtronics or its Affiliates), or their respective subcontractors or third party vendors, and any new software subsequently purchased or licensed by Cardtronics or its Affiliates, or their respective subcontractors, from third parties, including (to the extent such right to the software was given to Cardtronics or its Affiliates or their respective subcontractors as part of the purchase or license), source code, object code and documentation relating to such software and any modifications, enhancements, revisions or supplements to such owned, developed, purchased or licensed software from time to time, and (ii) used to provide the Financial Services. As between the Parties and their Affiliates, Cardtronics shall own all right, title and interest in and to the Cardtronics Software.

2.13 “Claims” shall have the meaning set forth in Section 16.4 .

2.14 “Competitor” shall mean any entity that sells grocery and/or prepared food products or other basic products and services, including gasoline, emphasizing convenience, in a manner

substantially similar to 7-Eleven, including but limited to convenience store operations, retail gasoline/convenience facilities operated by either major oil companies or retail companies, either forecourt or off premises, and drugstores. By way of example, while not intended to be an exhaustive list, the following are examples of companies classified as Competitors of 7-Eleven; (i) any location selling gasoline that also offers convenience products; (ii) drugstores such as Walgreen’s, CVS, and Rite Aid; and (iii) any convenience store.

2.15 “Confidential Information” shall have the meaning set forth in Section 10.1 .

2.16 “Customer Data” shall mean and include all Transaction or membership data and personally identifying or other customer information (such as names, addresses, social security numbers, dates of birth, home or work telephone numbers and employers) obtained as a direct result of a person’s registration for, purchase, attempted purchase and/or utilization of, the Financial Services on or via the Financial Services Kiosks . As between the parties, any Customer Data obtained as a result of the Cardtronics Services shall be owned by Cardtronics.

2.17 “Disclosing Party” shall have the meaning set forth in Section 10.1 .

2.18 “Effective Date” is the date defined as such in the first paragraph of this Agreement.

2.19 “Exclusive Rights” shall have the meaning set forth in Section 3.1 .

2.20 “Financial Services” shall mean the ATM Functionality and Advanced Financial Services Functionality services and products offered via the Financial Services Kiosks as set forth on Schedule A , and any other services and products offered via the Financial Services Kiosks in accordance with the terms and conditions of this Agreement.

2.21 “Financial Services Change” shall have the meaning set forth in Section 7.2 .

2.22 “Financial Services Kiosk” shall mean each kiosk (including hardware and software) together with any and all other equipment, fixtures, and signage (if affixed to the Financial Services Kiosk or part of the surround) used to provide either ATM Functionality or Advanced Financial Services Functionality.

2.23 “Financial Services Kiosk Area” shall mean that space within a Store necessary for placement of the Financial Services Kiosk, which shall be designated in accordance with Section 3.8 .

2.24 “Financial Services Kiosk Project” shall mean the development, installation, testing, operation and maintenance of Financial Services Kiosks.

2.25 “Franchisee Amendment” shall have the meaning set forth in Section 3.2 .

2.26 “Intellectual Property Rights” shall mean all industrial, intellectual property or other rights of a person in, to or arising out of (a) United States or foreign patents and all corresponding rights throughout the world, or applications therefor and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) inventions (whether patentable or not in any country), ideas, conceptions (including invention disclosures and

whether or not reduced to practice), industrial designs, improvements, trade secrets, proprietary information, know-how, technology and technical data, (c) copyrights, mask works, copyright registrations, mask work registrations and applications therefor in the United States or any foreign country, and all other rights corresponding thereto throughout the world, (d) United States or foreign registered or common law trademarks, service marks, trade dress, trade names, logos, intent-to-use registrations or notices, and applications to register or use any of the foregoing anywhere in the world, (e) trade secrets and Confidential Information, (f) any other proprietary rights in technology, including software, all source and object code, algorithms, architecture, structure, display screens, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including, without limitation, manuals, memoranda, records, business information, or trade marks, trade dress or names, anywhere in the world, and all rights necessary for the worldwide development, manufacture, modification, enhancement, creation of derivatives thereof, sale, licensing, use, reproduction, publishing and display of such technology or other asset and all modifications and enhancements thereto and derivatives thereof and (g) all rights to sue or recover and retain damages, costs and attorneys’ fees for present and past infringement of any of the foregoing.

2.27 “Minimum Store Commitment” shall have the meaning set forth in Section 3.7 .

2.28 “Party” shall mean either 7-Eleven or Cardtronics and “Parties” means both 7-Eleven and Cardtronics.

2.29 “Person” shall mean an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other entity.

2.30 “Purchase Agreement” shall mean the Asset Purchase Agreement of even date herewith between the Parties for the sale by 7-Eleven and Vcom Financial Services, Inc. to Cardtronics of assets relating to the Financial Services Kiosk Project and an assumption of certain liabilities related to such assets.

2.31 “Receiving Party” shall have the meaning set forth in Section 10.1 .

2.32 “Remodeling” shall mean removal, rearrangement and/or addition of shelving or other merchandising equipment and facilities, the installation of electrical, data communication, and other service with appurtenant outlets and any other improvements or alterations necessitated by installation, preparation or construction of a Financial Services Kiosk Area, in an existing Store. For the avoidance of doubt, build out of a new Store shall not constitute Remodeling.

2.33 “Removal” shall mean the removal of a Financial Services Kiosk upon expiration or termination of this Agreement pursuant to Section 18.7 .

2.34 “Root Cause Analysis” means the formal process used by Cardtronics to diagnose the underlying cause of problems at the lowest reasonable level so that corrective action can be taken that shall eliminate repeat failures.

2.35 “7-Eleven Marks” shall have the meaning set forth in Section 9.3(b) .

2.36 “Service Level Credits” means the liquidated damages to which 7-Eleven is entitled (including any applicable multipliers) when Service Level Defaults occur as set forth in Schedule D .

2.37 “Service Level Default” means a failure to achieve the Service Level or failure to avoid Increased Impact specified in Schedule D .

2.38 “Service Levels” means the standards for performance, availability, reliability, quality and responsiveness that Cardtronics will be required to meet in Cardtronics’s performance of the Cardtronics Services as set forth in Schedule D .

