INVESTMENT AGREEMENT, dated as of March 31, 2009 (this Agreement), by and between
FIDELITY NATIONAL INFORMATION SERVICES, INC., a Georgia corporation (Georgia) and the
INVESTORS listed on Schedule 1 hereto (each an Investor, and, collectively, the
Investors). The Affiliates of Thomas H. Lee Partners, L.P. shall be referred to herein,
and designated on Schedule 1 as, the THL Investors. Fidelity National Financial, Inc.
shall be referred to herein, and designated on Schedule 1, as the FNF Investor. The
investment in Georgia to be made by the THL Investors shall be referred to herein as the THL
Investment. The investment in Georgia to be made by the FNF Investors shall be referred to
herein as the FNF Investment. The THL Investment and the FNF Investment, collectively,
shall be referred to herein as the Investments. All capitalized terms used but not
defined herein shall have the meanings given on Exhibit A hereto.
W I T N E S S E T H:
WHEREAS, Georgia, Wisconsin LLC, a Delaware limited liability company (Merger Sub),
and Metavante Technologies, Inc., a Wisconsin corporation (Wisconsin), are parties to an
Agreement and Plan of Merger, dated as of the date hereof (as in effect on the date hereof, the
Merger Agreement) providing, subject to the terms and conditions thereof, for the Merger;
WHEREAS, in connection with, and contingent upon the completion of, the Merger, the Investors
desire to make the Investments subject to the terms and conditions hereof consisting of the
purchase by the Investor as provided herein of shares of common stock, par value $0.01 per share,
of Georgia (the Common Stock).
NOW THEREFORE, in consideration of the premises and of the respective representations,
warranties, covenants and conditions contained herein, the parties hereto agree as follows:
ISSUANCE AND SALE OF SECURITIES
1.1 Issuance and sale of Shares. Subject to the terms and conditions of this
Agreement, on the Investment Closing Date, Georgia shall issue, sell and deliver to (i) the THL
Investors, and the THL Investors shall purchase from Georgia, 12,861,736 shares (the THL Fixed
Number) of Common Stock (the THL Shares), free and clear of all Liens, for an
aggregate purchase price of $199,999,994.80 in cash to be paid in full by the THL Investors to
Georgia (the THL Purchase Price) and (ii) the FNF Investor, and the FNF Investor shall
purchase from Georgia, 3,215,434 shares (the FNF Fixed Number) of Common Stock (the
FNF Shares and together with the THL Shares, the Shares), free and clear of all
Liens, for an aggregate purchase price
of $49,999,998.70 in cash to be paid in full by the FNF Investor to Georgia (the FNF
Purchase Price). The number of Shares to be purchased by each THL Investor and the THL
Purchase Price thereof is as set forth on Schedule 1.
1.2 Closing. The consummation of the transactions contemplated hereby (the
Investment Closing) shall take place, subject to the satisfaction or waiver of all
conditions to the Investment Closing set forth in Sections 1.3 and 1.4 hereof, as
applicable, at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York City,
on the first date on which all conditions set forth in Section 1.3 and 1.4 hereof
have been satisfied or waived (other than those conditions that by their nature are to be satisfied
by actions taken at the Investment Closing, which must be satisfied or waived at the Investment
Closing). The date on which the Investment Closing occurs is the Investment Closing Date
and the time at which the Investment Closing occurs is the Investment Closing Time.
1.3 Conditions Precedent to the Investors Obligations. The obligation of the Investors
to consummate the transactions contemplated hereby on the Investment Closing Date is subject to the
satisfaction or waiver by the Investors of each of the following conditions:
(a) No Injunction or Restraints; Illegality. No judgment, order, decree, statute,
law, ordinance, rule or regulation, or other legal restraint or prohibition, entered, enacted,
promulgated, enforced or issued by any court or other Governmental Entity of competent jurisdiction
shall be in effect that makes illegal or prohibits the consummation of the Investments.
(b) HSR Act. Any waiting period applicable to the Investments under the HSR Act shall
have expired or been earlier terminated.
(c) Shareholder Approval. (i) the Georgia Shareholder THL Investment Approval shall
have been obtained; and (ii) the Georgia Shareholder FNF Investment Approval shall have been