AGREEMENT AND PLAN OF MERGER among TRIDENT PRIVATE HOLDINGS I, LLC, TRIDENT PRIVATE ACQUISITION CORP. and TNS, INC. Dated as of December 11, 2012Merger Agreement • December 11th, 2012 • TNS Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 11, 2012, among Trident Private Holdings I, LLC, a Delaware limited liability company (“Parent”), Trident Private Acquisition Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and TNS, Inc., a Delaware corporation (the “Company”).
UNDERWRITING AGREEMENT TNS, INC. Shares of Common StockUnderwriting Agreement • March 1st, 2004 • TNS Inc • 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 1 hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"), an aggregate of 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, at the option of the Underwriters, up to an aggregate of additional shares of Stock. The shares of Stock to be sold by the Company are herein called the "Underwritten Shares" and additional shares of Stock to be sold by the Selling Stockholders are herein called the "Option Shares". The Underwritten Shares and the Option Shares are herein referred to as the "Shares".
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • TNS Inc • Services-business services, nec • Virginia
THIS EMPLOYMENT AGREEMENT dated as of August 2, 2007 (“Agreement”), is by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”), on the one hand (collectively, “TNS”), and Mark Cole (“Executive”), on the other hand. (The Company, Parent and Executive will be referred to collectively as the “Parties” and may each be referred to individually as a “Party”).
WILLIAM BLAIR & COMPANY, L.L.C. FORM OF UNDERWRITING AGREEMENT TNS, INC. 7,000,000 Shares of Common StockUnderwriting Agreement • September 2nd, 2005 • TNS Inc • 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 1,000,000 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 6,000,000 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 750,000 additional shares of Stock (the “Company Option Shares”) and certain Selling Stockholders also propose to sell to the Underwriters, at the op
MANAGEMENT AGREEMENTManagement Agreement • January 13th, 2004 • TNS Inc • Services-business services, nec • Virginia
THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of December 1, 2003, between Transaction Network Services, Inc., a Delaware corporation ("Employer"), and James J. Mullen, an individual residing at ("Executive").
FORM OF AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • February 20th, 2004 • TNS Inc • Services-business services, nec • Delaware
This Agreement amends and restates that certain Senior Management Agreement (the "Prior Agreement"), dated as of April 3, 2001, 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.
CREDIT AGREEMENT DATED AS OF FEBRUARY 3, 2012 by and among TRANSACTION NETWORK SERVICES, INC., as Borrower, TNS, INC., as a Credit Party, SUNTRUST BANK, as Agent, Swing Line Lender, L/C Issuer and a Lender, BANK OF AMERICA, N.A., as Syndication Agent,...Credit Agreement • February 6th, 2012 • TNS Inc • Services-business services, nec • New York
This CREDIT AGREEMENT is dated as of February 3, 2012 and entered into by and among TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Borrower”), TNS, INC., a Delaware corporation (“Holdings”), the financial institutions who are or hereafter become parties to this Agreement as Lenders, SUNTRUST BANK (in its individual capacity “SunTrust”), as Agent, Swing Line Lender, L/C Issuer, Joint Lead Arranger and Joint Bookrunner, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Bookrunner, Bank of America, N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Documentation Agent.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 5th, 2009 • TNS Inc • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT is dated as of March 2, 2009, between VERISIGN, INC., a Delaware corporation (“VeriSign” or “Seller”), and TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Purchaser”).
LEHMAN BROTHERS INC. J.P. MORGAN SECURITIES INC. FORM OF UNDERWRITING AGREEMENT TNS, INC. 5,815,203 Shares of Common StockUnderwriting Agreement • September 9th, 2004 • TNS Inc • Services-business services, nec • New York
Lehman Brothers Inc. J.P. Morgan Securities Inc. As Representatives of the several Underwriters listed in Schedule I hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • June 7th, 2004 • TNS Inc • Services-business services, nec • New York
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the 12th day of May, 2004 by and among U.S. Wireless Data, Inc., a Delaware corporation (the “Company”) and Transaction Network Services, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein and not defined in the specific Section in which they are used, shall have the meanings assigned to such terms in Section 12.01 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2007 • TNS Inc • Services-business services, nec • Virginia
THIS EMPLOYMENT AGREEMENT dated as of August 2, 2007 (“Agreement”), is by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”), on the one hand (collectively, “TNS”), and Dennis L. Randolph, Jr. (“Executive”), on the other hand. (The Company, Parent and Executive will be referred to collectively as the “Parties” and may each be referred to individually as a “Party”).
