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. 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”).
SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May [ ], 2007, by and among Solera Holdings, Inc., a Delaware corporation (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.