2.39 “Stores” shall mean the 7-Eleven corporate operated stores and 7-Eleven franchisee stores in the Territory (which Stores are identified on Schedule B hereto), together with all additional convenience stores or franchises in the Territory acquired or controlled by 7-Eleven after the Effective Date of this Agreement, whether or not such convenience stores or franchises are branded as “7-Eleven” stores, but excluding certain stores excluded pursuant to the terms of Section 3.2 , as well as all stores consisting of less than 500 square feet, except that any such stores of less than 500 square feet which by mutual written agreement are designated as constituting Stores shall nevertheless qualify as “Stores”.

2.40 “Taxes” shall mean taxes, assessments, fees and other governmental charges imposed on or with respect to the ownership and operation of the Financial Services Kiosks, including income, profits, gross receipts, net proceeds, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, excess profits, occupational, severance, estimated or other charge of any kind whatsoever, including any interest penalty or additions thereto, whether disputed or not ; provided, however, that in no event shall Taxes include or be deemed to include (i) property or ad valorem taxes related to any tangible property or asset not sold and conveyed to Cardtronics in accordance with the Purchase Agreement, or (ii) any income, franchise, margin or other taxes of any kind assessed upon income or revenues of 7-Eleven or its franchisees, including but not limited to income or revenues received by 7-Eleven or its franchisees in respect of the Financial Services Kiosks.

2.41 “Term” shall have the meaning set forth in Section 18.1 .

2.42 “Territory” shall mean the United States of America.

2.43 “Transaction” shall mean the execution of a transaction by a customer on a Financial Services Kiosk, including by way of example, and without limitation, a cash withdrawal, balance inquiry, account transfer, cashing of a check, bill payment or purchase of telecommunications products by a person at a Store using a Kiosk.

2.44 “Transaction Fees” shall have the meaning set forth in Section 8.1 .

2.45 “Vault Cash” shall mean cash contained in a Financial Services Kiosk.

2.46 “Vault Cash Loss” means a single occurrence of the loss of Vault Cash in excess of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] from a single Financial Services Kiosk. Vault Cash Losses include stolen, lost or destroyed Vault Cash and negotiable instruments. Vault Cash Losses, to the extent that they are not directly attributable to 7-Eleven or its franchisees, or its or their employees or agents, as provided in Section 15.2 , does not include any loss of Vault Cash occurring outside the Financial Services Kiosk, such as losses occurring to Vault Cash while in transit or in storage at a vault or similar location away from a Store. The amount of a Vault Cash Loss does not include the face value of stolen, lost or destroyed negotiable instruments or other non-cash items of value, or to the extent that they are not directly attributable to 7-Eleven or its franchisees, or its or their employees or agents, as provided in Section 15.2 , any loss of any nature to the extent such loss results from (a) equipment malfunction; (b) mistakes in Financial Services Kiosk loading including, without limitation, currency dispensed due to misloaded denominations, misconfigured cassettes, or misloaded cassettes; (c) currency dispensed due to mistake or fraudulent instruction manually or electronically transmitted to the Financial Services Kiosk; (d) discrepancies between network reports and Financial Services Kiosk bill counter totals (in the event of such discrepancies, bill counter totals will be deemed conclusive); (e) Cardtronics’ mistakes in verification; (f) access by third persons (i.e. persons other than 7-Eleven or its franchisees, or its or their employees or agents), whether authorized or unauthorized, unless such access was made possible by the intentional act or omission of 7-Eleven or its franchisees, or its or their employees or agents, described in Section 15.2 ); (g) the use of magnetic debit and credit cards; (h) the presence of excess currency (commonly called “side cash”), or items of value not specifically intended to be present at the Financial Services Kiosk location; (i) burglary; or (j) damage from breakage and vandalism.

2.47 “Vault Cash Loss Liability Limit” means the maximum amount of 7-Eleven’s liability for a Vault Cash Loss and such amount is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per Vault Cash Loss.

2.48 “Viruses” shall mean viruses, contaminants or similar items.

3. Installation of Financial Services Kiosks in Stores.

3.1 Financial Services Kiosk Exclusivity .

(a) Subject to the other terms and conditions herein, Cardtronics shall have the exclusive right to install and operate Financial Services Kiosks offering Advanced Financial Services Functionality and the exclusive right to install and operate Financial Services Kiosks providing only ATM Functionality in each Store (which shall be deemed to include the leasehold or property which is part of the operation of the retail 7-Eleven Store) for a period of ten (10) years. Cardtronics shall provide 7-Eleven written notice if it intends to temporarily or permanently cease providing Advanced Financial Services Functionality in whole or in part. Notwithstanding anything to the contrary in this Section 3.1(a) : (i) if at any time Cardtronics is no longer operating any Financial Services Kiosks with Advanced Financial Services Functionality, its

exclusive rights as to Advanced Financial Services Functionality shall terminate and 7-Eleven may thereafter install and operate Financial Services Kiosks offering Advanced Financial Services Functionality (but not ATM Functionality); (ii) if at any time after the fourth anniversary of the Effective Date, Cardtronics is no longer offering a product or service as part of Advanced Financial Services Functionality in at least enough Stores to meet the Advanced Financial Services Minimums, its exclusive rights as to that product or service shall terminate and 7-Eleven may thereafter install and operate Financial Services Kiosks offering such product or service (but not ATM Functionality or other products or services to which Cardtronics maintains exclusivity rights); and (iii) if Cardtronics has not installed Financial Services Kiosks with Advanced Financial Services Functionality in all Stores after the fourth anniversary of the Effective Date, and Cardtonics has failed to meet the Advanced Financial Services Minimums, and Cardtronics has not obtained 7-Eleven’s approval of Cardtronics’ plan to install Financial Services Kiosks with Advanced Financial Services Functionality in the remaining Stores, its exclusive rights as to such Stores where no Financial Services Kiosks with Advanced Financial Services Functionality have been installed shall terminate. With respect to (ii) or (iii), if Cardtronics wants to retain the applicable exclusivity, Cardtronics will present a plan prior to the end of the four year period and obtain 7-Eleven’s approval of such plan. 7-Eleven will not unreasonably withhold, condition, or delay such approval.

