EXHIBIT 2.3 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this "Agreement") is made as of July 23, 2003, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "Company"), GTCR Fund VII, L.P., a Delaware...Contribution Agreement • August 29th, 2003 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 2.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this "Agreement") is made as of July 23, 2003, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "Company") and the Persons listed on the signature page...Exchange Agreement • August 29th, 2003 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment • Delaware
ANDMerger Agreement • August 29th, 2003 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment • Delaware
EXHIBIT 10.38Senior Management Agreement • March 27th, 2003 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment
Syniverse Technologies, Inc. and each of the Guarantors named herein 7 ¾% Senior Subordinated Notes due 2013Indenture • August 24th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
INDENTURE dated as of August 24, 2005 among: Syniverse Technologies, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined below), and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • February 11th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
This Agreement amends and restates that certain Senior Management Agreement (the “Prior Agreement”), dated as of February 14, 2002, by and among Holdings LLC, Employer and Executive. The Company, Holdings LLC, Employer and Executive desire to amend and restate the Prior Agreement in order to facilitate a dissolution of Holdings LLC and an initial public offering of the Company’s common stock.
17,620,000 Shares SYNIVERSE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.34Senior Management Agreement • September 10th, 2002 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Florida
THIS AGREEMENT (the “Agreement”) is made as of January 14, 2008, among Syniverse Technologies, Inc., a Delaware corporation (the “Company”), Syniverse Holdings, Inc., a Delaware corporation (“Parent”), and Jeffrey Gordon (“Executive”).
20,000,000 Shares SYNIVERSE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2007 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • 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.
AGREEMENT AND PLAN OF MERGER among BUCCANEER HOLDINGS, INC., BUCCANEER MERGER SUB, INC., and SYNIVERSE HOLDINGS, INC. Dated as of October 28, 2010Merger Agreement • November 1st, 2010 • Syniverse Technologies Inc • Communications services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 28, 2010, among Buccaneer Holdings, Inc., a Delaware corporation (“Parent”), Buccaneer Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Syniverse Holdings, Inc., a Delaware corporation (“Company”).
SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • September 6th, 2002 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of June 3, 2002, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the “Company”), TSI Telecommunication Services, Inc., a Delaware corporation (“Employer”), and Charles Drexler (“Executive”).
Amendment No. 1 to the Employment Agreement with Jeffrey GordonEmployment Agreement • February 27th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment
This Amendment No. 1 to the Employment Agreement dated as of January 14, 2008 (the “Agreement”), between Syniverse Technologies, Inc. (the “Company”), Syniverse Holdings, Inc. and Jeffrey Gordon (“Executive”) is made this 30 day of December 2008.
AMENDED AND RESTATED CREDIT AGREEMENT among SYNIVERSE HOLDINGS, INC., SYNIVERSE TECHNOLOGIES, INC. as Borrower, The Several Lenders from Time to Time Parties Hereto, LEHMAN BROTHERS INC. and DEUTSCHE BANK SECURITIES INC., as Joint Lead Arrangers and...Credit Agreement • August 10th, 2007 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 9, 2007, among SYNIVERSE HOLDINGS, INC., a Delaware corporation (the “Parent”), SYNIVERSE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), LEHMAN BROTHERS INC. (“LBI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers and joint book-running managers (in such capacities, the “Arrangers”), LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as administrative agent (in such capacity, the “Administrative Agent”), DEUTSCHE BANK AG NEW YORK BRANCH, as syndication agent (in such capacity, the “Syndication Agent”), and BEAR STEARNS CORPORATE LENDING INC. and LASALLE BANK NATIONAL ASSOCIATION as co-documentation agents (in such capacity, the “Co-Documentation Agents”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENTLimited Liability Company Agreement and Dissolution Agreement • February 11th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENT (the “Agreement”) is made as of February 9, 2005 by and among Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and certain of the members of Holdings LLC (the “Member Parties”).
SYNIVERSE TECHNOLOGIES, INC. 7¾% SENIOR SUBORDINATED NOTES DUE 2013 PURCHASE AGREEMENTPurchase Agreement • August 24th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Syniverse Technologies, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the initial purchasers (the “Initial Purchasers”), $175,000,000 in aggregate principal amount of its 7 ¾% Senior Subordinated Notes due 2013 (the “Notes”). The Notes will (i) have terms and provisions which are summarized in the Offering Memorandum (as defined below) dated as of the date hereof and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into between the Company, the Guarantors (as defined below) and The Bank of New York, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the “Guarantee”) by Syniverse Holdings, Inc. (“Holdings”), Syniverse Technologies of Virginia, Inc. (“Syniverse Virginia”) and Syniverse Brience LLC (“Syniverse Brience”) (each, a “Guarantor” and togeth
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February 9, 2005, by and among (i) Syniverse Holdings, Inc., a Delaware corporation (the “Company”), (ii) Syniverse Holdings, LLC, 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. or any of its affiliates or successors 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 “Purchaser” and collectively, the “Purchasers”).
