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Securityholders’ Agreement Sample Contracts

EXECUTION THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • June 26th, 2007 • Maxcom Telecommunications Inc • Telephone communications (no radiotelephone) • Illinois
RECITALS
Securityholders Agreement • November 12th, 2003 • Horizon Medical Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Georgia
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC AND THE OTHER PARTIES HERETO
Securityholders Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York

This Second Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCPA”), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (“VH”), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (“VE”), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (“Vestar/PGA Investors” and, together with VCP, VCPA, VH and VE, “Vestar”), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a “Co-Investor” and, collectively, the “Co-Investors”), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively,

AND
Securityholders Agreement • September 3rd, 2002 • Agrilink Foods Inc • Canned, frozen & preservd fruit, veg & food specialties • Delaware
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • March 15th, 2017 • Presidio, Inc. • Wholesale-computers & peripheral equipment & software • Delaware

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”), dated as of March 15, 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the “Company”), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the “Holders”), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the “Original Agreement”), by and among the Company and the Holders.

EX-10.7 12 d292507dex107.htm EX-10.7 FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among APOLLO GAMING HOLDINGS, L.P., AP GAMING VOTECO, LLC, PLAYAGS, INC. (f/k/a AP GAMING HOLDCO, INC.) and the other HOLDERS that are parties hereto...
Securityholders Agreement • May 5th, 2020 • Nevada

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of [●] (this “Agreement”), by and among APOLLO GAMING HOLDINGS, L.P., a Delaware limited partnership (the “Apollo Holder”), AP GAMING VOTECO, LLC, a Delaware limited liability company (“VoteCo”), and each other HOLDER that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein, and PLAYAGS, INC., a Nevada corporation, and formerly known as AP Gaming Holdco, Inc. (the “Company”), amends and restates in its entirety the Securityholders Agreement, dated as of April 28, 2014 (the “Original Agreement”), by and among the Apollo Holder, VoteCo, the Company and the other Holders thereto.

UWHARRIE CAPITAL CORP as Issuer SECURITYHOLDERS AGREEMENT Dated as of March 31, 2014 FIXED RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2024
Securityholders Agreement • May 6th, 2014 • Uwharrie Capital Corp • State commercial banks • North Carolina

THIS SECURITYHOLDERS AGREEMENT (the “Securityholders Agreement”), dated as of March 31, 2014 between Uwharrie Capital Corp, a bank holding company incorporated in North Carolina (hereinafter sometimes called the “Company”), and the Securityholders made a party hereto.

SECURITYHOLDERS AGREEMENT Dated August 5, 2004 Among NEW REFCO GROUP LTD., LLC AND THE OTHER PARTIES HERETO
Securityholders Agreement • May 27th, 2005 • Refco Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS SECURITYHOLDERS AGREEMENT (this "Agreement") is entered into as of August 5, 2004 by and among (i) New Refco Group Ltd., LLC, a Delaware limited liability company (the "Company"), (ii) Refco Group Holdings, Inc., a Delaware corporation ("RGHI"), (iii) THL Refco Acquisition Partners and certain other Affiliates of Thomas H. Lee Partners, L.P. as identified on the signature pages hereto that become a holder of Units, (each, a "THL Holder" and collectively "THL"), (iv) the Limited Partners or Affiliates of Limited Partners who are parties to this Agreement (each, a "THL Limited Partner"), (v) the executive employees of the Company who have purchased Class A Common Units and who are identified as Executive Investors on the signature pages hereto (each, an "Executive Investor" and, collectively, the "Executive Investors"), and (v) the initial parties to this Agreement who are identified as Employees on the signature pages hereto (each, an "Employee," collectively, the "Employees"). RGH

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • August 2nd, 2005 • Boise Cascade Co • Wholesale-lumber & other construction materials • Delaware

THIS SECURITYHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of October, 2004, by and among BOISE CASCADE CORPORATION, a Delaware corporation (to be renamed “OfficeMax Incorporated” on November 1, 2004, “BCC”), FOREST PRODUCTS HOLDINGS L.L.C., a Delaware limited liability company (“FPH”), and BOISE CASCADE HOLDINGS, L.L.C., a Delaware corporation (“Boise Holdings”).

