THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 21, 2010Limited Liability Company Agreement • April 27th, 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 April 21, 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 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 21, 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).
EXCHANGE AGREEMENTExchange Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of April 21, 2010, among DynaVox Inc., a Delaware corporation, and the holders of Holdings Units (as defined herein) from time to time party hereto.
REGISTRATION RIGHTS AGREEMENT OFRegistration Rights Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of April 21, 2010, by and among DynaVox Inc., a Delaware corporation (the “Company”), and the Covered Persons (defined below) from time to time party hereto.
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF APRIL 21, 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETOSecurityholders Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of April 21, 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”).
DYNAVOX INC. 2010 LONG-TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENT (IPO Pricing Date Award Agreement for Non-Employee Directors)Restricted Stock Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
DYNAVOX INC. 2010 LONG-TERM INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”).
