West Corporation Common Stock, Par Value $0.001 per Share Underwriting AgreementUnderwriting Agreement • March 11th, 2013 • West Corp • Services-business services, nec • New York
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 11th, 2013 • West Corp • Services-business services, nec • Nebraska
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the day of , 2013 by and between West Corporation, a Delaware corporation (the “Company”), and [First Name] [Middle Initial] [Last Name] (the “Executive”) and shall be effective as of . In the event that prior to , 2013, the Company has not completed an initial public offering, this Agreement shall terminate without becoming effective and shall have no force and effect.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2013 • West Corp • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], [ ] by and between West Corporation, a Delaware corporation (the “Company”), and [Name] (the “Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION AGREEMENT among WEST CORPORATION, THL INVESTORS, QUADRANGLE INVESTORS OTHER INVESTORS, AND FOUNDERS NAMED HEREIN DATED AS OF MARCH 8, 2013Registration Rights and Coordination Agreement • March 11th, 2013 • West Corp • Services-business services, nec • Delaware
In connection with the consummation by the Company of an Initial Public Offering of the Company, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend and restate in its entirety the Original Agreement as follows:
Re: Management Agreement – Subsequent FeeWest Corp • March 11th, 2013 • Services-business services, nec
Reference is made to that certain management agreement (the “Agreement”) entered into as of October 24, 2006 by and among (i) Omaha Acquisition Corp., (ii) West Corporation (the “Company”), (iii) Quadrangle Advisors II LLC (“Quadrangle”) and (iv) THL Managers VI, LLC (“THL” and, together with Quadrangle, the “Managers”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
West Corporation Amended and Restated Stockholder Agreement among West Corporation, THL Investors, Quadrangle Investors Other Investors and Founders named herein Dated as of March 8, 2013Stockholder Agreement • March 11th, 2013 • West Corp • Services-business services, nec • Delaware
In connection with the consummation by the Company of an Initial Public Offering of the Company, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend and restate in its entirety the Original Agreement as follows:
