THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 21, 2010Limited Liability Company Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DynaVox Systems Holdings LLC (the “Company”), dated and effective as of April 21, 2010 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Members (as defined below).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of April 21, 2010, is hereby entered into by and among DynaVox Inc., a Delaware corporation (the “Corporation”), DynaVox Systems Holdings LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2013 • DynaVox Inc. • Services-computer integrated systems design • Pennsylvania
EMPLOYMENT AGREEMENT (the “Agreement”) dated July 17, 2013 by and between DynaVox Systems LLC (the “Company”) and Raymond Merk (the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of April 21, 2010, among DynaVox Inc., a Delaware corporation, and the holders of Holdings Units (as defined herein) from time to time party hereto.
REGISTRATION RIGHTS AGREEMENT OFRegistration Rights Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (including Appendix A hereto, as such Appendix A may be amended from time to time pursuant to the provisions hereof, this “Agreement”), is made and entered into as of April 21, 2010, by and among DynaVox Inc., a Delaware corporation (the “Company”), and the Covered Persons (defined below) from time to time party hereto.
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF , 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETOSecurityholders 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”).
DYNAVOX INC. NON-QUALIFIED STOCK OPTION AGREEMENTTerm Incentive Plan • June 18th, 2012 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 9th, 2011 • DynaVox Inc. • Services-computer integrated systems design • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 21, 2010 by and among DYNAVOX SYSTEMS LLC, a Delaware limited liability company (“Borrower”), DYNAVOX INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), DynaVox Services Inc., a Delaware corporation (“Services”), Blink-Twice LLC, a Delaware limited liability company (“Blink-Twice”), Mayer-Johnson LLC, a Delaware limited liability company (“Mayer-Johnson”), DynaVox International Holdings Inc., a Delaware corporation (“International”), EYE RESPONSE TECHNOLOGIES, INC., a Virginia corporation (“ERT”; Borrower, Holdings, Services, Blink-Twice, Mayer-Johnson, International and ERT are collectively referred to herein as the “Credit Parties” and each individually as a “Credit Party”), GE BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, “GE BFS”), as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the several financial ins
June 29, 2012 Mr. Edward L. Donnelly, Jr. Oak Brook, IL 60523 Re: Separation Agreement Dear Ed:Letter Agreement • July 6th, 2012 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This letter agreement (the “Letter Agreement”) confirms our agreement regarding the termination of your employment with DynaVox Systems LLC (“DynaVox” and together with its subsidiaries and affiliates, the “DynaVox Group”).
MANAGEMENT AGREEMENTManagement Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
This Agreement is made as of this 13th day of May, 2004, among DynaVox Systems Holdings LLC, a Delaware limited liability company (“Parent”), DynaVox Systems LLC, a Delaware limited liability company (the “Company”), Vestar Capital Partners, a New York general partnership (“Vestar”), and Park Avenue Equity Management, LLC, a Delaware limited liability company (such limited liability company or assignee thereof designated in accordance with Section 8(e) hereof is referred to herein as “PAEM”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 8th, 2011 • DynaVox Inc. • Services-computer integrated systems design
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A Common Stock of DynaVox Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 5, 2010 by and among DYNAVOX SYSTEMS LLC, a Delaware limited liability company (“Borrower”), DYNAVOX SYSTEMS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DynaVox Services Inc., a Delaware corporation (“Services”), Blink-Twice LLC, a Delaware limited liability company (“Blink-Twice”), Mayer-Johnson LLC, a Delaware limited liability company (“Mayer-Johnson”), DynaVox International Holdings Inc., a Delaware corporation (“International”), EYE RESPONSE TECHNOLOGIES, INC., a Virginia corporation (“ERT”; Borrower, Holdings, Services, Blink-Twice, Mayer-Johnson, International and ERT are collectively referred to herein as the “Credit Parties” and each individually as a “Credit Party”), GE BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, “GE BFS”), as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the several financial
From: Edward L. Donnelly, CEO Date: July 13, 2009 Re: Severance Pay and Release AgreementDynaVox Inc. • February 16th, 2010 • Services-computer integrated systems design
The purpose of this memorandum is to clearly identify the terms under which your employment with DynaVox Systems LLC is being concluded as of July 13, 2009 (hereinafter the “Effective Date”).