(b) With respect to any acquisitions or franchise arrangements wherein 7-Eleven acquires Stores after the Effective Date with existing ATM obligations and/or 7-Eleven has not yet installed or converted such locations to the 7-Eleven network infrastructure, network and utility facilities, and taken any other necessary actions required of 7-Eleven hereunder in order to enable Cardtronics to install and operate Financial Services Kiosks in such Stores, Cardtronics’ exclusive right to install and operate Financial Services Kiosks in such Stores shall not apply until (i) such existing ATM obligations have expired, (ii) 7-Eleven has converted such Store to the 7-Eleven network infrastructure or Cardtronics has agreed to arrange for alternative communications infrastructure at its sole expense (such agreement at Cardtronics sole and exclusive discretion); and (iii) Cardtronics has installed and is operating a Financial Services Kiosk in such newly acquired Store(s). 7-Eleven agrees to provide Cardtronics notice as to all such locations when the conditions of both (i) and (ii) have been satisfied. 7-Eleven agrees not to extend or otherwise renew any such existing ATM obligations as described herein. For avoidance of doubt, after Cardtronics has received the notice as contemplated herein that it can install a Financial Services Kiosk in accordance with this Section, 7-Eleven shall have no obligation to remove any existing ATMs in Stores after pre-existing obligations have expired until Cardtronics has installed and is operating a Financial Services Kiosk at such location unless space limitations in the Store require the removal of the existing ATM in order to install the Financial Services Kiosk. If space limitations in the Store require the removal of the existing ATM in order to install the Financial Services Kiosk, Cardtronics shall notify 7-Eleven when it has a Financial Services Kiosk ready to install, and the parties shall reasonably cooperate to schedule and perform the removal of the existing ATM by the ATM vendor and installation of the Financial Services Kiosk by Cardtronics in a manner that results in minimum ATM downtime and impact to ATM availability for 7-Eleven customers. All Cardtronics’ rights in this Section 3.1 shall be referred to as the “Exclusive Rights”.

(c) In the event that 7-Eleven exercises it right to terminate either this Agreement or any Store location in accordance with this Agreement or Schedule D , the Exclusive Rights granted in

this Section 3.1 shall likewise terminate.

3.2 Financial Services Kiosk Installation . Subject to the other terms and conditions herein, Cardtronics shall install, operate and maintain one or more Financial Services Kiosks with ATM Functionality in the Financial Services Kiosk Area in each Store, except that either party may request approval of the other party for the exclusion of any Store from these obligations if the Financial Services Kiosk has repeatedly been subject to vandalism or burglary (which approval shall not be unreasonably withheld, conditioned or delayed), and upon such approval, such Stores shall be deemed excluded from such obligations and from Cardtronics Exclusive Rights and all other rights. For security reasons, Cardtronics shall have the right to bolt Financial Services Kiosks to the floors of Stores. However, in no event shall Cardtronics be obligated to install any Financial Services Kiosks in any Stores from and after such time when there shall remain three (3) years or less in the Term, taking into account any renewal of the Term pursuant to Section 18.2 ; and provided, further, that Cardtronics’ Exclusive Rights and all other rights and obligations under this Agreement shall terminate as to that Store, and any new Stores opened thereafter, upon its election not to install, operate or maintain a Financial Services Kiosk as to such Store pursuant to and as provided in this sentence. Notwithstanding any requirement to the contrary, Cardtronics may (but shall not be obligated to) install Financial Services Kiosks with Advanced Financial Services Functionality in addition to ATM Functionality, in each corporate-operated Store and, if the franchisee has executed a Franchisee Amendment as contemplated in Section 3.4 , in such franchisee-operated Store. Notwithstanding the foregoing, but subject as hereinafter provided, Cardtronics shall not have any right or option to install a Financial Services Kiosk in a Store, and such right or option shall not apply, for so long as 7-Eleven is subject to any conflicting contractual or other legal restriction, or if such Store has physical limitations, preventing or materially limiting the operation of a Financial Services Kiosk in such Store; provided, however, that the foregoing provisions of this sentence shall be inapplicable with respect to any Store in which a Financial Services Kiosk is located as of the date of this Agreement. For Stores opened after the Effective Date, 7-Eleven shall give Cardtronics sixty (60) days notice of the date on which a Financial Services Kiosk is to be installed, and Cardtronics shall install and operate a Financial Services Kiosk in the Financial Services Kiosk Area of the Store within thirty (30) days if such Store was included in the preceding quarterly forecast, and within sixty (60) days if such Store was not included in the preceding quarterly forecast (“Install Date”). In order to insure that the Financial Services Kiosk is operating upon the opening or conversions of a Store, 7-Eleven and Cardtronics will use good faith efforts to mutually develop a rolling forecast on a quarterly basis, estimating 7-Eleven’s required Financial Services Kiosk needs, as well as the need for the installation of Financial Services Kiosk by Cardtronics, based on 7-Eleven’s anticipated number of new Stores and Store closures during the Term of this Agreement. The mutual forecast provided herein will represent the parties’ estimate of 7-Eleven’s requirements; provided that, nothing herein shall obligate Cardtronics to supply any such Financial Services Kiosks until Notice as provided in Section 3.4 is actually provided by 7-Eleven. 7-Eleven makes no warranty as to the accuracy or completeness of the Forecasts. Cardtronics acknowledges and agrees that the Forecasts are solely for informational purposes and that the Forecasts will not obligate 7-Eleven in any manner. If either (a) Cardtronics refuses or fails to timely install or operate a Financial Services Kiosk in a Store when required to do so in accordance with the terms of this Agreement, or (b) Cardtronics fails to provide the maintenance services set forth in Section 5 herein as to a Financial Services Kiosk in a Store, then (i) subject to and in accordance with Section 18.3 , 7-Eleven may terminate Cardtronics’

Exclusive Rights and all other rights and obligations hereunder with respect to such Store in the same manner and with the same effect as if such date were the expiration date of this Agreement as to such Store, and (ii) Cardtronics shall remove any Financial Services Kiosk from such Store in accordance with Section 18.7 herein.

3.3 Advanced Financial Services Functionality. In addition to other elections which may be made by Cardtronics in its good faith business judgment pursuant to this Agreement as provided above, Cardtronics may in its good faith business judgment elect to replace the existing Financial Services Kiosks providing Advanced Financial Services Functionality in some or all of the Stores in which same are located, with Financial Services Kiosks not offering Advanced Financial Services Functionality, or to otherwise discontinue the offering of Advanced Financial Services Functionality, and to decline to install new Financial Services Kiosks providing Advanced Financial Services Functionality in future installations, and to instead install Financial Services Kiosks not providing Advanced Financial Services Functionality.

