SYNIVERSE HOLDINGS, INC. and AMERICAN STOCK TRANSFER AND TRUST COMPANY, LLC RIGHTS AGREEMENT Dated as of November 16, 2008Rights Agreement • November 17th, 2008 • Syniverse Holdings Inc • Communications services, nec • Delaware
This Rights Agreement, dated as of November 16, 2008 (the “Agreement”), between Syniverse Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability company (the “Rights Agent”),
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:
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2018 • Syniverse Holdings Inc • Communications services, nec • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of April 3, 2018, effective as of April 1, 2018 (the “Effective Date”), among Syniverse Corporation, a Delaware corporation (“Syniverse”, and together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Robert Reich (“Executive”).
EXECUTION COPYCredit Agreement • August 14th, 2013 • Syniverse Holdings Inc • Communications services, nec • New York
FIRST AMENDMENT, dated as of May 28, 2013 (this “Amendment”), to the Credit Agreement (as defined below), is entered into among SYNIVERSE MAGELLAN FINANCE, LLC, a Delaware limited liability company (the “Initial Borrower”), each of the Initial Lenders and the Administrative Agent (as defined below) and amends the Credit Agreement, dated as of February 4, 2013, among the Initial Borrower, BARCLAYS BANK PLC, as administrative agent (in such capacity, the “Administrative Agent”), the several banks and other financial institutions from time to time party thereto (the “Lenders”), and the other agents party thereto (as amended by this Amendment and as further amended, restated, modified and supplemented from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2007 • Syniverse Holdings Inc • Communications services, nec • Florida
THIS AGREEMENT (the “Agreement”) is made as of May 24, 2007, among Syniverse Technologies, Inc., a Delaware corporation (the “Company”), Syniverse Holdings, Inc., a Delaware corporation (“Parent”), and David W. Hitchcock (“Executive”).
CREDIT AGREEMENT Dated as of April 23, 2012 among SYNIVERSE HOLDINGS, INC., as the Borrower, BUCCANEER HOLDINGS, INC., as Holdings, BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto....Assignment and Assumption • April 26th, 2012 • Syniverse Holdings Inc • Communications services, nec • New York
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of April 23, 2012 (as may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time in accordance with its terms, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Buccaneer Holdings, Inc., a Delaware corporation, the Lender and other lenders from time to time party thereto and BARCLAYS BANK PLC, as Administrative Agent, Swing Line Lender, and an L/C Issuer.
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”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2014 • Syniverse Holdings Inc • Communications services, nec • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 5, 2014, effective as of May 1, 2014 (the “Effective Date”), among Syniverse Corporation, a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and Jeffrey Gordon (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2016 • Syniverse Holdings Inc • Communications services, nec • Florida
This Amendment (this “Amendment”) to that certain Amended and Restated Employment Agreement (the “Agreement”) by and between Syniverse Corporation, a Delaware corporation (together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the “Company”) and David W. Hitchcock (“Executive”) with an Effective Date of May 1, 2014 (the “Employment Agreement”) is entered into this 22nd day of May, 2015. Unless otherwise specified herein, all capitalized terms used herein shall have the same meaning given to them in the Employment Agreement.
ContractRestricted Stock Unit Award Agreement • August 11th, 2016 • Syniverse Holdings Inc • Communications services, nec • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into as of this ___ day of _____, 2016 (the “Grant Date”) by and between Syniverse Corporation (the “Company”) and [recipient name] (the “Recipient”).
WP ROAMING S.À R.L. AND SYNIVERSE HOLDINGS, INC. AGREEMENT for the sale and purchase of all shares in and preferred equity certificates (whether convertible or not) issued by WP Roaming III S.à r.l.Agreement • August 8th, 2012 • Syniverse Holdings Inc • Communications services, nec
Syniverse Corporation Tampa, FL 33647 August 26, 2014Letter Agreement • November 12th, 2014 • Syniverse Holdings Inc • Communications services, nec • Florida
This Letter Agreement (the “Agreement”) sets forth the understanding by and between you and Syniverse Corporation, a Delaware corporation (the “Company”), regarding the termination of your employment with the Company and its affiliates.