EX-10.32 24 dex1032.htm AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT WITH APOLLO ENTITIES AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP. and the SECURITYHOLDERS that are parties hereto DATED AS OF January 5, 2011
Securityholders Agreement • May 5th, 2020 • Delaware

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of January 5, 2010 (this “Agreement”), by and among Domus Holdings Corp., a Delaware corporation (the “Company”), and the Securityholders that are parties hereto (each, a “Securityholder” and, collectively, the “Securityholders”).

VITAMIN SHOPPE, INC. SECURITYHOLDERS AGREEMENT
Securityholders Agreement • November 2nd, 2009 • Vitamin Shoppe, Inc. • Retail-food stores • Delaware

WHEREAS, each of the parties hereto is a party to that certain AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT OF VS PARENT, INC. (the “Amended and Restated Securityholders Agreement”) which was made as of June 12, 2006, by and among (i) VS Parent, Inc., a Delaware corporation, (“Parent”) (ii) IPC/Vitamin, LLC, a Delaware limited liability company (f/k/a BSMB/Vitamin LLC) (“IPC”), (iii) FdG Capital Partners LLC, a Delaware limited liability company, and VSI Investments LLC, a Delaware limited liability company (collectively, “FdG”), (iv) Blackstone Mezzanine Partners L.P., a Delaware limited partnership (“Blackstone Partners”), (v) Blackstone Mezzanine Holdings, L.P., a Delaware limited partnership (“Blackstone Holdings” and together with Blackstone Partners, “Blackstone”), (vi) JP Morgan Partners Global Investors, L.P., a Delaware limited partnership, JP Morgan Partners Global Investors A, L.P., a Delaware limited partnership, JP Morgan Partners Global Investors Cayman, L.P., a Cayman

THIRD AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF SEPTEMBER 9, 2016 BY AND AMONG
Securityholders Agreement • September 9th, 2016 • 21st Century Oncology Holdings, Inc. • Services-offices & clinics of doctors of medicine • Delaware

This Third Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of September 9, 2016 by and among (i) 21st Century Oncology Investments, LLC (f/k/a Radiation Therapy Investments, LLC), a Delaware limited liability company (the “Company”), (ii) 21st Century Oncology Holdings, Inc. (f/k/a Radiation Therapy Services Holding, Inc.), a Delaware corporation and a wholly-owned subsidiary of the Company (“Holdings”), (iii) Canada Pension Plan Investment Board, a Canadian federal crown corporation (“CPPIB”), (iv) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“Vestar V”), Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“Vestar V-A”), Vestar Executive V, L.P., a Cayman Islands exempted limited partnership, Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership, Vestar/Radiation Therapy Investments, LLC, a Delaware limited liability company (“Vestar/RTI”), and any investment fund aff

RECITALS
Securityholders Agreement • November 12th, 2003 • Horizon Medical Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Georgia
Exhibit 99.3 SECURITYHOLDERS AGREEMENT
Securityholders Agreement • January 29th, 2004 • Private Business Inc • Services-business services, nec • Tennessee
among
Securityholders' Agreement • July 30th, 2001 • Cbre Holding Inc • Real estate • Delaware
EX-4.16 4 dex416.htm SECURITY HOLDERS AGREEMENT [EXECUTION COPY] SECURITYHOLDERS AGREEMENT
Securityholders Agreement • May 5th, 2020 • New York

AGREEMENT dated as of January 17, 1997 among PERINI CORPORATION, a Massachusetts corporation (together with its successors, the “Company”), PB Capital Partners, L.P., a Delaware limited partnership, The Union Labor Life Insurance Company Separate Account P, The Common Fund for Non-Profit Organizations, for the account of its Equity Fund (collectively, the “Series B Shareholders”) and the holders of certain warrants to purchase shares of common stock of the Company listed on the signature pages hereof (collectively, the “Initial Warrantholders”).