3.4 Lessor Consents and Franchisee Participation . Cardtronics expressly acknowledges that certain of the Stores may be leased by 7-Eleven or its Affiliates or operated by 7-Eleven’s franchisees, or both. Any such Store existing on the Effective Date and not listed on Schedule B shall also be subject to the Exclusive Rights and terms and conditions set forth in Section 3.1 unless (i) in the case of a leased Store, the lessor has not consented, if necessary under the terms of the lease, to the installation and operation of a Financial Services Kiosk, and (ii) in the case of a franchised Store, the franchisee has not executed a franchisee amendment providing for the installation and operation of a Financial Services Kiosk in such Store, in a form reasonably acceptable to 7-Eleven (a “Franchisee Amendment”). 7-Eleven shall request, and shall use good faith efforts to obtain, such consents and Franchisee Amendments, but 7-Eleven’s failure to obtain any such consents or Franchisee Amendments despite such request and efforts shall not constitute a default under this Agreement. Nothing in this Section 3.4 shall require 7-Eleven to expend any out of pocket amounts, or incur any additional obligation or liability, for the purpose of securing a lessor consent or a Franchisee Amendment. Other than the lessor or franchisee consents, Cardtronics shall be responsible for obtaining any consents, licenses, permits or approvals necessary to install and operate Financial Services Kiosks and provide Financial Services, but Cardtronics shall have no obligation to obtain any of the consents, licenses, permits and approvals necessary to build, alter, occupy, use or operate the Stores.

3.5 Transition of ATM Services to Cardtronics . The Parties shall adhere to any procedures, schedules and requirements as may be mutually agreed in a transition plan executed by both parties describing the transition of the Financial Services to Cardtronics (the “Transition Plan”).

3.6 Installation of Financial Services Kiosks . Cardtronics shall minimize disturbances to Store operations during Cardtronics’ installation of any Financial Services Kiosks. Such installation shall not take place during any period of peak operation of the Store as reasonably designated by 7-Eleven by prior notice to Cardtronics. Cardtronics and 7-Eleven shall mutually agree on the schedule for installation, removal, or movement of any Financial Service Kiosk. Cardtronics and 7-Eleven shall work together to allow 7-Eleven adequate time to address communications, POP, advertising, etc. with respect to the applicable Functionality that exists on the Financial Service Kiosk in each location.

3.7 Store Commitment. 7-Eleven agrees that Cardtronics’ Exclusive Rights in this Agreement shall apply to at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] Stores during the Term (“Minimum Store Commitment”). In the event that due to any Store closing, or any sale of a Store to a purchaser who or which does not assume 7-Eleven’s obligations under this Agreement as applicable to such Store, there are not sufficient Stores available to Cardtronics to meet the Minimum Store Commitment in accordance with this Agreement during the period after the Effective Date and prior to termination of Cardtronics’ rights as to such Store under this Agreement, 7-Eleven shall pay Cardtronics the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per month for each Store below the Minimum Store Commitment which was not available to Cardtronics, for each full month from and after such reduction below the Minimum Store Commitment until the date on which sufficient Stores are available to meet the Minimum Store Commitment again, as liquidated damages for 7-Eleven’s failure to meet the Minimum Store Commitment. Further, the Southwest Convenience Store locations shall at all times count towards the Minimum Store Commitment and in the event that the Store count falls below [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] after the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] year of the Term, all locations once Cardtronics has declined to install a Financial Services Kiosk shall also count towards the Minimum Store Commitment. The Minimum Store commitment shall be reduced by one for each Store at which Cardtronic’s Exclusive Rights are terminated pursuant to this Agreement. Further, the Minimum Store Commitment shall be temporarily reduced for each Store subject to payments of liquidated damages under Section 3.9(b) .

3.8 Financial Services Kiosk Area . 7-Eleven shall designate the Financial Services Kiosk Area in each Store in its sole discretion, except that such location must be in the merchandising area and comply with the specifications as set forth on Schedule C . 7-Eleven hereby grants Cardtronics a limited license to use the Financial Services Kiosk Area solely to install and operate the Financial Services Kiosks, and exercise and perform its other rights and obligations under this Agreement, during (and as and solely to the extent contemplated by this Agreement, after) the Term and for no other purpose.

3.9 Remodeling Etc.

(a) If Remodeling is required (due to the type of kiosk, the type of required surround or any other Cardtronics requirements) for the installation of any Financial Services Kiosk in any Financial Services Kiosk Area, Cardtronics shall so notify 7-Eleven, and 7-Eleven shall, in coordination with Cardtronics, (a) prepare all necessary building and construction plans and specifications, (b) obtain all necessary permits, licenses and/or approvals and (c) complete the Remodeling. Cardtronics shall promptly reimburse 7-Eleven for all necessary out of pocket costs incurred by 7-Eleven in connection with Remodeling. 7-Eleven shall reasonably cooperate with

Cardtronics in regards to any necessary removals, moves or reinstallations of Financial Services Kiosks.

(b) If 7-Eleven or any of its franchisees remodels, reconstructs, improves, alters or relocates (“Updates”) any Financial Services Kiosk Area, or any Store location that will impact any Financial Services Kiosk Area, 7-Eleven shall so notify Cardtronics, and Cardtronics shall, in coordination with 7-Eleven, coordinate any necessary removals, moves, and/or reinstallations. In the event that 7-Eleven chooses to Update a substantial number of stores (more than [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] of the Stores) at the same time, and such remodeling is not due to circumstances beyond 7-Eleven’s reasonable control, and such Updates require the Stores to be closed for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] or more consecutive days, then 7-Eleven, as Cardtronics sole and exclusive remedy, shall pay Cardtronics liquidated damages in the sum of $ [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIALITY TREATMENT REQUEST] per Store per day.

(c) In all other events, the party either requesting or causing the necessity for a removal, move, and/or reinstallation shall bear the costs, including costs of removal, shipment and storage.

