INDEMNITY AGREEMENTIndemnity Agreement • May 8th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
This Indemnity Agreement, dated as of ____________, 2014 is made by and between ___________________, Inc., a Delaware corporation (the “Company”), and ________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among SOLERA HOLDINGS, INC., SUMMERTIME HOLDING CORP. and SUMMERTIME ACQUISITION CORP. Dated as of September 13, 2015Merger Agreement • September 16th, 2015 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2015 (hereinafter called this “Agreement”), by and among Solera Holdings, Inc., a Delaware corporation (the “Company”), Summertime Holding Corp., a Delaware corporation (“Parent”), and Summertime Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations,” and the Constituent Corporations, together with Parent, the “Parties”).
Solera Holdings, Inc. Common Stock, Par Value $0.01 per share Underwriting AgreementUnderwriting Agreement • September 26th, 2007 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
Goldman, Sachs & Co., J.P. Morgan Securities Inc., As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
Underwriting AgreementUnderwriting Agreement • May 9th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • New York
Solera Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Common Stock, par value $0.01 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule III hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares of Stock, and at the election of the Underwriters, up to [•] additional shares. The aggregate of [•] shares to be sold by the Company and the Selling Stockholders is herein referred to as the “Firm Shares” and the aggregate of [•] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Solera Holdings, Inc. Common Stock, Par Value $0.01 per share Underwriting AgreementUnderwriting Agreement • November 14th, 2008 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
Solera Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 4,500,000 shares (the “Firm Shares”) and, at the election of the Underwriter, up to 500,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”) (the Firm Shares and the Optional Shares that the Underwriter elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 6th, 2012 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Texas
This Executive Employment Agreement (the “Agreement”) is entered into between Solera Holdings, Inc., including all direct and indirect Subsidiaries and affiliated entities (collectively “Company” or “Employer”) and Abilio Gonzalez (“you”). This Agreement is effective as of September 4, 2012 (“Effective Date”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 26th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of April 1, 2005, by and among Solera Holdings, LLC, a Delaware limited liability company (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”). Each of Fund VIII, Fund VIII/B and GTCR Co-Invest, together with any investment fund managed by GTCR Golder Rauner, L.L.C., a Delaware limited liability company (“GTCR I”), or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR II”), that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement shall be referred to herein as an “Investor” and, collectively as the “Investors.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of April 13, 2006, by and among Solera Holdings, LLC, a Delaware limited liability company (the “Company”), Solera, Inc., a Delaware corporation (“Employer”), and Tony Aquila (“Executive”).
RECAPITALIZATION AGREEMENT by and among CLAIMS SERVICES GROUP, INC., WCAS SRS CO-INVESTMENT, L.P., WCAS SRS HOLDINGS, INC., SERVICE REPAIR SOLUTIONS, INC., WELSH, CARSON, ANDERSON & STOWE XI, L.P. and, solely for the purposes of Section 7.14, SOLERA...Recapitalization Agreement • February 10th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
PURCHASE AND SALE AGREEMENT by and among PITTSBURGH GLASS WORKS, LLC, LYNX SERVICES, L.L.C., GTS SERVICES, LLC and CLAIMS SERVICES GROUP, INC. Dated as of May 10, 2014Purchase and Sale Agreement • August 29th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 9th day of May, 2014, by and among LYNX Services, L.L.C., a Kansas limited liability company (“Lynx”), GTS Services, LLC, a Delaware limited liability company (“GTS” and, together with Lynx, the “Acquired Companies”), Pittsburgh Glass Works, LLC, a Delaware limited liability company (the “Seller”), and Claims Services Group, Inc., a Delaware corporation (the “Buyer”), and solely for purposes of Sections 5.1, 5.2, 5.3 and Article 11, Solera Holdings, Inc. (“SLH”).
AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT as amended and restated as of April 13, 2012 among AUDATEX NORTH AMERICA, INC., as U.S. Borrower, SOLERA NEDERLAND HOLDING B.V. and AUDATEX HOLDINGS IV B.V., as Euro Borrowers, AUDATEX...First Lien Credit and Guaranty Agreement • April 16th, 2012 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of April 13, 2012, is entered into by and among AUDATEX NORTH AMERICA, INC., a Delaware corporation (the “U.S. Borrower”), SOLERA NEDERLAND HOLDING B.V., a company organized under the laws of the Netherlands (“EuroCo” and a “Euro Borrower”), AUDATEX HOLDINGS IV B.V., a company organized under the laws of the Netherlands (“EuroHoldco” and a “Euro Borrower;” together with EuroCo, the “Euro Borrowers;” and the Euro Borrowers, collectively with the U.S. Borrower, the “Borrowers”), AUDATEX HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), and as Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”); provided,
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of April 13, 2006, by and between Solera Holdings, LLC, a Delaware limited liability company (the “Company”), and Roxani Gillespie (“Purchaser”).