SUBSIDIARY GUARANTY Dated as of April 23, 2012 From THE GUARANTORS NAMED HEREIN and THE ADDITIONAL GUARANTORS REFERRED TO HEREIN as Guarantors in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINSubsidiary Guaranty • April 26th, 2012 • Syniverse Holdings Inc • Communications services, nec • New York
SUBSIDIARY GUARANTY dated as of April 23, 2012 (this “Guaranty”) made by the Persons listed on the signature pages hereof and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 30th, 2010 • Syniverse Holdings Inc • Communications services, nec
This Amendment to the Rights Agreement dated as of July 30, 2010 (this “Amendment”), is entered into by and between Syniverse Holdings, Inc., a Delaware corporation (the “Company”), and American Stock Transfer and Trust Company, LLC, a New York limited liability company (the “Rights Agent”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • January 10th, 2006 • Syniverse Holdings Inc • Communications services, nec
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of January 9, 2006 by and among Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Technologies, Inc., a Delaware corporation (“Employer”), and G. Edward Evans (“Executive”). Reference is made to that certain Amended and Restated Senior Management Agreement (the “Agreement”) made and entered into as of February 9, 2005 by and among Syniverse Holdings, LLC, the Company, Employer and Executive. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • August 7th, 2009 • Syniverse Holdings Inc • Communications services, nec • Delaware
Syniverse Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Company’s Amended and Restated 2006 Long-Term Equity Incentive Plan (the “Plan”), the Company has granted to you shares of the Company’s Common Stock, par value $0.001 per share, as set forth below (the “Restricted Shares”), subject to the terms and conditions set forth in this Agreement (the “Agreement”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Plan.
TERMINATION AGREEMENT OF AN EMPLOYMENT CONTRACT BY MUTUAL AGREEMENT AND SETTLEMENT AGREEMENTTermination Agreement • March 11th, 2015 • Syniverse Holdings Inc • Communications services, nec • Luxembourg
Whereas the Employee was hired by the Employer (formerly MACH Sàrl) in November 8, 2006 and has lastly worked as “Chief Sales Officer” according to a written employment contract (the “Contract”) which has started on July 1, 2013.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2015 • Syniverse Holdings Inc • Communications services, nec • Florida
This Amendment (this "Amendment ") to that certain Employment Agreement by and between Syniverse Corporation, a Delaware corporation ("Syniverse" and, together with any Subsidiaries and Affiliates as may employ Executive from time to time, and any successor(s) thereto, the "Company") and Robert Reich ("Executive") dated March 19, 2015 (the "Employment Agreement") is entered into this 20th day of May, 2015 (the "Effective Date of this Amendment"). Unless otherwise specified herein, all capitalized terms used herein shall have the same meaning given to them in the Employment Agreement.
SEPARATION AGREEMENTSeparation Agreement • May 10th, 2016 • Syniverse Holdings Inc • Communications services, nec • Florida
This SEPARATION AGREEMENT (the “Agreement”) is entered into as of May 9, 2016, by and among David W. Hitchcock (“Employee”), Syniverse Technologies, LLC, a Delaware limited liability company (the “Employer”) and Syniverse Corporation, a Delaware corporation (the “Company”). Employee, the Employer, and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
FOURTH AMENDMENTAssignment and Assumption • April 11th, 2017 • Syniverse Holdings Inc • Communications services, nec • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of April 10, 2017 (this “Fourth Amendment”), among Syniverse Holdings, Inc. (the “Borrower”), Buccaneer Holdings, LLC (“Holdings”), Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), the Extending Lenders (as defined below), each L/C Issuer (under and as defined in the Credit Agreement, as in effect immediately before and immediately after the Fourth Amendment Effective Time (as defined below)) and the Swing Line Lender (under and as defined in the Credit Agreement, as in effect immediately before and immediately after the Fourth Amendment Effective Time). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below, as amended by this Fourth Amendment.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • January 9th, 2017 • Syniverse Holdings Inc • Communications services, nec • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of June 12, 2014 (this “Supplemental Indenture”), is by and among Syniverse Holdings, Inc., a Delaware corporation (as successor to Buccaneer Merger Sub, Inc.) (the “Issuer”), the party identified as a New Subsidiary Guarantor on the signature pages hereto (the “New Subsidiary Guarantor”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB), as trustee (the “Trustee”).
SEPARATION AGREEMENTSeparation Agreement • August 9th, 2017 • Syniverse Holdings Inc • Communications services, nec • California
This SEPARATION AGREEMENT (the “Agreement”) is entered into as of May ___, 2017, by and among David Ratner (“Employee”), Syniverse Technologies, LLC, a Delaware limited liability company (the “Employer”) and Syniverse Corporation, a Delaware corporation (the “Company”). Employee, the Employer, and the Company are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
SYNIVERSE CORPORATION STOCK OPTION AGREEMENT2011 Equity Incentive Plan • August 12th, 2015 • Syniverse Holdings Inc • Communications services, nec
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan of Buccaneer Holdings, Inc. as assigned to Syniverse Corporation (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively, the “Agreement”).
