THIRD AMENDMENT TO CREDIT AGREEMENTSecond Lien Credit Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • New York
This SECOND LIEN CREDIT AGREEMENT (this “Agreement”), dated as of June 4, 2021, is made among Polaris Newco, LLC, a Delaware limited liability company (the “Initial Borrower”), Solera, LLC, a Delaware limited liability company (“Solera”), Omnitracs, LLC, a Delaware limited liability company (“Omnitracs”), and DealerSocket, LLC, a Delaware limited liability company (“DealerSocket” and, together with Solera, Omnitracs, the Initial Borrower and any Additional Borrowers joined as a Borrower after the Closing Date, “Borrowers”), Polaris Parent, LLC, Delaware limited liability company (“Holdings”), as a Guarantor, each of the other Borrowers and Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party hereto, the Lenders from time to time party hereto, and ALTER DOMUS (US) LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such cap
MASTER SERVICES AGREEMENTMaster Services Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Texas
This Master Services Agreement (this “Agreement”) is made and effective as of June 17, 2019 (the “Effective Date”) by and between Vista Consulting Group, LLC, a Delaware limited liability company (“VCG”), and Solera Holdings, Inc., a Delaware corporation (“Service Recipient”). Each of VCG and Service Recipient may be referred to herein as a “Party” or the “Parties”.
June 14, 2021Solera Corp. • June 28th, 2024 • Services-computer programming, data processing, etc.
We are very excited about the opportunity to offer you an employment position with Solera Holdings, Inc. (“Solera” or the “Company”) on the terms set forth in this agreement (this “Employment Agreement”) and to work with you to capitalize on the many attractive opportunities for growth and value creation we see in the business. Subject to your acceptance of the terms of this Employment Agreement, your start date will be June 17, 2021 or such other date mutually agreed by you and the Company in writing (the “Start Date”).
INCREASE JOINDER AND AMENDMENT NO. 2Solera Corp. • June 28th, 2024 • Services-computer programming, data processing, etc. • New York
This Increase Joinder and Amendment No. 2 (this “Amendment”), dated as of March 1, 2022, is made by and among Polaris Newco, LLC, a Delaware limited liability company (the “Initial Borrower”), Solera, LLC, a Delaware limited liability company (“Solera”), Omnitracs, LLC, a Delaware limited liability company (“Omnitracs”) and DealerSocket, LLC, a Delaware limited liability company (“DealerSocket”, and together with the Initial Borrower, Solera and Omnitracs, the “Borrowers”), each of the other Credit Parties party hereto, each of the financial institutions party hereto as lenders with respect to the 2022 Incremental Term Loans (as defined below) (in such capacity, the “2022 Incremental Term Loan Lenders”), each other Consenting Lender (as defined below) party hereto and acknowledged by Goldman Sachs Lending Partners LLC, as administrative agent (“Administrative Agent”) for the Lenders.
FIRST AMENDMENT TO SECONDMENT AGREEMENTSecondment Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Texas
This First Amendment to Secondment Agreement (this “Amendment”) is dated April 30, 2020 (“Effective Date”), by and between Vista Equity Partners Management, LLC (“Vista”) and Solera Holdings Inc. (“Solera” or the “Company”). Vista and Solera are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
John R. SucheckiSolera Corp. • June 28th, 2024 • Services-computer programming, data processing, etc.
We are very excited about the opportunity to offer you a position with Solera on the terms set forth in this agreement (this “Employment Agreement”) and to work with you to capitalize on the many attractive opportunities for growth and value creation we see in the business. Subject to your acceptance of the terms of this Employment Agreement, your start date will be June 23, 2020, or such other date mutually agreed by you and the Company (the “Start Date”).