3.10 Store Closings . In the event that (a) 7-Eleven, in its sole discretion, permanently ceases retail operation of a Store, (b) an applicable law or regulation prevents, prohibits or materially restricts a Store from operating a Financial Services Kiosk or (c) a Franchisee Amendment terminates, then in each case 7-Eleven’s and Cardtronics’ obligations under this Agreement with regard to such Store shall terminate as of the date of such cessation of operation, date of effectiveness of the law or termination, as applicable. 7-Eleven shall provide Cardtronics with no fewer than ninety (90) days’ advance written notice of such cessation and shall notify Cardtronics in writing of any such termination within ten (10) days of its receipt of written notice thereof. Removal of the Financial Services Kiosk from the affected Store shall be made pursuant to Section 18.7 . Cardtronics shall provide 7-Eleven at least three (3) days written notice of the date it desires to remove the Financial Services Kiosk, and Cardtronics shall not commence removal without 7-Eleven’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any such Store closings shall not reduce the Minimum Store Commitment as set forth in Section 3.7 .

3.11 Security and Access to Stores . Cardtronics shall at all times substantially comply with 7-Eleven’s and 7-Eleven’s franchisees’ security and access policies as such may be in effect and are identified or provided in writing to Cardtronics from time to time at each Store, within a reasonable period of time (but in no event less than 30 days) after Cardtronics receives such written notice of such policies or change thereto. Cardtronics shall abide by all 7-Eleven and franchisee rules and regulations as such may be in effect from time to time and are identified or provided in writing to Cardtronics while on Store premises, including, but not limited to (a) safety, health and hazardous material management rules, (b) rules prohibiting misconduct on Store premises such as use of physical aggression against persons or property, harassment,

security and theft and (c) any other standards and procedures adhered to by employees of 7-Eleven and its Affiliates and their respective subcontractors. Each Party shall take all reasonable precautions to ensure safe working procedures and conditions during and in connection with such Party’s operations while on Store premises. Any Cardtronics employees or subcontractors who access Stores or other facilities of 7-Eleven or its vendors may be required to sign a separate access agreement prior to admittance to such facilities.

3.12 Content Requirements and Restrictions . Cardtronics shall at all time comply with the provisions set forth in Section 7.4 , and any additional requirements that may be set forth in Schedule E .

3.13 Network Agreements . Cardtronics has assumed certain interchange, financial network and similar agreements relating to the operation of the Financial Services Kiosks which were entered into by 7-Eleven prior to the date of this Agreement. All of the foregoing agreements are hereinafter collectively called “Network Agreements”. 7-Eleven agrees that it and its franchisees will perform any obligations identified in Schedule H which pertain solely to the operation or ownership of the Stores in such Network Agreements.

3.14 Networks . Cardtronics shall throughout the Term maintain participation in a broad enough range of national and/or regional EFT networks such that cards are accepted by the Financial Services Kiosk at a rate consistent with 7-Eleven’s historical experience.

3.15 Quarterly Meetings . The Parties shall engage in quarterly meetings as set forth in Schedule G .

4.1 Financial Services Kiosk Specifications . Cardtronics reserves the right to select the make and model of Financial Services Kiosks for installation or to hereafter substitute other makes and models Financial Service Kiosks installed in any Financial Services Kiosk Area, so long as any such substitute Financial Services Kiosk (a) has permitted functionality, (b) meets the specifications set forth in Schedule C , as may be amended from time to time to conform to legal requirements, or by mutual agreement, (c) does not place any additional burden on the Store’s structural or utility systems, including without limitation electrical and telephone systems, and (d) has a similar appearance in color and design that is comparable to the existing 7-Eleven ATM base. 7-Eleven shall provide or cause to be provided the Financial Services Kiosk Areas in the Stores in accordance with this Agreement. Cardtronics shall inform 7-Eleven of the vendor and model number (or other means of equipment identification) and space requirements for normal operation, maintenance and service of the Financial Services Kiosk, its immediate surrounds or fixtures, its signage required to be provided pursuant hereto and related equipment selected by Cardtronics prior to the commencement of installation of any Financial Services Kiosk. Notwithstanding the foregoing, or any other provision of this Agreement to the contrary, however, the Financial Services Kiosks and equipment purchased from 7-Eleven shall be deemed to comply with this Agreement in all respects, and for all purposes under this Agreement as of the Effective Date.

4.2 Periodic Replacement . Cardtronics shall replace Financial Services Kiosks as mutually determined necessary in the quarterly meeting with 7-Eleven described in Schedule G .

4.3 Standards; Warranties . Cardtronics represents and warrants that it shall perform all its obligations hereunder with promptness and diligence, and in a good and workmanlike manner and in accordance with industry standards for well managed financial services operations.

4.4 Removal of Money Order Functionality . 7-Eleven shall have caused to be executed a Task Order with NCR to remove all money order printers and other money order functionality equipment or software, and take such other steps as are needed to terminate money order functionality, from the Financial Services Kiosks offering such functionality as soon as reasonably possible, but in any event within one (1) year after the Effective Date. The costs associated with respect to the Task Order shall be the responsibility of 7-Eleven. 7-Eleven shall have no further responsibility with respect to the money order printers or the Financial Services Kiosks associated with the removal of money order functionality, and NCR shall be responsible for performing the Task Order. Any Down Time (as defined in Schedule D) of a Financial Services Kiosk caused by NCR in connection with the Task Order shall be excluded in calculating the “Availability” of said Financial Services Kiosk.

5.1 Cardtronics to Provide Maintenance . Cardtronics shall provide, or cause to be provided, at its own expense, maintenance of each Financial Services Kiosk. Cardtronics shall not unduly hinder the operations of the Stores while performing its maintenance duties. Cardtronics shall supply 7-Eleven with the name, address and telephone number of its subcontractors responsible for maintenance for purposes of identification. Cardtronics or its designated service agents or subcontractors shall have the right to enter a Store during such Store’s normal business hours to perform the maintenance required hereby.

5.2 Definition of Maintenance .

(a) Cardtronics . For purposes of this Agreement, the terms “maintain” and “maintenance” of Financial Services Kiosks shall include cleaning, repair (whether or not defects are covered by manufacturer’s warranties), parts installation, parts replacement and replenishment of the supply of Vault Cash (as that term is defined in Section 15.2 ), as well as all labor in connection with each of the foregoing. Cardtronics shall maintain adequate amounts of Vault Cash in each Financial Services Kiosk at all times. “Adequate amounts of Vault Cash” means that amount of cash required for each Financial Services Kiosk to satisfy customer withdrawals made between replenishments of cash by Cardtronics in conformance with the service levels set forth in Schedule D . Cardtronics shall be responsible for required data communications lines from the Financial Services Kiosk to the Store router or switch, and all telephone hook-up, data line and/or communications network charges.