SOLERA HOLDINGS, INC. SEVERANCE AGREEMENT AND RELEASESeverance Agreement • May 10th, 2011 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Texas
This Confidential Severance Agreement and Release (“Agreement”) dated March 18, 2011 is made by and between John J. Giamatteo (“Employee”) and Solera Holdings, Inc. (“Company”) (individually referred to as a “Party” and collectively referred to as the “Parties”):
AUDATEX NORTH AMERICA, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.00% SENIOR NOTES DUE 2021 INDENTURE DATED AS OF JULY 2, 2013 U.S. BANK NATIONAL ASSOCIATION TRUSTEEIndenture • July 9th, 2013 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of July 2, 2013, among Audatex North America, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”).
Dated December 19, 2008 RAC plc HPI HOLDING LIMITED SOLERA HOLDINGS, INC AGREEMENT for the sale and purchase of the entire issued share capital of HPI LimitedShare Purchase Agreement • February 9th, 2009 • Solera Holdings, Inc • Services-computer programming, data processing, etc.
(together the Parties and each a Party, which terms shall, except where the context requires otherwise, including and permitted assigns)
LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 1, 2005Limited Liability Company Agreement • March 26th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 1, 2005, is entered into by and among Solera Holdings, LLC (the “LLC”) and the Unitholders.
NON-QUALIFIED STOCK OPTION AGREEMENT Solera Holdings, Inc. «Date»Non-Qualified Stock Option Agreement • November 4th, 2010 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
Solera Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2008 Omnibus Equity Incentive Plan (the “Plan”) and this Agreement (this “Agreement”), the Committee has granted to you an option (the “Option”) to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as set forth below (the “Option Shares”), subject to the terms and conditions set forth herein:
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2008 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of January 28, 2008, by and between Solera Holdings, Inc., a Delaware corporation (the “Company”), Jack Pearlstein (“Purchaser”), Ian Z. Pearlstein 2001 Trust (“Ian Pearlstein Trust”) and Ivanna V. Pearlstein 2001 Trust (“Ivanna Pearlstein Trust”). Certain definitions are set forth in Section 6 of this Agreement.
Underwriting AgreementUnderwriting Agreement • June 6th, 2008 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
Certain stockholders of Solera Holdings, Inc., a Delaware corporation (the “Company”) named in Schedule II hereto (the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to Goldman, Sachs & Co. (the “Underwriter”) an aggregate of 5,000,000 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company (the “Shares”).
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of April 1, 2005, between GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR”), and Solera, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 29th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to Purchase and Sale Agreement, dated as of May 10, 2014 (the “Agreement”), is made and entered into as of July 2, 2014, by and among Pittsburgh Glass Works, LLC, a Delaware limited liability company (the “Seller”) and Claims Services Group, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used but not expressly defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.
SOLERA HOLDINGS, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 9th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Agreement”) is made as of ______________, 2007, by and between Solera Holdings, Inc., a Delaware corporation (the “Company”, which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ______________ (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of April 13, 2006, by and between Solera Holdings, LLC, a Delaware limited liability company (the “Company”), and Jack Pearlstein (“Purchaser”).
NON-QUALIFIED STOCK OPTION AGREEMENT Solera Holdings, Inc. (Time-Based Vesting)Non-Qualified Stock Option Agreement • May 9th, 2013 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
Solera Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s 2008 Omnibus Equity Incentive Plan (the “Plan”) and this Agreement (this “Agreement”), the Committee has granted to you an option (the “Option”) to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as set forth below (the “Option Shares”), subject to the terms and conditions set forth herein:
Dated 20 November 2014 CAP GROUP S.À R.L.andTHE MANAGEMENT SELLERSandTHE INSTITUTIONAL INVESTORSandHPI HOLDING LIMITED SALE AND PURCHASE AGREEMENT relating to the sale and purchase of the whole of the issued share capital of PM Guernsey Limited...Sale and Purchase Agreement • February 9th, 2015 • Solera Holdings, Inc • Services-computer programming, data processing, etc.