AGREEMENT AND PLAN OF MERGER by and among SOLERA GLOBAL HOLDING CORP., OUSLAND HOLDINGS, INC., OMNITRACS TOPCO, LLC and CERTAIN OTHER PARTIES HERETO DATED AS OF JUNE 4, 2021Agreement and Plan of Merger • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Delaware
This Agreement and Plan of Merger (as may be further amended, restated or amended and restated from time to time, this “Agreement”) is made and entered into as of June 4, 2021, by and among (i) Solera Global Holding Corp., a Delaware corporation (“Buyer” or “Solera”), (ii) Ousland Holdings, Inc., a Delaware corporation (“DealerSocket”), (iii) VEPF IV AIV VI Corp., a Delaware corporation (“Omnitracs 1 Blocker”), (iv) VEPF IV AIV VI Corp., a Cayman Islands company (“Omnitracs 2 Blocker”), (v) VEPF IV Co-Invest 2-A Corp., a Cayman Islands company (“Omnitracs 3 Blocker”), (vi) VEPF IV Co-Invest 2-A Corp., a Delaware corporation (“Omnitracs 4 Blocker” and together with Omnitracs 1 Blocker, Omnitracs 2 Blocker, and Omnitracs 3 Blocker the “Omnitracs Blockers”), (vii) Omnitracs Topco, LLC, a Delaware limited liability company (“Omnitracs” and with DealerSocket, each a “Company” and collectively, the “Companies”), (viii) Polaris Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), (ix) Polari
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 11, 2022, is made by and among Polaris Newco, LLC, a Delaware limited liability company (the “Initial Borrower”), Solera, LLC, a Delaware limited liability company (“Solera”), Omnitracs, LLC, a Delaware limited liability company (“Omnitracs”) and DealerSocket, LLC, a Delaware limited liability company (“DealerSocket”, and together with the Initial Borrower, Solera and Omnitracs, the “Borrowers”), each of the other Credit Parties party hereto, each Consenting Lender (as defined below) party hereto and acknowledged by Alter Domus (US) LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 5, 2021, is made by and among Polaris Newco, LLC, a Delaware limited liability company (the “Initial Borrower”) Solera, LLC, a Delaware limited liability company (“Solera”), Omnitracs, LLC, a Delaware limited liability company (“Omnitracs”) and DealerSocket, LLC, a Delaware limited liability company (“DealerSocket”, and together with the Initial Borrower, Solera and Omnitracs, the “Borrowers”) and Alter Domus (US) LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
THIRD AMENDED AND RESTATED INTERCOMPANY NOTEIntercompany Note • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • New York
Solera Global Holding, LLC, a Delaware limited liability company (f/k/a Solera Global Holding Corp. and herein referred to as “Borrower”), enters into this Third Amended and Restated Intercompany Note (this “Note”) and hereby promises to pay to the order of VEPF V Polaris Aggregator, L.P., a Delaware limited partnership (the “Lender”), the principal amount of NINETY FOUR MILLION, SEVEN HUNDRED AND EIGHTY NINE THOUSAND AND FIVE HUNDRED AND TWELVE AND 22/100 DOLLARS ($94,789,512.22), together with interest thereon calculated in accordance with the provisions herein on the following terms:
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 5, 2021, is made by and among Polaris Newco, LLC, a Delaware limited liability company (the “Initial Borrower”) Solera, LLC, a Delaware limited liability company (“Solera”), Omnitracs, LLC, a Delaware limited liability company (“Omnitracs”) and DealerSocket, LLC, a Delaware limited liability company (“DealerSocket”, and together with the Initial Borrower, Solera and Omnitracs, the “Borrowers”) and Goldman Sachs Lending Partners LLC, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2024 between Solera Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 12 hereof.
Secondment AgreementSecondment Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Texas
This Secondment Agreement (this “Agreement”) between Vista Equity Partners Management, LLC (“Vista”) and Solera Holdings Inc. (“Solera” or the “Company”) sets forth the conditions upon which Vista Operating Principal Darko Dejanovic (“Dejanovic” or the “Employee”) will serve as interim Chief Executive Officer (“Interim CEO”) of Solera. Vista and Solera are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
STOCK OPTION AGREEMENTStock Option Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of June 27, 2018 (the “Grant Date”), between Solera Global Holding Corp., a Delaware corporation (the “Company”), and [FIRST NAME] [LAST NAME] (“Optionholder”).
STOCK OPTION AGREEMENTStock Option Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc. • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of [x], 2020 (the “Grant Date”), between Solera Global Holding Corp., a Delaware corporation (the “Company”), and [x] (“Optionholder”).
SECOND AMENDMENT TO SECONDMENT AGREEMENTSecondment Agreement • June 28th, 2024 • Solera Corp. • Services-computer programming, data processing, etc.
This Second Amendment (the “Second Amendment”) amends the Secondment Agreement dated as of May 26, 2022 and all amendments thereto (the “Secondment Agreement”) by and between Vista Equity Partners Management, LLC (“Vista”) and Solera Holdings Inc. (“Solera”). Vista and Solera are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Secondment Amendment.