SECURITYHOLDERS AGREEMENT AMONG NuCO2 PARENT INC. AND CERTAIN OF ITS STOCKHOLDERS AND OPTIONHOLDERS May 28, 2008
Securityholders Agreement • April 19th, 2010 • Nuco2 Inc /Fl • Wholesale-chemicals & allied products • Delaware

This Securityholders Agreement (the “Agreement”) is made and entered into as of May 28, 2008, by and among (a) NuCO2 Parent Inc., a Delaware corporation (together with its permitted successors, the “Company”), (b) each of the stockholders and optionholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the “Class A Securityholders,” which term shall include any Permitted Transferees thereof), and (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the “Class B Securityholders,” which term shall include any Permitted Transferees thereof). The Class A Securityholders and the Class B Securityholders are referred to herein collectively as the “Securityholders.”

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT among GOLDLEAF FINANCIAL SOLUTIONS, INC. f/k/a Private Business, Inc. and LIGHTYEAR PBI HOLDINGS, LLC dated as of June 27, 2008
Securityholders Agreement • July 3rd, 2008 • Lightyear Fund, L.P. • Services-prepackaged software • Tennessee

THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, among GOLDLEAF FINANCIAL SOLUTIONS, INC., f/k/a Private Business, Inc., a Tennessee corporation (the “Company”) and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited liability company (“Lightyear”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF , 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETO
Securityholders Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of , 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”).

SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT among GOLDLEAF FINANCIAL SOLUTIONS, INC. f/k/a Private Business, Inc. and LIGHTYEAR PBI HOLDINGS, LLC dated as of June 27, 2008
Securityholders Agreement • July 2nd, 2008 • Goldleaf Financial Solutions Inc. • Services-prepackaged software • Tennessee

THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 27, 2008, among GOLDLEAF FINANCIAL SOLUTIONS, INC., f/k/a Private Business, Inc., a Tennessee corporation (the “Company”) and LIGHTYEAR PBI HOLDINGS, LLC, a Delaware limited liability company (“Lightyear”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among REALOGY HOLDINGS CORP. and the SECURITYHOLDERS that are parties hereto DATED AS OF OCTOBER 10, 2012
Securityholders Agreement • November 1st, 2012 • Realogy Holdings Corp. • Real estate agents & managers (for others) • Delaware

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of October 10, 2012 (this “Agreement”), by and among Realogy Holdings Corp., a Delaware corporation (the “Company”), and each of the parties set forth on the signature pages (each, a “Securityholder” and, collectively, the “Securityholders”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among NORANDA ALUMINUM HOLDING CORPORATION and the other HOLDERS that are parties hereto DATED AS OF MAY 19, 2010
Securityholders Agreement • May 19th, 2010 • Noranda Aluminum Holding CORP • Primary production of aluminum • Delaware

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of May 19, 2010 (this “Agreement”), by and among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the HOLDERS that are parties hereto (the “Holders,” and together with the Company, the “Parties”), amends and restates that certain Amended and Restated Securityholders Agreement, dated as of October 23, 2007 (the “Old Agreement”), by and among the Parties.

AMENDMENT NO. 1 TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
Securityholders Agreement • November 9th, 2021 • Wengen Alberta, LP • Services-educational services

This Amendment No. 1 (this “Amendment”), dated as of October 28, 2021, is entered into by and among Wengen Alberta, Limited Partnership (the “Company”), Wengen Investments Limited, the general partner of the Company (the “General Partner”), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (“Laureate”), and each of the other parties signatory hereto (together with the Company, the General Partner and Laureate, the “Parties”). Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Amended and Restated Securityholders Agreement, dated as of February 6, 2017, by and among the Company, the General Partner, Laureate and the other parties thereto (the “Securityholders Agreement”).