(b) 7-Eleven . 7-Eleven shall maintain the Store space surrounding the Financial Services Kiosk Area in a reasonably neat and orderly condition and free of obstructions. 7-Eleven, at its sole expense, shall cause to be installed, maintained, and available for Cardtronics’ use from and after the Install Date, on a plug in basis, required data communication lines installed to the Store

router or switch, and electric lines necessary or appropriate for or in connection with the operation of the Financial Services Kiosks. The cost of all utilities shall be borne by 7-Eleven.

5.3 Failure to Maintain Financial Services Kiosks . Cardtronics agrees to be bound by the service level provisions set forth in Schedule D.

6. Personnel.

6.1 Qualifications of Cardtronics Employees and Subcontractors . Cardtronics agrees that the employees and subcontractors it assigns to perform any services relating to the Financial Services Kiosks in Stores (which may at Cardtronics’ option be Affiliates of Cardtronics) shall be personnel reasonably qualified for the services they are to perform.

6.2 Replacement of Cardtronics Employees and Subcontractor Employees . 7-Eleven shall give written notice to Cardtronics if 7-Eleven (i) reasonably determines that any of Cardtronics’ employee’s or subcontractor’s employee’s performance is materially deficient, or (ii) discovers that there have been material misrepresentations by or concerning the employee or subcontractor employee. Cardtronics shall then promptly investigate the situation and develop a plan to resolve any issues. If the issues are not resolved within a reasonable period (taking into account the harm or potential harm to 7-Eleven), then Cardtronics will replace the employee or subcontractor employee with a person satisfying the criteria set forth in Section 6.1 . Nothing in this provision shall be deemed to give 7-Eleven the right to require Cardtronics to terminate the employment of any of Cardtronics’ employees or subcontractor’s employees; rather, it is intended to give 7-Eleven only the right to require that Cardtronics or such subcontractor discontinue using an employee in the performance of the services relating to the Financial Services Kiosk Project.

7. Cardtronics Services.

7.1 Provision of Cardtronics Financial Services . Cardtronics shall provide the Financial Services at the Stores, subject to the terms and conditions contained in this Agreement (including without limitation the terms and conditions of Section 3.1 of this Agreement) and any applicable Schedules. Cardtronics shall provide and/or obtain all facilities, personnel and other resources as are necessary to provide the Cardtronics Services, the costs of which shall be borne by Cardtronics, except as otherwise expressly provided in this Agreement.

7.2 Financial Services Changes . After the Effective Date, the parties will meet quarterly to discuss potential new product and/or service opportunities as Advanced Financial Services Functionality. Cardtronics shall have no right to add new products or services to the Financial Services Kiosks without 7-Eleven’s prior written consent, which may be withheld in 7-Eleven’s sole discretion. However, Cardtronics shall have the right to (i) discontinue or materially reduce any Financial Services on the Financial Services Kiosks deployed in the Stores, or (ii) materially modify or enhance any Financial Services on the Financial Services Kiosks deployed in the Stores (collectively “Financial Services Changes”), all in its good faith business judgment, and in each case without the prior written consent of 7-Eleven. 7-Eleven shall have no obligation to share in any development or implementation costs relating to any Financial Services Change proposed by Cardtronics. Cardtronics may not implement any changes involving any Alternative Revenue Streams (or “ARS”) as described in Schedule E without 7-Eleven’s prior written approval which approval shall be in 7-Eleven’s sole discretion, except as may be otherwise provided in Schedule E with respect to adding BINs on existing agreements.

7.3 Use of Subcontractors . Subject to Section 6 and all other terms of this Agreement, Cardtronics may delegate or subcontract any of its obligations under this Agreement without the prior consent of 7-Eleven; provided however, that Cardtronics may not delegate or subcontract any of its obligations hereunder to a Competitor of 7-Eleven without 7-Eleven’s prior written consent. With respect to any obligations of Cardtronics under this Agreement performed by subcontractors, Cardtronics will remain responsible for such obligations to the same extent Cardtronics would be responsible for Cardtronics’ employees. Cardtronics will not disclose to any subcontractor any 7-Eleven Confidential Information unless and until such subcontractor has agreed in writing to protect the confidentiality of such information in a manner that is equivalent to that required of Cardtronics hereunder.

7.4 Cardtronics Service Warranty . Cardtronics represents and warrants to 7-Eleven that Cardtronics’ respective Marks, Financial Services Kiosk screens and all marketing materials shall not (a) contain or permit to appear any defamatory or libelous material or material that discloses private or personal matters concerning any person, without such person’s consent, (b) contain or permit to appear any messages, data, images or programs that are illegal (including Internet gambling), contain nudity or sexually explicit content or are obscene or pornographic (c) contain or permit to appear any messages, data, images or programs that would violate the intellectual property rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion. In the event Cardtronics breaches any of its warranties hereunder, 7-Eleven may require Cardtronics to immediately remove any or all noncompliant Cardtronics screens from the Financial Services Kiosk, at 7-Eleven’s sole discretion, until Cardtronics adequately demonstrates to 7-Eleven that Cardtronics is in full compliance with the warranties set forth herein. Notwithstanding the foregoing, in any event, Cardtronics’ failure to remedy the breach after notice as provided in this Agreement shall be deemed a material breach of this Agreement. Cardtronics acknowledges and agrees that, as between Cardtronics and 7-Eleven, Cardtronics will be solely responsible for any claims or other losses associated with or resulting from the Financial Services, including, without limitation, any warranty, return or support obligations related to the Financial Services or any regulatory, statutory, or legal compliance or non-compliance issues related to the Financial Services. Cardtronics shall provide 7-Eleven with the name and contact information of an individual who

will act as a point of contact between 7-Eleven and Cardtronics on all customer service issues, and Cardtronics will update such information from time to time as necessary.

7.5 Cardtronics Renegotiations . Cardtronics may renegotiate the terms of any Cardtronics third party service provider agreement to change maintenance services provided by such third party in connection with the Financial Services Kiosk Project as of the Effective Date, without the requirement of prior written consent of 7-Eleven, provided that Cardtronics remains in compliance with the standards set forth in this Agreement.

8. Payments and Consideration.

8.1 Cardtronics Transaction Fees . In consideration for the rights granted to it under the Agreement, Cardtronics shall pay 7-Eleven the transaction fees (the “Transaction Fees”) in accordance with Schedule E and the Alternate Revenue Stream payments in accordance with Schedule E-1 .