Ÿ ] Shares DynaVox Inc. Class A Common Stock PURCHASE AGREEMENTPurchase Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
DynaVox Inc., a Delaware corporation (the “Company”), proposes to issue and to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ Ÿ ] shares (the “Firm Shares”) of Class A Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to [ Ÿ ] additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
DYNAVOX INC. FORM OF RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • October 4th, 2012 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of the date set forth on the signature page hereto (the “Date of Grant”) between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 8th, 2012 • DynaVox Inc. • Services-computer integrated systems design • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of December 14, 2011 by and among DYNAVOX SYSTEMS LLC, a Delaware limited liability company (“Borrower”), DYNAVOX INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), DynaVox Services Inc., a Delaware corporation (“Services”), Blink-Twice LLC, a Delaware limited liability company (“Blink-Twice”), Mayer-Johnson LLC, a Delaware limited liability company (“Mayer-Johnson”), DynaVox International Holdings Inc., a Delaware corporation (“International”), EYE RESPONSE TECHNOLOGIES, INC., a Virginia corporation (“ERT”; Borrower, Holdings, Services, Blink-Twice, Mayer-Johnson, International and ERT are collectively referred to herein as the “Credit Parties” and each individually as a “Credit Party”), GE BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, “GE BFS”), as agent (in such capacity, together with its successors and assigns in such capacity, “Agent”) for the several financial instit
AMENDMENT NO. 1 TO EXCHANGE AGREEMENTExchange Agreement • May 2nd, 2011 • DynaVox Inc. • Services-computer integrated systems design • Delaware
AMENDMENT NO. 1 TO EXCHANGE AGREEMENT, dated as of April 26, 2011 (this “Amendment”), among DynaVox Inc., a Delaware corporation, and the Holdings Unitholders party hereto.
DynaVox Systems Holdings LLCDynaVox Inc. • March 19th, 2010 • Services-computer integrated systems design • New York
DynaVox Systems Holdings LLC, a Delaware limited liability company (“DynaVox”), hereby acknowledges and agrees that it has engaged Vestar Capital Partners IV, L.P. (“Vestar”) and Park Avenue Equity Management, LLC (“Park Avenue”) to provide it with transaction advisory services in respect of the initial public offering of the Class A common stock of DynaVox Inc. (the “IPO”), including structuring and advising DynaVox with respect to the IPO (the “IPO Transaction Advisory Services”).
TERMINATION AGREEMENTTermination Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
This TERMINATION AGREEMENT, dated as of March 15, 2010 (this “Agreement”) is by and among DynaVox Systems Holdings LLC, a Delaware limited liability company (the “Parent”), DynaVox Systems LLC, a Delaware limited liability company (the “Company”), Vestar Capital Partners, a New York general partnership (“Vestar”), and Park Avenue Equity Management, LLC, a Delaware limited liability company (“PAEM”).
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF APRIL 21, 2010 Among DYNAVOX INC., DYNAVOX SYSTEMS HOLDINGS LLC AND THE SECURITYHOLDERS PARTY HERETOSecurityholders Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT, dated as of April 21, 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”).
DYNAVOX INC. 2010 LONG-TERM INCENTIVE PLAN FORM OF RESTRICTED STOCK AGREEMENT (IPO Pricing Date Award Agreement for Non-Employee Directors)Restricted Stock Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”). Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 4, 2010 by and among DYNAVOX SYSTEMS LLC, a Delaware limited liability company (“Borrower”), DYNAVOX SYSTEMS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), DynaVox Services Inc., a Delaware corporation (“Services”), Blink-Twice LLC, a Delaware limited liability company (“Blink-Twice”), Mayer-Johnson LLC, a Delaware limited liability company (“Mayer-Johnson”), DynaVox International Holdings Inc., a Delaware corporation (“International”), EYE RESPONSE TECHNOLOGIES, INC., a Virginia corporation (“ERT”; Borrower, Holdings, Services, Blink-Twice, Mayer-Johnson, International and ERT are collectively referred to herein as the “Credit Parties” and each individually as a “Credit Party”), GE BUSINESS FINANCIAL SERVICES INC. (in its individual capacity, “GE BFS”), as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the several financial i
DYNAVOX INC. 2010 LONG-TERM INCENTIVE PLAN FORM OF NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 27th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between DynaVox Inc. (the “Company”) and the individual named on the signature page hereto (the “Participant”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 23, 2008 AMONG DYNAVOX SYSTEMS LLC, GE BUSINESS FINANCIAL SERVICES INC. (formerly known as Merrill Lynch Business Financial Services Inc.), as Agent and as a Lender BMO Capital Markets...Credit Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 23, 2008, is by and among DYNAVOX SYSTEMS LLC, a Delaware limited liability company (“Borrower”), the “Lenders” (as defined below), and GE BUSINESS FINANCIAL SERVICES INC., a Delaware corporation formerly known as Merrill Lynch Business Financial Services Inc. (“GE BFS”), as agent for the Lenders and the L/C Issuers (in such capacity, and together with its successors and permitted assigns in such capacity, the “Agent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 22, 2008Limited Liability Company Agreement • April 8th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of DynaVox Systems Holdings LLC, dated and effective as of January 22, 2008 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among, Vestar Capital Partners IV, L.P., a Delaware limited partnership (“VCP IV”), VCD Investors LLC, a Delaware limited liability company (“VCD” and, together with VCP IV, the “Vestar Member”), DynaVox Investors LLC, a Delaware limited liability company (“DynaVox Investors Member”), Park Avenue Equity Partners, L.P., a Delaware limited partnership (the “Park Avenue Member”), the institutions listed on the signature pages hereto (collectively, the “Institutional Members”), and the other individuals or institutions listed as members in the books and records of the Company, and each other Person who becomes a Member in accordance with the terms of this Agreement. Any reference in this Agreement to the Vestar Member, the Park Avenue Member or the