EX-10.1 2 a17-3607_1ex10d1.htm EX-10.1 AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF FEBRUARY 6, 2017 AMONG WENGEN ALBERTA, LIMITED PARTNERSHIP, LAUREATE EDUCATION, INC. AND THE OTHER PARTIES HERETO Page Exhibits Exhibit A Form of Spousal...
Securityholders Agreement • May 5th, 2020 • Delaware

This Amended and Restated Securityholders Agreement (as amended from time to time, this “Agreement”) is entered into as of February 6, 2017 by and among Wengen Alberta, Limited Partnership (the “Company”), Wengen Investments Limited, the general partner of the Company (the “General Partner”), Laureate Education, Inc., a public benefit corporation organized under the laws of Delaware (“Laureate”), Douglas L. Becker (“Executive”), the other parties appearing on the signature pages hereto and each other party who, in accordance with the terms of this Agreement, hereafter executes a separate agreement to be bound by the terms hereof. The parties listed on Appendix 1, and each other holder of Securities who, in accordance with the terms of this Agreement, hereafter executes a separate agreement to be bound by the terms hereof and is added to Appendix 1, are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityholder”. The parties listed on Append

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among HORNBECK OFFSHORE SERVICES, INC. and THE OTHER PARTIES TO THIS AGREEMENT Dated as of [•], 2024
Securityholders Agreement • September 23rd, 2024 • Hornbeck Offshore Services Inc /La • Water transportation • Delaware

THIS AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this “Agreement”), dated as of [•], 2024 (the “Effective Date”), is entered into by and among Hornbeck Offshore Services, Inc., a Delaware corporation (the “Corporation”), and each of the Securityholders (as defined below).

LIMITED LIABILITY COMPANY SECURITYHOLDERS AGREEMENT Dated June 30, 2006 Among HAWKEYE INTERMEDIATE, LLC AND THE OTHER PARTIES HERETO
Securityholders Agreement • August 9th, 2006 • Hawkeye Holdings, Inc. • Industrial organic chemicals • Delaware

THIS LIMITED LIABILITY COMPANY SECURITYHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 30, 2006 by and among (i) Hawkeye Intermediate, LLC, a Delaware limited liability company (the “Company”), (ii) Hawkeye Holdings, L.L.C., an Iowa limited liability company (“HH”), (iii) THL Hawkeye Acquisition Partners, THL Hawkeye Acquisition Partners II, THL Hawkeye Acquisition Partners III, and certain other parties identified on the signature pages hereto as a “THL Holder” that is or becomes a holder of Units (each, a “THL Holder” and collectively “THL”), and (iv) the initial parties to this Agreement who are identified as Management Holders on the signature pages hereto (each, a “Management Holder,” collectively, the “Management Holders”). HH, THL, the Management Holders and each other holder of Securities that is or may become a party to this Agreement as contemplated hereby are sometimes referred to herein collectively as the “Securityholders” and individually as a “Securityhol

SECURITYHOLDERS AGREEMENT
Securityholders Agreement • August 14th, 2007 • Universal Hospital Services Inc • Services-miscellaneous equipment rental & leasing • Delaware

THIS SECURITYHOLDERS AGREEMENT (the “Agreement”) is made as of May 31, 2007, by and among (i) UHS Holdco, Inc., a Delaware corporation (the “Company”), (ii) BSMB/UHS, L.P., a Delaware limited partnership (“BSMB/UHS”) and BSMB/UHS Co-Investment Partners, L.P., a Delaware limited partnership (“BSMB Co-Investment” and, together with BSMB/UHS, “BSMB”), (iii) Gary D. Blackford and Kathy Blackford (collectively, “Blackford”) and (iv) each of the other Persons whose names appear on the Schedule of Investors attached hereto (the “Schedule of Investors”), as amended from time to time in accordance with the terms hereof (the “Other Holders”), and each Person who after the date hereof acquires Common Stock and Common Stock Equivalents and agrees to be bound by this Agreement by executing a joinder to this Agreement substantially in the form of Exhibit A hereto. Capitalized terms used herein are defined in Section 12.

