AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • February 8th, 2005 • Syniverse Holdings Inc • Communications services, nec • Delaware
This Agreement amends and restates that certain Senior Management Agreement (the “Prior Agreement”), dated as of February 14, 2002, by and among Holdings LLC, Employer and Executive. The Company, Holdings LLC, Employer and Executive desire to amend and restate the Prior Agreement in order to facilitate a dissolution of Holdings LLC and an initial public offering of the Company’s common stock.
17,620,000 Shares SYNIVERSE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2005 • Syniverse Holdings Inc • Communications services, nec • New York
Delaware corporation and a wholly owned subsidiary of the Company (the “Principal Subsidiary”), jointly and severally represent and warrant to and agree with each Underwriter and Selling Stockholder that:
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 8th, 2005 • Syniverse Holdings Inc • Communications services, nec • Delaware
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of February , 2005, by and among (i) Syniverse Holdings, Inc., a Delaware corporation (the “Company”), (ii) Syniverse Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and (iii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR VII/A”), GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”) and any other investment fund managed by GTCR Golder Rauner, L.L.C. or any of its affiliates or successors that at any time acquires securities of the Company and executes a counterpart of the Stock Purchase Agreement (as defined below) or otherwise agrees to be bound by the Stock Purchase Agreement (as defined below) (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENTLimited Liability Company Agreement and Dissolution Agreement • February 8th, 2005 • Syniverse Holdings Inc • Communications services, nec • Delaware
THIS AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENT (the “Agreement”) is made as of February , 2005 by and among Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Holdings, LLC, a Delaware limited liability company (“Holdings LLC”), and certain of the members of Holdings LLC (the “Member Parties”).
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • February 8th, 2005 • Syniverse Holdings Inc • Communications services, nec • Delaware
This Agreement amends and restates that certain Senior Management Agreement (the “Prior Agreement”), dated as of February 14, 2003, by and among Holdings LLC, Employer and Executive. The Company, Holdings LLC, Employer and Executive desire to amend and restate the Prior Agreement in order to facilitate a dissolution of Holdings LLC and an initial public offering of the Company’s common stock.