SRS INVESTMENT HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 13, 2013, 2013, by and among (i) SRS Investment Holdings, Inc., a Delaware corporation (the “Company”), (ii) WCAS SRS Co-Investment, L.P., a Delaware limited partnership (the “WCAS Investor”), (iii) Claims Services Group, Inc., a Delaware corporation (the “S Investor,” and together with the WCAS Investor and their respective Affiliates that hold Common Stock, the “Investors”), and (iv) the other parties set forth on the signature pages hereto from time to time. Capitalized terms used herein shall have the respective meanings ascribed to them in Section 1 hereof.
Share Purchase Agreement (herein also referred to as the “Agreement”) betweenShare Purchase Agreement • November 6th, 2009 • Solera Holdings, Inc • Services-computer programming, data processing, etc.
STOCKHOLDERS AGREEMENT by and among SRS INVESTMENT HOLDINGS, INC., WCAS SRS CO- INVESTMENT, L.P., CLAIMS SERVICES GROUP, INC., solely for the purposes of Article XI and Article XIV, SOLERA HOLDINGS, INC., solely for the purposes of Article XIV,...Stockholders Agreement • February 10th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2008 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of January 28, 2008, by and between Solera Holdings, Inc., a Delaware corporation (the “Company”), and Roxani Gillespie (“Purchaser”). Certain definitions are set forth in Section 8 of this Agreement.
CREDIT AND GUARANTY AGREEMENT dated as of June 2, 2015 among AUDATEX NORTH AMERICA, INC., as Borrower, SOLERA HOLDINGS, INC., as Holdings and a Guarantor, CERTAIN SUBSIDIARIES OF SOLERA HOLDINGS, INC., as Guarantors, VARIOUS LENDERS, and GOLDMAN SACHS...Credit and Guaranty Agreement • August 31st, 2015 • Solera Holdings, Inc • Services-computer programming, data processing, etc.
This CREDIT AND GUARANTY AGREEMENT dated as of June 2, 2015 is entered into by and among AUDATEX NORTH AMERICA, INC., a Delaware corporation (the “Borrower”), SOLERA HOLDINGS, INC., a Delaware corporation (“Holdings”), and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time and GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”).
SUPPLEMENTAL INDENTURESupplemental Indenture • June 16th, 2011 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 14, 2011, among Explore Information Services, LLC (the “Guaranteeing Subsidiary”), a subsidiary of Solera Holdings Inc. (or its permitted successor), a Delaware corporation (“Solera”), Audatex North America, Inc. (the “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • November 17th, 2014 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 17, 2014, by and among Audatex North America, Inc., a Delaware corporation (the “Issuer”), the guarantors set forth on the signature page hereto (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 1, 2005, by and among (i) Solera Holdings, LLC, a Delaware limited liability company (the “LLC”), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”), and any investment fund managed by GTCR Golder Rauner, L.L.C., a Delaware limited liability company (“GTCR I”), or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR II”), that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Investor” and collectively, the “Investors”), (iii) Tony Aquila and any other executive employee of the LLC or its Subsidiaries who, at any time, acquires securities of the LLC in accordance with Section 8 hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by
ContractSupplemental Indenture • April 16th, 2012 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 13, 2012, between Audatex North America, Inc., a Delaware corporation (the “Issuer”), the guarantors set forth below (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • July 25th, 2012 • Solera Holdings, Inc • Services-computer programming, data processing, etc. • New York
THIS JOINDER AGREEMENT, dated as of July 19, 2012 (this “Agreement”), by and among J.P. MORGAN CHASE BANK, N.A., CREDIT SUISSE AG, GOLDMAN SACHS BANK USA, and FIFTH THIRD BANK (each a “Lender” and collectively the “Lenders”), AUDATEX NORTH AMERICA, INC., a Delaware corporation, SOLERA NEDERLAND HOLDING B.V., a company organized under the laws of the Netherlands, AUDATEX HOLDINGS IV B.V., a company organized under the laws of the Netherlands (collectively, the “Borrowers”), AUDATEX HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and certain Subsidiaries of Holdings, as guarantors (“Guarantors”) and GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent.
