ContractRecapitalization Agreement Execution Version Recapitalization Agreement • May 5th, 2020 • Delaware
EX-10.1 2 slhexhibit101recapitalizat.htm RECAPITALIZATION AGREEMENT EXECUTION VERSION RECAPITALIZATION AGREEMENT by and among CLAIMS SERVICES GROUP, INC., WCAS SRS CO-INVESTMENT, L.P., WCAS SRS HOLDINGS, INC., SERVICE REPAIR SOLUTIONS, INC., WELSH, CARSON, ANDERSON & STOWE XI, L.P. and, solely for the purposes of Section 7.14, SOLERA HOLDINGS, INC. MADE AND ENTERED INTO AS OF OCTOBER 3, 2013 K&E NY: 29592290.2 TABLE OF CONTENTS Page ARTICLE I THE CLOSING AND VARIOUS DELIVERIES 2 1.1 Closing 2 1.2 Closing Transactions 3 1.3 Various Deliveries 3 1.4 The Newco Exchange 5 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES 5 2.1 Organization of the Seller Parties 5 2.2 Capital Structure of the Company 6 2.3 Subsidiaries 7 2.4 Authority 8 2.5 No Conflict 8 2.6 Governmental Consents 9 2.7 No Changes 9 2.8 Brokers’ Fees 9 2.9 Transactions with Affiliates 9 2.10 No Newco Operations 10 2.11 Exclusivity of Representations 10 ARTICLE III REPRESENTATION AND WARRANTIES OF SOLERA 10 3.1
