THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2010Limited Liability Company Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DynaVox Systems Holdings LLC (the “Company”), dated and effective as of , 2010 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2010, is hereby entered into by and among DynaVox Inc., a Delaware corporation (the “Corporation”), DynaVox Systems Holdings LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
EMPLOYMENT AGREEMENT (Robert Cunningham)Employment Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Pennsylvania
EMPLOYMENT AGREEMENT (the “Agreement”) dated April 7, 2010 by and between DynaVox Systems LLC (the “Company”) and Robert Cunningham (the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2010, among DynaVox Inc., a Delaware corporation, and the holders of Holdings Units (as defined herein) from time to time party hereto.
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF , 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETOSecurityholders Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of , 2010 (this “Agreement”), by and among DynaVox Inc., a Delaware corporation (the “Corporation”), DynaVox Systems Holdings LLC, a Delaware limited liability company (“Holdings”), Vestar Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV”), VCD Investors LLC, a Delaware limited liability company (“VCD Investors” and, together with VCP IV, “Vestar”); Park Avenue Equity Partners, L.P., a Delaware limited partnership (“Park Avenue”) and each of the other holders of securities that is or may become a party to this Agreement (each, with the exception of Vestar Investors (as defined herein) and Park Avenue Investors (as defined herein), an “Other Investor” and, collectively, the “Other Investors” and, together with the Vestar Investors and the Park Avenue Investors, the “Securityholders”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 22, 2008Limited Liability Company Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DynaVox Systems Holdings LLC, dated and effective as of January 22, 2008 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among, Vestar Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV”), VCD Investors LLC, a Delaware limited liability company (“VCD” and, together with VCP IV, the “Vestar Member”), DynaVox Investors LLC, a Delaware limited liability company (“DynaVox Investors Member”), Park Avenue Equity Partners, L.P., a Delaware limited partnership (the “Park Avenue Member”), the institutions listed on the signature pages hereto (collectively, the “Institutional Members”), and the other individuals or institutions listed as members in the books and records of the Company, and each other Person who becomes a Member in accordance with the terms of this Agreement. Any reference in this Agreement to the Vestar Member, the Park Avenue Member or the