9. Intellectual Property and Software.

9.1 General Knowledge of Parties . Subject to the confidentiality obligations contained herein, nothing contained in this Agreement shall prevent or preclude a Party from utilizing the general knowledge, skill or experience acquired by the Party in the course of performing its obligations under this Agreement.

9.2 Third Party Notices . If a Party receives a notice of infringement, request for disclosure, subpoena or other inquiry with respect to the other Party’s Intellectual Property Rights or Confidential Information, it shall, as soon as practical, notify the other Party in writing. The Party receiving the third party notice shall not respond to such notices, requests, subpoenas or inquiry without first so notifying the other Party in writing.

9.3 Trademark Licenses .

(a) Cardtronics hereby grants to 7-Eleven a non-exclusive, non-transferable (except as set forth in Section 19.3 ), royalty-free license, during the Term, to use, display, distribute, perform and publish any trademarks, trade names, service marks and logos that may be delivered by Cardtronics to 7-Eleven or otherwise authorized by Cardtronics for use by 7-Eleven (the “Cardtronics Marks”) for purposes related to this Agreement. Any use of the Cardtronics Marks by 7-Eleven must be approved in advance in writing by Cardtronics and must also comply with this Agreement and the then-most recent written usage guidelines, if any, that are delivered to 7-Eleven by Cardtronics. Whenever 7-Eleven makes use of any Cardtronics Marks, 7-Eleven shall apply an appropriate legend (where reasonable) acknowledging that such Cardtronics Marks are the property of Cardtronics.

(b) 7-Eleven hereby grants to Cardtronics a non-exclusive, non-transferable, royalty-free license (with sublicensing rights to Branding Partners as provided for in Section 11.2 ), during the Term, to use, display, distribute, perform and publish any trademarks, trade names, service marks and logos that may be delivered by 7-Eleven to Cardtronics or otherwise authorized by 7-Eleven for use by Cardtronics (the “7-Eleven Marks”) but only at the Stores and only for purposes related to this Agreement. Any use of 7-Eleven Marks by Cardtronics must be

approved in advance in writing by 7-Eleven and must also comply with this Agreement and the then-most recent written usage guidelines, if any, that are delivered to Cardtronics by 7-Eleven. Whenever Cardtronics makes use of any 7-Eleven Marks, Cardtronics shall apply an appropriate legend (where reasonable) acknowledging that such 7-Eleven Marks are the property of 7-Eleven.

(c) Each of 7-Eleven and Cardtronics represent and warrant to the other that its respective Marks, internet sites and marketing materials relating to the Financial Services Kiosk Project shall not contain or permit to appear (a) any defamatory or libelous material or material that discloses private or personal matters concerning any person, without such person’s consent, (b) any messages, data, images or programs that are illegal (including internet gambling), contain nudity or sexually explicit content or content that is obscene or pornographic or (c) any messages, data, images or programs that would violate the Intellectual Property Rights of others, including, but not limited to, unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, or trademarks or service marks used in an infringing fashion.

(d) Cardtronics acknowledges that the 7-Eleven Marks are a symbol of 7-Eleven’s goodwill. Cardtronics agrees that it shall not use, register or attempt to register in the Territory, or any other location world wide, any trademark, trade name, service mark, domain name or company name that contains the word or letters “7-Eleven,” “Seven Eleven,” or “7-11” or that would cause a likelihood of confusion with the 7-Eleven Marks.

(e) 7-Eleven acknowledges that the Cardtronics Marks are a symbol of Cardtronics’ goodwill. 7-Eleven agrees that it shall not use, register or attempt to register in the Territory, or any other location world wide, trademark, trade name, service mark, domain name or company name that contains the word or letters (e.g. “Cardtronics”) or that would cause a likelihood of confusion with the Cardtronics Marks.

(f) The Financial Services Kiosks may be primarily branded with a trade name subject to 7-Eleven written approval. Cardtronics may (i) brand the Financial Services Kiosks located outside the Stores using a different mark in its discretion; (ii) place other service providers’ brands, logos and marks on the Financial Services Kiosks located inside or outside the Stores; and (iii) place the brands, logos or marks of other significant Financial Services Kiosk Project suppliers on Financial Services Kiosk monitors or other physical parts of the Financial Services Kiosks located inside or outside the Stores; provided, for each of the foregoing, the placement of additional brands or logos on the Financial Services Kiosks shall be selected and approved jointly by the Parties. Notwithstanding the foregoing, in no event shall any brands or logos of Competitors of 7-Eleven appear on the Financial Services Kiosks whether on the exterior surrounds, screens, or receipts or coupons.

(g) Nothing contained in this Agreement shall give either Party any right, title or interest in or to any Intellectual Property Rights of the other Party, except for the limited rights expressly granted hereunder.

10. Confidentiality and Information Security.

10.1 Confidential Information . Each Party (the “Receiving Party”) acknowledges the claim of the other Party (the “Disclosing Party”) that the Receiving Party possesses and shall continue to possess information that has been developed or received by the Disclosing Party, has commercial value in the Disclosing Party’s business or that of its customers and is not in the public domain. “Confidential Information” of Cardtronics shall mean (a) all materials of Cardtronics or its Affiliates, or their respective subcontractors, clearly marked as “Confidential,” and (b) Customer Data with respect to Cardtronics Services. “Confidential Information” of 7-Eleven shall mean all materials of 7-Eleven or its Affiliates or franchisees, or their respective subcontractors, clearly marked “Confidential” and/or all other information of 7-Eleven or its Affiliates or franchisees or their respective agents and subcontractors, including information regarding the operations, facilities and consumer markets of such parties, all as provided to or obtained by Cardtronics from such parties, including all media containing any such information (whether on paper, diskette, CD/ROM, or otherwise) subject to the exceptions in Section10.3 .