FORM OF DISSOLUTION AGREEMENTDissolution Agreement • February 20th, 2004 • TNS Inc • Services-business services, nec • Delaware
THIS DISSOLUTION AGREEMENT (the "Agreement") is made as of , 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").
AGREEMENT OF PURCHASE AND SALE BY AND BETWEEN TRANSACTION NETWORK SERVICES, INC. AND U.S. WIRELESS DATA, INC. As of May 12, 2004Purchase and Sale Agreement • June 7th, 2004 • TNS Inc • Services-business services, nec • New York
THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the 12th day of May, 2004 by and between U.S. Wireless Data, Inc., a Delaware corporation (the “Company”) and Transaction Network Services, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used herein and not defined in the specific Section in which they are used, shall have the meanings assigned to such terms in Section 15.01 hereof.
SERVICE AGREEMENTService Agreement • July 21st, 2006 • TNS Inc • Services-business services, nec
Form of Indemnification AgreementIndemnification Agreement • December 12th, 2003 • TNS Inc • Services-business services, nec • Delaware
The Registrant has entered into Indemnification Agreements with each of the following persons in the form attached hereto:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 8th, 2007 • TNS Inc • Services-business services, nec • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 15, 2007 is made among TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Borrower”); TNS, INC., a Delaware corporation (“Holdings”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in its individual capacity, “GE Capital”), for itself, as Lender and as Agent for Lenders (“Agent”); and the other Lenders signatory to the hereinafter defined Credit Agreement.
ASSET PURCHASE AGREEMENT between SPRINT COMMUNICATIONS COMPANY L.P. and TRANSACTION NETWORK SERVICES, INC.Asset Purchase Agreement • November 3rd, 2003 • TNS Inc • New York
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of May 13, 2002, by and between Sprint Communications Company L.P., a Delaware limited partnership ("Seller"), and Transaction Network Services, Inc., a Delaware corporation ("Buyer").
SETTLEMENT AGREEMENTSettlement Agreement • November 3rd, 2003 • TNS Inc • New York
SETTLEMENT AGREEMENT, dated as of August 9, 2001 (the “Settlement Agreement”), among PSINet, Inc., a New York corporation (“Seller”), Transaction Network Services, Inc., a Delaware corporation previously known as PSINet Transaction Solutions, Inc. (“Company”), and TNS Holdings, Inc., a Delaware corporation (“Purchaser”).
AMENDMENT NO. 1 TOEmployment Agreement • May 20th, 2010 • TNS Inc • Services-business services, nec
This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated March 10, 2006 (the “Agreement”) is by and between Transaction Network Services, Inc. (the “Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Henry H. Graham, Jr. (“Executive”), on the other hand, and is effective January 1, 2010 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
GROSS LEASE (w/Base Amounts)Gross Lease • November 3rd, 2003 • TNS Inc • Virginia
Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 13th, 2004 • TNS Inc • 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.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2011 • TNS Inc • Services-business services, nec
This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated August 2, 2007 (the “Agreement”) is by and between Transaction Network Services, Inc. (the “Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Dennis L. Randolph (“Executive”), on the other hand, and is effective January 1, 2011 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2011 • TNS Inc • Services-business services, nec
This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated January 8, 2007 (the “Agreement”) is by and between Transaction Network Services, Inc. (the “Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and James McLaughlin (“Executive”), on the other hand, and is effective January 1, 2011 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
RE: Tender Offer by TNS, Inc.Tender Offer Agreement • April 5th, 2005 • TNS Inc • 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.
