X0202 4 2006-12-19 0 0001312073 VeriFone Holdings, Inc. PAY 0001262806 GTCR CO INVEST LP C/O GTCR GOLDER RAUNER LLC SEARS TOWER #6100 CHICAGO IL 60606-6402 0 0 1 0 0001105021 GTCR GOLDER RAUNER LLC 6100 SEARS TOWER CHICAGO IL 60606-6402 0 0 1 0 Common Stock, par value $0.01 per share 2006-12-19 4 S 0 25387 35.87 D 139283.52 D GTCR Co-Invest, L.P. ("Co-Invest") is the direct beneficial owner of the shares of Common Stock reported in Table I. GTCR Golder Rauner, L.L.C. ("GTCR") is the general partner of Co-Invest. As such, GTCR may be deemed to be beneficial owner of the shares of Common Stock reported in Table I. GTCR expressly disclaims beneficial ownership of the shares reported in Table I. The filing of this form shall not be deemed an admission that GTCR is, for Section 16 purposes or otherwise, the beneficial owner of such shares. The beneficial ownership information does not include shares held by other stockholders subject to the Stockholders Agreement, dated as of July 1, 2002, by and among VeriFone Holdings, Inc., GTCR Fund VII, L.P., GTCR Co-Invest, L.P., GTCR Capital Partners, L.P., TCW/Crescent Mezzanine Partners III, L.P., TCW/Crescent Mezzanine Trust III, TCW/Crescent Mezzanine Partners III Netherlands, L.P. and TCW Leveraged Income Trust VI, L.P., VF Holding Corp. and the executives party thereto (the "Stockholders Agreement"). Subject to specified conditions, the Stockholders Agreement requires the stockholders who are parties to it to consent to any sale of the Issuer to a non-affiliate of GTCR if the sale is approved by the holders of a majority of the shares subject to the agreement. This provision generally applies to any set of transactions that results in the acquisition, by a person or group of related persons, of substantially all of the assets of the Issuer or of an amount of the Issuer's stock with sufficient voting power to elect a majority of the Issuer's directors. Each of the Reporting Persons expressly disclaim beneficial ownership of such shares held by other stockholders subject to the Stockholders Agreement. The filing of this form shall not be deemed an admission that any Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares. /s/ Steven S. Hall under a Power of Attorney filed as Exhibit 99.1 to the Form 4 filed on September 26, 2005 2006-12-20