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”).
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”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 12th, 2007 • Solera Holdings LLC • 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 UNIT PURCHASE AGREEMENTAmended and Restated Unit Purchase Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS AMENDED AND RESTATED UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of April 13, 2006, 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.
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”).
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”).
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
CONSULTING AGREEMENTConsulting Agreement • February 12th, 2007 • Solera Holdings LLC • California
THIS CONSULTING AGREEMENT (this “Agreement”) is made and effective as of September 1, 2006 (the “Effective Date”) by and between Solera, Inc., a Delaware corporation (the “Company”), and Roxani M. Gillespie (“Consultant”).
TRANSACTION AGREEMENT by and among SOLERA, INC., AUTOMATIC DATA PROCESSING, INC., ADP ATLANTIC INC., ADP NEDERLAND B.V., ADP INTERNATIONAL B.V., ADP CANADA CO. and ADP PRIVATE LIMITEDTransaction Agreement • February 12th, 2007 • Solera Holdings LLC • New York
TRANSACTION AGREEMENT, dated as of February 8, 2006 (this “Agreement”), by and among Solera, Inc., a Delaware corporation (the “Buyer”), Automatic Data Processing, Inc., a Delaware corporation (“Parent”), ADP Atlantic Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“ADP Atlantic”), ADP Nederland B.V., a private limited liability company incorporated under the Laws of the Netherlands and a direct and indirect wholly owned subsidiary of Parent (“ADP Nederland”), ADP International B.V., a private limited liability company incorporated under the Laws of the Netherlands and a direct wholly owned subsidiary of ADP Nederland (“ADP International” and, together ADP Nederland, the “Foreign Share Sellers” and, the Foreign Share Sellers, together with Parent and ADP Atlantic, the “Share Sellers”), ADP Canada Co., a Nova Scotia unlimited liability company (“ADP Canada”), and ADP Private Limited, a limited liability company incorporated under the Laws of India (“ADP Indi
AMENDMENT NO. 1 TO TRANSACTION AGREEMENTTransaction Agreement • February 12th, 2007 • Solera Holdings LLC
This Amendment No. 1, dated as of March 28, 2006 (this “Amendment”), amends the Transaction Agreement, dated as of February 8, 2006 (the “Transaction Agreement”), by and among Solera, Inc., Automatic Data Processing, Inc., ADP Atlantic Inc., ADP Nederland B.V., ADP International B.V., ADP Canada Co. and ADP Private Limited. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.
AMENDMENT NO. 2 TO TRANSACTION AGREEMENTTransaction Agreement • February 12th, 2007 • Solera Holdings LLC
This Amendment No. 2, dated as of April 13, 2006 (this “Amendment”), amends the Transaction Agreement, dated as of February 8, 2006 (as amended, the “Transaction Agreement”), by and among Solera, Inc. (and its permitted assigns), Automatic Data Processing, Inc., ADP Atlantic Inc., ADP Nederland B.V., ADP International B.V., ADP Canada Co. and ADP Private Limited. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Transaction Agreement.
SECURITYHOLDERS AGREEMENTSecurityholders Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made as of April 1, 2005 by and among (i) Solera Holdings, LLC, a Delaware limited liability company (the “Company”), (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 Company or its Subsidiaries who, at any time, acquires securities of the Company in accordance with Section 9 hereof and executes a counterpart of this Agreement or otherwise agrees to be b
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2007 • Solera Holdings LLC • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of April 13, 2006, by and among Solera, Inc., a Delawarecorporation (“Employer”), Solera Holdings, LLC, a Delaware limited liability company and the sole stockholder of Employer (“Solera Holdings”), and Jack Pearlstein (“Executive”). Certain definitions are set forth in Section 4 of this Agreement.