10.2 7-Eleven agrees that operating data (including without limitation transaction volumes, pricing, and historical trends) related to the Financial Services Kiosks at 7-Eleven locations (“7-Eleven Operating Data”) may be used by Cardtronics solely as set forth in this paragraph. Cardtronics may aggregate (with other operating data) and de-identify 7-Eleven Operating Data so that it cannot be related to or otherwise identified with 7-Eleven (“De-identified Data”) and may use such De-identified Data for its business purposes. More specifically, Cardtronics will ensure that the De-identified Data does not include any individual Store identifiers, addresses, zip codes, DMA information, IP addresses, and any other information that can be used to identify a Store or 7-Eleven. Except as otherwise set forth in this Section, Client will not permit any 7-Eleven Operating Data, in whole or in part, or a copy thereof to pass into the possession of any Competitor. Provided, however, for the purposes of raising funds or communications and or presentations with respect to potential investors or the investment community, Cardtronics shall be able to identify 7-Eleven as the source of De-identified Data so long as such data does not include any individual Store identifiers, addresses, zip codes, DMA information, IP addresses, and any other information that can be used to identify a particular Store or DMA. Cardtronics agrees that it shall not permit any Competitor to attempt, directly or indirectly, to re-identify the De-identified Data.

10.3 Exceptions . The confidentiality obligations of the Parties regarding the Confidential Information of the other set forth below shall not apply to any material or information that (a) is or becomes a part of the public domain through no act or omission by the Receiving Party, (b) is independently developed by the Receiving Party without use or reference to the Confidential Information of the Disclosing Party, (c) is disclosed to the Receiving Party by a third party that, to the Receiving Party’s knowledge, was not bound by a confidentiality obligation to the Disclosing Party, (d) is required by law (including disclosure necessary or appropriate in filings with the U.S. Securities Exchange Commission) or generally accepted accounting principles, or (e) is demanded by a valid order by a court or other governmental body, as required by law; provided, however, that except to the extent such order results in such Confidential Information becoming part of the public domain, the confidentiality obligations of the Parties shall continue to apply to such Confidential Information. Each Receiving Party agrees to notify the Disclosing Party promptly of the receipt of any such order and to promptly provide the Disclosing Party

with a copy of such order. If a Receiving Party is required to disclose Confidential Information in response to a valid order by a court or other governmental body, as required by law, the Receiving Party may disclose such Confidential Information only to the extent legally compelled. The Receiving Party shall give the Disclosing Party an opportunity to oppose any such order and to seek a protective order that protects the Confidential Information at issue before the Receiving Party complies with any such court or governmental order.

10.4 Obligations . Subject to Section 10.7 , each Receiving Party shall keep confidential the Disclosing Party’s Confidential Information; provided, however, that a Receiving Party may disclose such information of the Disclosing Party to persons performing services relating to the Financial Services Kiosk Project where (a) such disclosure is necessary to perform the Receiving Party’s obligations hereunder or otherwise authorized by this Agreement and (b) such persons agree in writing to assume the confidentiality obligations contained herein or are otherwise obligated to maintain the confidentiality of such information on terms substantially similar to the terms of this Section 10 . Furthermore, no Receiving Party may (a) make any use or copies of the Disclosing Party’s Confidential Information except in performing under this Agreement, (b) acquire any right in or assert any lien against the Disclosing Party’s Confidential Information, or (c) refuse for any reason (including a default or breach of this Agreement by the Disclosing Party) to promptly provide the other’s Confidential Information (including copies thereof) to the other if requested to do so.

10.5 Disclosure . In the event of any Party becoming aware of any unauthorized disclosure or loss of, or inability to account for, any of the other’s Confidential Information, such Party shall notify the other Party as soon as reasonably practicable under the circumstances.

10.6 Return .

(a) 7-Eleven shall transfer possession of all Confidential Information of Cardtronics (including all existing copies thereof) to Cardtronics upon the termination of this Agreement, whether or not due to a breach by Cardtronics, or, if 7-Eleven so elects in writing, such materials shall be erased or destroyed from files maintained by 7-Eleven and 7-Eleven shall certify in writing to Cardtronics that the same has been erased or destroyed.

(b) Cardtronics shall transfer possession of all Confidential Information of 7-Eleven (including all existing copies thereof) to 7-Eleven upon the termination of this Agreement whether or not due to a breach by 7-Eleven, or, if Cardtronics so elects in writing, such materials shall be erased or destroyed from files maintained by Cardtronics and Cardtronics shall certify in writing to 7-Eleven that the same has been erased or destroyed.

10.7 Information and System Security . Cardtronics hereby assumes responsibility for maintaining the security and integrity of the Financial Services Kiosks, but shall not have responsibility for maintaining the security and integrity of the Stores, or the merchandise or other assets or employees of 7-Eleven or its franchisees. Subject as aforesaid, Cardtronics shall develop and implement a comprehensive security program for the Financial Services Kiosks in order to comply with Cardtronics’ security and privacy obligations hereunder. As a part of such security program, to the extent commercially reasonable, Cardtronics shall conduct the regular application of Cardtronics Software upgrades as necessary to reduce or limit vulnerabilities to

Viruses and the implementation of vendor recommended security features available on each Cardtronics Service. In the event that Cardtronics is utilizing any aspect of a 7-Eleven network or telecommunications lines, Cardtronics shall comply with any security obligations in respect of Cardtronics’ use of such lines set forth in any Network Agreement that may exist between 7-Eleven and Cardtronics.

10.8 No Other Rights . Nothing contained in this Section 10 shall be construed as granting to or conferring on a Party, expressly or implicitly, any rights or license to the Confidential Information of the other Party.

10.9 Injunctive Relief . The Parties acknowledge and agree that a breach of Sections 10 or 11 will give rise to irreparable injury that is not adequately compensable in damages. Accordingly, either Party may seek injunctive relief against the breach or threatened breach of Sections 9 or 10 in addition to any such legal and equitable remedies available.

10.10 Business Continuity . Cardtronics shall be responsible for implementing and keeping current disaster recovery and business continuity plans that reasonably anticipate events or disasters of varying types affecting the delivery of the Cardtronics or 7-Eleven Services. Such plans shall be subject to 7-Eleven’s approval. Cardtronics will provide 7-Eleven written notice as to any material change in Cardtronics’ disaster recovery and business continuity plan. Any amendments or updates thereto are also subject to 7-Eleven’s approval under this Agreement. 7-Eleven shall further have the right to audit Cardtronics’ disaster recovery and business continuity plans and operations in accordance with Section 17 , at 7-Eleven’s sole cost and expense. Cardtronics shall provide for secure back-up of all data provided by 7-Eleven and for all processed data hereunder in accordance with commercially reasonable standards. 7-Eleven’s approvals under this Sectio