GUARANTEE AND COLLATERAL AGREEMENT made by SYNIVERSE HOLDINGS, INC., SYNIVERSE TECHNOLOGIES, INC. and certain of their respective Subsidiaries in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent Dated as of February 15, 2005Guarantee and Collateral Agreement • February 18th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 15, 2005, made by each of the signatories hereto, as grantors (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of LEHMAN COMMERCIAL PAPER INC. (“LCPI”), as Administrative Agent (in such capacity, the “Administrative Agent”), for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 15, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among SYNIVERSE HOLDINGS, INC., a Delaware corporation (the “Parent”), SYNIVERSE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LEHMAN BROTHERS INC., as lead arranger and book manager (in such capacity, the “Arranger”), the Administrative Agent and LaSalle National Association,
PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT [Date]Performance-Based Restricted Stock Agreement • November 6th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
Syniverse Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Amended and Restated 2006 Long-Term Equity Incentive Plan (the “Plan”), the Company has granted to you shares of the Company’s Common Stock, par value $0.001 per share, as set forth below (the “Performance-Based Restricted Shares”), subject to the terms and conditions set forth in this award agreement (“Agreement”).
EXHIBIT 10.37Senior Management Agreement • March 27th, 2003 • Tsi Telecommunication Services Inc • Radio & tv broadcasting & communications equipment • Delaware
RESTRICTED STOCK GRANT AGREEMENT [Date]Restricted Stock Grant Agreement • November 6th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
Syniverse Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Amended and Restated 2006 Long-Term Equity Incentive Plan (the “Plan”), the Company has granted to you shares of the Company’s Common Stock, par value $0.001 per share, as set forth below (the “Restricted Shares”), subject to the terms and conditions set forth in this Agreement (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.
ACQUISITION AGREEMENT BY AND AMONG VERISIGN, INC., a Delaware corporation, VERISIGN S.À.R.L., VERISIGN DO BRASIL SERVIÇOS PARA INTERNET LTDA, VERISIGN DIGITAL SERVICES TECHNOLOGY (CHINA) CO., LTD., VERISIGN SERVICES INDIA PRIVATE LIMITED, AND...Acquisition Agreement • October 29th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
This ACQUISITION AGREEMENT is dated as of August 24, 2009 between VERISIGN, INC., a Delaware corporation, acting on its own behalf and on behalf of Additional VeriSign Sellers (“VeriSign” or “Seller”), VERISIGN S.À.R.L., a Swiss société à responsabilité limitée, VERISIGN DO BRASIL SERVIÇOS PARA INTERNET LTDA, a limited liability company incorporated under the laws of Brazil, State of Sao Paulo, VERISIGN DIGITAL SERVICES TECHNOLOGY (CHINA) CO., LTD., a wholly foreign-owned enterprise established in the Dongcheng district and formed under the laws of the People’s Republic of China, VERISIGN SERVICES INDIA PRIVATE LIMITED., a company limited by shares incorporated under the Companies Act 1956 and existing under the laws of India (collectively, the “Seller Subsidiaries”), and SYNIVERSE HOLDINGS, INC., a Delaware corporation (“Purchaser”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT [Date]Non-Qualified Stock Option Award Agreement • November 6th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
Syniverse Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Amended and Restated 2006 Long-Term Equity Incentive Plan (the “Plan”), the Company has granted to you the option described below (the “Option”) to acquire shares of Common Stock, subject to the terms and conditions set forth in this Agreement (the “Agreement”).
RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 17th, 2006 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of August 8, 2007Credit Agreement • August 10th, 2007 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is among SYNIVERSE HOLDINGS, INC., a Delaware corporation (the “Parent”), SYNIVERSE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SYNIVERSE TECHNOLOGIES, INC. EXECUTIVE SEPARATION AGREEMENTExecutive Separation Agreement • February 27th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS EXECUTIVE SEPARATION AGREEMENT (the “Agreement”) is entered into as of November 24, 2008, by and among Wayne Nelson (“Nelson”), Syniverse Technologies, Inc., a Delaware corporation (“Employer”) and Syniverse Holdings, Inc., a Delaware corporation (the “Company”). Nelson, Employer, and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
ContractOffice Lease • March 30th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment
THIS LEASE (“Lease”), made this day of February, 2005, by and between 581 HIGHWOODS, L.P., a Delaware Partnership, By: Highwoods Properties, Inc., as agent, (“Landlord”) and SYNIVERSE TECHNOLOGIES, INC., a Delaware corporation, (“Tenant”), provides as follows:
Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • August 24th, 2005 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
Syniverse Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 7 ¾% Senior Subordinated Notes due 2013, which are unconditionally guaranteed by Syniverse Holdings, Inc., a Delaware corporation and the direct parent of the Company (“Syniverse Holdings”), and each of Syniverse’s current and future Domestic Subsidiaries, including Syniverse Brience, LLC (“Syniverse Brience”) and Syniverse Technologies of Virginia, Inc. (“Syniverse Virginia”) (collectively, the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Transfer Restricted Securities (as defined herein) as follows:
FORM OF NON-QUALIFIED STOCK OPTION AWARD AGREEMENT [Syniverse Holdings, Inc. Letterhead]Non-Qualified Stock Option Award Agreement • August 17th, 2006 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
Syniverse Holdings, Inc. 8125 Highwoods Palm Way Tampa, FL 33647 Attention: General Counsel Ladies and Gentlemen:Acquisition Agreement • October 29th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment
Reference is made herein to the Acquisition Agreement by and among VERISIGN, INC., VERISIGN S.À.R.L., VERISIGN DO BRASIL SERVIÇOS PARA INTERNET LTDA, VERISIGN DIGITAL SERVICES TECHNOLOGY (CHINA) CO., LTD., VERISIGN SERVICES INDIA PRIVATE LIMITED (each, a “Seller Party”), and SYNIVERSE HOLDINGS, INC. (“Purchaser”), dated as of August 24, 2009 (the “Acquisition Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Acquisition Agreement.
SYNIVERSE TECHNOLOGIES, INC. EXECUTIVE SEPARATION AGREEMENTExecutive Separation Agreement • March 13th, 2007 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
THIS EXECUTIVE SEPARATION AGREEMENT (the “Agreement”) is entered into as of March 12, 2007, by and among Raymond L. Lawless (“Lawless”), Syniverse Technologies, Inc., a Delaware corporation (“Employer”) and Syniverse Holdings, Inc., a Delaware corporation (the “Company”). Lawless, Employer, and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
Amendment No. 1 to the Employment Agreement with Michael J. O’BrienEmployment Agreement • February 27th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment
This Amendment No. 1 to the Employment Agreement dated as of January 9, 2006 (the “Agreement”), between Syniverse Technologies, Inc. (the “Company”), Syniverse Holdings, Inc. and Michael J. O’Brien (“Executive”) is made this 22 day of December 2008.
AMENDMENT, WAIVER, RESIGNATION AND APPOINTMENT AGREEMENTAmendment, Waiver, Resignation and Appointment Agreement • May 8th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • New York
THIS AMENDMENT, WAIVER, RESIGNATION AND APPOINTMENT AGREEMENT, dated as of May 4, 2009 (this “Amendment”), is by and among SYNIVERSE HOLDINGS, INC., a Delaware corporation (the “Parent”), SYNIVERSE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto, LEHMAN COMMERCIAL PAPER INC. (“LCPI”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (as defined below), as resigning Administrative Agent (as each such role is defined in the 2007 Credit Agreement defined below and in the other Loan Documents) and Swing Line Lender under the 2007 Credit Agreement (as defined below), and BANK OF AMERICA, N.A. (“Bank of America”), as successor Administrative Agent and Swing Line Lender under the Amended Credit Agreement (as defined below).
Syniverse Holdings, Inc. 8125 Highwoods Palm Way Tampa, FL 33647 Attention: General Counsel Syniverse Technologies Services (India) Private Limited c/o Syniverse Technologies, Inc. 8125 Highwoods Palm Way Tampa, FL 33647 Attention: General Counsel RE:...Acquisition Agreement • October 29th, 2009 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment
Reference is made herein to the Acquisition Agreement by and among VERISIGN, INC., VERISIGN S.À.R.L., VERISIGN DO BRASIL SERVIÇOS PARA INTERNET LTDA, VERISIGN DIGITAL SERVICES TECHNOLOGY (CHINA) CO., LTD., VERISIGN SERVICES INDIA PRIVATE LIMITED (each, a “Seller Party”), and SYNIVERSE HOLDINGS, INC. (“Purchaser”), dated as of August 24, 2009 (as amended, including by this letter amendment, the “Acquisition Agreement”).
ASSET PURCHASE AGREEMENT Among SYNIVERSE TECHNOLOGIES, INC., Buyer, And ELECTRONIC DATA SYSTEMS CORPORATION And EDS INFORMATION SERVICES LLC Sellers Dated as of August 25, 2004Asset Purchase Agreement • October 4th, 2004 • Syniverse Technologies Inc • Radio & tv broadcasting & communications equipment • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2004, by and among Syniverse Technologies, Inc., a Delaware corporation (“Buyer”), Electronic Data Systems Corporation, a Delaware corporation (“EDS”) and EDS Information Services LLC, a Delaware limited liability company (“EIS”).