FORM OF AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • January 13th, 2004 • TNS Inc • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "Agreement") is made as of , 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").
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • TNS Inc • Services-business services, nec
This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated March 10, 2006 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Michael Q. Keegan (“Executive”), on the other hand, and is effective March 1, 2012 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TOEmployment Agreement • May 20th, 2010 • TNS Inc • Services-business services, nec
This Amendment No. 1 (the “Amendment”) to the Employment Agreement dated March 10, 2006 (the “Agreement”) is by and between Transaction Network Services, Inc. (the “Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Michael Q. Keegan (“Executive”), on the other hand, and is effective January 1, 2010 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • TNS Inc • Services-business services, nec
This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated March 10, 2006 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Henry H. Graham, Jr. (“Executive”), on the other hand, and is effective March 1, 2012 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
STOCK PURCHASE AGREEMENT AMONG PSINET INC., PSINET TRANSACTION SOLUTIONS INC. AND TNS HOLDINGS, INC. Dated as of March 12, 2001Stock Purchase Agreement • November 3rd, 2003 • TNS Inc • New York
STOCK PURCHASE AGREEMENT, dated as of March 12, 2001 (the “Agreement”), among PSINet Inc., a New York corporation (“Seller”), PSINet Transaction Solutions Inc., a Delaware corporation (the “Company”) and TNS Holdings, Inc., a Delaware corporation, or its permitted assignee (“Purchaser”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 5th, 2010 • TNS Inc • Services-business services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 1, 2010 (this “Amendment”), by and among TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Borrower”), TNS, INC., a Delaware corporation (“Holdings”), the Lenders which have delivered signature pages in accordance herewith (the “Consenting Lenders”) and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG TNS, INC., THUNDER ACQUISITION CORP., CEQUINT, INC., AND PROJECT THUNDER SHAREHOLDER LIQUIDATING TRUST, AS THE SHAREHOLDER REPRESENTATIVE Dated as of September 8, 2010Merger Agreement • September 14th, 2010 • TNS Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 8, 2010 (this “Agreement”), is entered into by and among TNS, Inc., a Delaware corporation (the “Parent”), Thunder Acquisition Corp., a Washington corporation (the “Merger Sub”), Cequint, Inc., a Washington corporation (the “Company”), and Project Thunder Shareholder Liquidating Trust, in its capacity as the Shareholder Representative.
DEED OF LEASELease Agreement • November 3rd, 2003 • TNS Inc • Virginia
THIS DEED OF LEASE (this "Lease") is made as of September 21, 1995, between POND BUILDING, L.L.C., a Virginia limited liability company ("Landlord"), and TRANSACTION NETWORK SERVICES, INC., a Delaware corporation ("Tenant").
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2011 • TNS Inc • Services-business services, nec • Virginia
THIS EMPLOYMENT AGREEMENT dated as of November 29, 2010 (“Agreement”), is by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), and its parent, TNS, Inc., a Delaware corporation (“Parent”), on the one hand (collectively, “TNS”), and Daniel P. Dooley III (“Executive”), on the other hand. (The Company, Parent and Executive will be referred to collectively as the “Parties” and may each be referred to individually as a “Party”).
MANAGEMENT AGREEMENTManagement Agreement • March 16th, 2007 • TNS Inc • Services-business services, nec • Virginia
THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of January 1, 2006, between Transaction Network Services, Inc., a Delaware corporation (“Employer”), and Dennis Randolph, an individual residing at 1208 S. Columbus St., Arlington, VA 22204 (“Executive”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • TNS Inc • Services-business services, nec
This Amendment No. 2 (“Amendment”) is an amendment to the Employment Agreement, dated August 2, 2007 (the “Agreement”) between Transaction Network Services, Inc. (“Company”), a Delaware corporation, and its parent, TNS, Inc. (“Parent”), a Delaware corporation, on the one hand (collectively, “TNS”), and Dennis L. Randolph (“Executive”), on the other hand, and is effective March 1, 2012 (the “Amendment Effective Date”). Any terms used, but not defined, herein, shall have the meanings set forth in the Agreement.
