LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. FORM OF UNDERWRITING AGREEMENT TNS, INC. 5,250,000 Shares of Common StockUnderwriting Agreement • October 4th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • New York
TNS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,084,744 shares of common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 4,165,256 shares of Stock. The shares of Stock to be sold by the Company are herein called the “Company Shares” and the shares of Stock to be sold by the Selling Stockholders are herein called the “Selling Stockholder Shares”, collectively, the “Underwritten Shares”. The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of 501,118 additional shares of Stock (the “Company Option Shares”) and certain Selling Stockholders also propose to sell to the Underwriters, at the
WILLIAM BLAIR & COMPANY, L.L.C. UNDERWRITING AGREEMENT TNS, INC. 7,780,255 Shares of Common StockUnderwriting Agreement • September 27th, 2005 • GTCR Fund Vii Lp • Services-business services, nec • New York
TNS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 1,200,000 shares of common stock, par value $0.001 per share (“Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of 6,580,255 shares of Stock. The shares of Stock to be sold by the Company are herein called the “Company Shares” and the shares of Stock to be sold by the Selling Stockholders are herein called the “Selling Stockholder Shares”, collectively, the “Underwritten Shares”. The Company also proposes to sell to the Underwriters, at the option of the Underwriters, up to an aggregate of 900,000 additional shares of Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. This
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • December 5th, 2008 • GTCR Fund Vii Lp • Communications services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Execution Version 20,000,000 Shares SYNIVERSE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2007 • GTCR Fund Vii Lp • Communications services, nec • New York
Certain shareholders (the “Selling Shareholders”) of Syniverse Holdings, Inc., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 20,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto and the respective amounts to be sold by each of the Selling Shareholders are set forth opposite their names in Schedule II hereto. The Selling Shareholders also propose to sell at the Underwriters’ option an aggregate of up to 3,000,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below and in Schedule II hereto.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • May 17th, 2006 • GTCR Fund Vii Lp • Refuse systems
In accordance with the requirements of Rule 13d 1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”) is made as of March 19, 2004, by and among (i) TNS, Inc., a Delaware corporation formerly known as TNS Holdings, Inc. (together with its successors and permitted assigns, the “Company”) and each of the persons listed on Schedule A hereto (the “Stockholders”).
WARRANT AGREEMENTWarrant Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Illinois
This WARRANT AGREEMENT (this “Agreement”) is made as of April 3, 2001, by and between GTCR Capital Partners, LP., a Delaware limited partnership (the “Lender”) and TNS Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Section 5A hereof.
LOCK-UP AGREEMENT TNS, INC. Common Stock ($0.001 Par Value) March 1, 2004Lock-Up Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • New York
SENIOR SUBORDINATED LOAN AGREEMENT Dated as of April 3, 2001 Between TRANSACTION NETWORK SERVICES, INC. as Borrower, TNS HOLDINGS, INC. as Parent Guarantor TNS HOLDINGS, L.L.C., and GTCR CAPITAL PARTNERS, L.P., as LenderSenior Subordinated Loan Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Illinois
This SENIOR SUBORDINATED LOAN AGREEMENT (this “Agreement”) is made as of April 3, 2001, by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), as borrower, and GTCR Capital Partners, L.P., a Delaware limited partnership, as lender (the “Lender” or “GTCR Capital”), TNS Holdings, Inc., a Delaware corporation (“Parent”), and TNS Holdings, L.L.C., a Delaware limited liability company (“Holdings”).
UNIT PURCHASE AGREEMENT AMONG TNS HOLDINGS, L.L.C., GTCR FUND VII, L.P., GTCR FUND VII/A, L.P., GTCR CO-INVEST, L.P. AND HELLER FINANCIAL, INC. DATED AS OF APRIL 3, 2001Unit Purchase Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of April 3, 2001, between TNS Holdings, L.L.C., a Delaware limited liability company (the “Company”), GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”), and Heller Financial, Inc., a Delaware corporation (“Heller”) . GTCR Fund VII, GTCR Fund VII/A and Co-Invest are collectively referred to herein as the “GTCR Purchasers” and individually as a “GTCR Purchaser.” The GTCR Purchasers and Heller are collectively referred to herein as the “Purchasers” and individually as a “Purchaser.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
LOCK-UP AGREEMENT October 25, 2007Lock-Up Agreement • November 14th, 2007 • GTCR Fund Vii Lp • Communications services, nec
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • April 7th, 2005 • GTCR Fund Vii Lp • Communications services, nec
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
THIS AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 19, 2004, by and among (i) TNS, Inc., a Delaware corporation formerly known as TNS Holdings, Inc. (the “Company”), (ii) TNS Holdings, L.L.C., a Delaware limited liability company (“Holdings LLC”), and (iii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR VII/A”), GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”) and any other investment fund managed by GTCR Golder Rauner, L.L.C. that at any time acquires securities of the Company and executes a counterpart of the Stock Purchase Agreement (as defined below) or otherwise agrees to be bound by the Stock Purchase Agreement (as defined below) (each, a “GTCR Purchaser” and collectively, the “GTCR Purchasers”).
GTCR GOLDER RAUNER, LLC 6100 Sears Tower Chicago, Illinois 60606-6402Tender Offer Agreement • May 10th, 2005 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
This letter agreement is submitted by GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P. and GTCR Capital Partners, L.P. (collectively, “GTCR”) to TNS, Inc., a Delaware corporation (the “Company”) in connection with the Company’s tender offer to purchase an aggregate of nine (9) million shares of common stock of the Company (“Common Stock”) at a price not less than $18.00 per share or greater than $18.50 per share (the “Tender Offer”). This letter sets forth GTCR’s agreed terms with respect to the Tender Offer.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • November 4th, 2004 • GTCR Fund Vii Lp • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2005 • GTCR Fund Vii Lp • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
Lehman Brothers Inc. 745 Seventh Avenue New York, N.Y. 10019 Ladies and Gentlemen:Underwriting Agreement • October 4th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • New York
The undersigned understands that you, as Representative of the several Underwriters named in Schedule I of this Letter Agreement (the “Underwriters”) and any stockholders selling shares in the Public Offering (defined below) (the “Selling Stockholders”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with TNS, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the Underwriters, of common stock, $0.001 par value per share of the Company (the “Common Stock”).
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2008 • GTCR Fund Vii Lp • Communications services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
STOCK PURCHASE AGREEMENT BETWEEN TNS HOLDINGS, INC., AND TNS HOLDINGS, L.L.C. DATED AS OF APRIL 3, 2001Stock Purchase Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 3, 2001, between TNS Holdings, Inc., a Delaware corporation (the “Company”), and TNS Holdings, L.L.C., a Delaware limited liability company (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
DISSOLUTION AGREEMENTDissolution Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
THIS DISSOLUTION AGREEMENT (the “Agreement”) is made as of March 19, 2004 by and among TNS, Inc., a Delaware corporation (the “Company”), TNS Holdings, L.L.C., a Delaware limited liability company (“Holdings LLC”), the members of Holdings LLC listed on Exhibit A hereto under the heading “Existing Members” (the “Existing Members”) and the members of Dunluce Investors III, L.L.C., a Delaware limited liability company (“Dunluce”) listed on Exhibit A hereto under the heading “Dunluce Members” (the “Dunluce Members” and together with the Existing Members, the “Members”).
