THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 2010Limited Liability Company Agreement • March 19th, 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 , 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 • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 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).
EXCHANGE AGREEMENTExchange Agreement • March 19th, 2010 • DynaVox Inc. • Services-computer integrated systems design • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of , 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 • March 19th, 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 , 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 • March 19th, 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”).
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”).
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
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 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”).
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
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”).