HOLDINGS GUARANTY Dated as of April 23, 2012 From BUCCANEER HOLDINGS, INC. as Guarantor in favor of THE SECURED PARTIES REFERRED TO IN THE CREDIT AGREEMENT REFERRED TO HEREINHoldings Guaranty • January 9th, 2017 • Syniverse Holdings Inc • Communications services, nec • New York
HOLDINGS GUARANTY dated as of April 23, 2012 (this “Guaranty”) made by BUCCANEER HOLDINGS, INC., a Delaware corporation (the “Guarantor”), in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 25th, 2014 • Syniverse Holdings Inc • Communications services, nec • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of this day of (the “Grant Date”) by and between Buccaneer Holdings, Inc. (the “Company”) and (the “Recipient”).
INCREMENTAL COMMITMENT AMENDMENTSyniverse Holdings Inc • August 14th, 2013 • Communications services, nec • New York
INCREMENTAL COMMITMENT AMENDMENT, dated as of June 28, 2013 (this “Incremental Commitment Amendment”), to the Credit Agreement referred to below among Syniverse Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Borrower”), Buccaneer Holdings, Inc. (“Holdings”), the Guarantors, the Tranche B Term Lenders (as defined in Section 2(b)(i) hereof) that constitute Additional Lenders and the Administrative Agent (as defined below).
NON-EMPLOYEE DIRECTOR NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • August 7th, 2009 • Syniverse Holdings Inc • Communications services, nec • Delaware
Syniverse Holdings, Inc. (the “Company”) is pleased to advise you that, pursuant to the Syniverse Holdings, Inc. Amended and Restated 2006 Long-Term Equity Incentive Plan (the “Plan”), the Committee has granted to you the following option (the “Option”) to acquire shares of Common Stock, subject to the terms and conditions set forth in this Agreement (the “Agreement”):
AMENDMENT AGREEMENTAgreement • August 14th, 2013 • Syniverse Holdings Inc • Communications services, nec
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT AND DISSOLUTION AGREEMENTLimited Liability Company 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”).
THIRD AMENDMENTCredit Agreement • March 9th, 2015 • Syniverse Holdings Inc • Communications services, nec • New York
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 6, 2015 (this “Third Amendment”), among Syniverse Holdings, Inc. (the “Borrower”), certain affiliates of the Borrower signatory hereto and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), acting with the written consent of the Required Revolving Lenders. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Third Amendment).
INTERCREDITOR AGREEMENT by and between BARCLAYS BANK PLC as April 2012 First Lien Agent and BARCLAYS BANK PLC as March 2018 Second Lien Agent Dated as of March 9, 2018Intercreditor Agreement • March 13th, 2018 • Syniverse Holdings Inc • Communications services, nec • New York
This INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of March 9, 2018, by and between BARCLAYS BANK PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the “April 2012 First Lien Agent”) for the April 2012 First Lien Lenders referred to below party from time to time to the April 2012 First Lien Credit Agreement referred to below, and BARCLAYS BANK PLC, in its capacity as administrative agent (together with its successors and assigns in such capacity, and as further defined herein, the “March 2018 Second Lien Agent”) for the March 2018 Second Lien Lenders referred to below party from time to time to the March 2018 Second Lien Credit Agreement referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • January 9th, 2017 • Syniverse Holdings Inc • Communications services, nec • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of July 29, 2013 (this “Supplemental Indenture”), is by and among Syniverse Holdings, Inc., a Delaware corporation (as successor to Buccaneer Merger Sub, Inc.) (the “Issuer”), each of the parties identified as a New Subsidiary Guarantor on the signature pages hereto (each, a “New Subsidiary Guarantor” and collectively, the “New Subsidiary Guarantors”) and Wilmington Trust, National Association (as successor by merger to Wilmington Trust, FSB), as trustee (the “Trustee”).
GRANT NOTICE2011 Equity Incentive • May 12th, 2015 • Syniverse Holdings Inc • Communications services, nec
Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan of Buccaneer Holdings, Inc. as assigned to Syniverse Corporation (the "Plan") shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the "Grant Notice") and Appendix A attached hereto (collectively, the "Agreement").
AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • March 25th, 2005 • Syniverse Holdings Inc • Communications services, nec
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of March 21, 2005 by and among Syniverse Holdings, Inc., a Delaware corporation (the “Company”), Syniverse Technologies, Inc., a Delaware corporation (“Employer”), G. Edward Evans (“Executive”), GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital Partners”) and GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”, and together with GTCR Fund VII, GTCR Fund VII/A and GTCR Capital Partners, the “Investors”). Reference is made to that certain Amended and Restated Senior Management Agreement (the “Agreement”) made and entered into as of February 19, 2005 by and among the Company, Employer, Executive and the Investors. Capitalized terms used but not defined herein shall have the meanings assign