SIMMONS COMPANY AMENDMENT NO. 1 TO THE SECURITYHOLDERS’ AGREEMENT
Securityholders’ Agreement • December 6th, 2006 • Simmons Co • Wood household furniture, (no upholstered) • Delaware

This Amendment No. 1 to the Securityholders’ Agreement (the “Amendment”) is entered into as of November 30th, 2006, by and among Simmons Company, a Delaware corporation (the “Company”), and each of those entities listed below (the “Investors” and each individually an “Investor”). All capitalized terms used in this Amendment shall have the respective meanings given to such terms in the Agreement (as defined below), unless otherwise defined herein.

SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT
Securityholders Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware

This SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this April 9, 2008, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended by that certain First Amendment to Michael Foods Investors, LLC Securityholders Agreement dated as of April 2, 2007 (the “Securityholders Agreement”).

Incorporated by Reference
Securityholders’ Agreement • March 30th, 2017

Exhibit No. Exhibit Description Form SEC File No. Exhibit Filed Filing Date Herewith 4.1 Form of Class A common stock certificate of CB Richard Ellis Group, Inc. S-1/A#2 333-112867 4.1 04/30/2004 4.2(a) Securityholders’ Agreement, dated as of July 20, 2001 (“Securityholders’ Agreement”), by and among, CB Richard Ellis Group, Inc., CB Richard Ellis Services, Inc., Blum Strategic Partners, L.P., Blum Strategic Partners II, L.P., Blum Strategic Partners II GmbH & Co. KG, FS Equity Partners III, L.P., FS Equity Partners International, L.P., Credit Suisse First Boston Corporation, DLJ Investment Funding, Inc., The Koll Holding Company, Frederic V. Malek, the management investors named therein and the other persons from time to time party thereto SC-13D 005-61805 3 07/30/2001 4.2(b) Amendment and Waiver to Securityholders’ Agreement, dated as of April 14, 2004, by and among, CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc. and the other parties to the Secur

SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of October 6, 2004 by and among MAGNACHIP SEMICONDUCTOR LLC, CVC CAPITAL PARTNERS ASIA PACIFIC LP, ASIA INVESTORS LLC, CVC CAPITAL PARTNERS ASIA II LIMITED, CITIGROUP VENTURE CAPITAL...
Securityholders’ Agreement • June 21st, 2005 • MagnaChip Semiconductor LTD (United Kingdom) • Delaware

THIS IS A SECOND AMENDED AND RESTATED SECURITYHOLDERS’ AGREEMENT dated as of October 6, 2004 among (i) MagnaChip Semiconductor LLC, a Delaware limited liability company (the “Company”), (ii) CVC Capital Partners Asia Pacific LP, a Cayman Islands limited partnership (“CVC Asia LP”), Asia Investors LLC, a Delaware limited liability company (“CVC Asia Investors”) and CVC Capital Partners Asia II Limited, a Jersey company (“CVC Asia II Limited” and, collectively with CVC Asia LP and CVC Asia Investors, “CVC Asia Pacific Investors”), (iii) Citigroup Venture Capital Equity Partners, L.P., a Delaware limited partnership (“CVC Equity Fund”), CVC Executive Fund LLC, a Delaware limited liability company (“CVC Executive Fund”), CVC/SSB Employee Fund, L.P., a Delaware limited partnership (“CVC Employee Fund”), the persons named on Schedule I hereto (collectively, the “CVC Co-Investors” and, collectively with CVC Equity Fund, CVC Executive Fund and CVC Employee Fund, “CVC US”), (iv) Francisco Partn