UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 26th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of April 1, 2005, by and among Solera Holdings, LLC, a Delaware limited liability company (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”). Each of Fund VIII, Fund VIII/B and GTCR Co-Invest, together with any investment fund managed by GTCR Golder Rauner, L.L.C., a Delaware limited liability company (“GTCR I”), or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR II”), that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement shall be referred to herein as an “Investor” and, collectively as the “Investors.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
AMENDED AND RESTATED UNIT PURCHASE AGREEMENTAmended and Restated Unit Purchase Agreement • March 26th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS AMENDED AND RESTATED UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of April 13, 2006, by and among Solera Holdings, LLC, a Delaware limited liability company (the “Company”), GTCR Fund VIII, L.P., a Delaware limited partnership (“Fund VIII”), GTCR Fund VIII/B, L.P., a Delaware limited partnership (“Fund VIII/B”), and GTCR Co-Invest II, L.P., a Delaware limited partnership (“GTCR Co-Invest”). Each of Fund VIII, Fund VIII/B and GTCR Co-Invest, together with any investment fund managed by GTCR Golder Rauner, L.L.C., a Delaware limited liability company (“GTCR I”), or GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“GTCR II”), that at any time executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement shall be referred to herein as an “Investor” and, collectively, as the “Investors”. Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 1, 2005Limited Liability Company Agreement • March 26th, 2007 • Solera Holdings LLC • Services-computer programming, data processing, etc. • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of April 1, 2005, is entered into by and among Solera Holdings, LLC (the “LLC”) and the Unitholders.
