**Exhibit 10.1**

** **

**Execution Copy**

 

**SECONDAMENDED AND RESTATEDSECURITIES PURCHASE AGREEMENT**

 

**THIS SECOND AMENDED AND RESTATED SECURITIESPURCHASE AGREEMENT**(this “Agreement”) is made as of January 28, 2008, by and betweenSolera Holdings, Inc., a Delaware corporation (the “Company”), andRoxani Gillespie****(“Purchaser”).  Certain definitions are set forth in Section 8of this Agreement.

 

On April 11, 2005, pursuant to the SecuritiesPurchase Agreement, dated as of April 11, 2005, by and between SoleraHoldings, LLC, a Delaware limited liability company and predecessor to theCompany (“Solera LLC”) and Purchaser (the “Original SecuritiesPurchase Agreement”), Purchaser purchased from Solera LLC (i) 121,447of Solera LLC’s Class A Common Units (as defined below) and (ii) noneof Solera LLC’s Class B Preferred Units (as defined below).

 

On April 13, 2006, pursuant to the Amended andRestated Securities Purchase Agreement, dated as of April 13, 2006 (the “RestatedSecurities Purchase Agreement”), by and between Solera LLC and Purchaser,Purchaser purchased from Solera LLC 24,606 Class A Common Units.  All Class A Common Units and Class B****Preferred Units owned by Purchaser or acquired by Purchaserpursuant to the Original Securities Purchase Agreement or the Restated SecuritiesPurchase Agreement are referred to herein as “Units.”

 

On April 28, 2007, pursuant to a resolution ofthe board of managers of Solera LLC, a three-to-one reverse split of the Class ACommon Units of Solera LLC was effected pursuant to which the number of Class ACommon Units held by Purchaser was divided by three and any resultingfractional Unit was cancelled.

 

On May 10, 2007, pursuant to a resolution of theboard of managers of Solera LLC, Solera LLC filed a certificate of conversion(as filed, the “Certificate of Conversion”) with the Secretary of Stateof the State of Delaware, pursuant to which Solera LLC was converted from alimited liability company into a corporation and all outstanding Class ACommon Units and Class B Preferred Units of Solera LLC were converted intoshares (the “Conversion”) of the common stock, par value $0.01 per share(the “Common Stock”), of the Company as set forth in the Certificate ofConversion.

 

Immediately following the Conversion, the Investorsowned an aggregate of 41,526,756 shares of Common Stock (such number of shares,the “Initial Investor Amount”).

 

On May 15, 2007, the Company completed an initialpublic offering of shares of Common Stock.

 

As a result of the foregoing events, the Company andPurchaser desire to amend and restate the Restated Securities PurchaseAgreement in its entirety.  Certainprovisions of this Agreement are intended for the benefit of, and will beenforceable by, the Investors (as defined below).

 

NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby 

 

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acknowledged, the partiesto the Restated Securities Purchase Agreement agree that the RestatedSecurities Purchase Agreement is hereby amended and restated in its entirety asfollows and all parties hereto hereby agree as follows:

 

**PROVISIONSRELATING TO SECURITIES**

 

# 1.               Purchase and Sale of Securities.

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## (a)          Pursuant to the Original Securities PurchaseAgreement, on April 11, 2005, Purchaser purchased and the Company sold, (i) 121,447Class A Common Units and (ii) 0 Class B Preferred Units.  On such date, Solera LLC delivered toPurchaser a copy of the certificates evidencing such Units, and Purchaserdelivered to Solera, Inc., for the benefit of the Solera LLC, a cashier’sor certified check or wire transfer of immediately available funds in anaggregate amount equal to $12,144.74 as payment for such Units.

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## (b)         Pursuant to the Restated Securities PurchaseAgreement, Purchaser purchased, and Solera LLC sold, 24,606 Class A CommonUnits at a price of $0.10 per unit. Solera LLC delivered to Purchaser a copy of the certificate representingsuch Class A Common Units, and Purchaser delivered to Solera LLC a cashier’sor certified check or wire transfer of immediately available funds in anaggregate amount equal to $2,460.64 as payment for such Class A CommonUnits.  Following such purchase of Class ACommon Units, Purchaser owned the following Units: (i) 146,053 Class ACommon Units, which units are referred to herein as the “Carried CommonUnits”; (ii) 0 Class A Common Units, which units are referred toherein as the “Co-Invest Common Units”; and (iii) 0 Class BPreferred Units.  The Co-Invest CommonUnits, together with the Class B Preferred Units, shall are referred toherein as the “Co-Invest Units.”

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## (c)          On April 28, 2007, pursuant to a resolution ofthe board of managers of Solera LLC, a three-to-one reverse split of the Class ACommon Units of Solera LLC was effected pursuant to which the number of Class ACommon Units held by Purchaser was divided by three and any resultingfractional Unit was cancelled.

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## (d)         On May 10, 2007, pursuant to the Conversion, allof the outstanding units of Solera LLC, including the Units, were convertedinto shares of Common Stock.  Immediatelyfollowing such Conversion, Purchaser owned the following  Securities: (i) 48,684 shares of Common Stock, which shares shall be referredto herein as the “Carried Shares” and (ii) no shares of CommonStock, which shares shall be referred to herein as the “Co-Invest Shares.”  The Carried Shares and Co-Invest Shares shallbe referred to herein, collectively, as “Securities.”  As of May 10, the total number ofCarried Shares plus Co-Invest Shares was equal to 48,684 (such number, the “TotalShare Number”).

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## (e)          Immediately following the Conversion, the Investorsowned an aggregate number of shares of Common Stock equal to the InitialInvestor Amount.

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## (f)            Until released upon the occurrence of a Sale of theCompany as provided below, all certificates evidencing the Unvested Shares (asdefined below) shall be held by the Company for the benefit of Purchaser andthe other holder(s) of Unvested Shares. Upon the occurrence of a Sale of the Company, the Company will return allcertificates in its possession evidencing Securities to the record holdersthereof.

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## (g)         Purchaser represents and warrants to the Company thatthis Agreement constitutes the legal, valid and binding obligation ofPurchaser, enforceable in accordance with its terms, and the execution,delivery and performance of this Agreement by Purchaser does not and will notconflict with, violate or cause a breach of any agreement, contract orinstrument to which Purchaser is a party or any judgment, order or decree towhich Purchaser is subject.

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## (h)         Purchaser acknowledges and agrees that no provisioncontained in this Section 1 shall entitle Purchaser to serve as adirector of the Company or any of its Subsidiaries or affect the right of theInvestors to remove Purchaser as a director of the Company or any of itsSubsidiaries for any reason.

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## (i)             In accordance with the terms of each of the OriginalSecurities Purchase Agreement and the Restated Securities Purchase Agreement,Purchaser has executed in blank ten security transfer powers (the “SecurityPowers”) with respect to the Units acquired pursuant to such agreement andhas delivered such Security Powers to the Company.  Concurrently with the execution of this Agreement,Purchaser shall execute in blank ten Security Powers in the form of Exhibit Aattached hereto with respect to the Unvested Shares and shall deliver suchSecurity Powers to the Company.  TheSecurity Powers shall authorize the Company to assign, transfer and deliver theUnvested Shares to the appropriate acquiror thereof pursuant to Section 3below and under no other circumstances.

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## (j)             Concurrently with the execution of this Agreement, ifPurchaser is lawfully married, Purchaser’s spouse shall execute the Consent inthe form of Exhibit B attached hereto.

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## (k)          On April 13, 2005, Purchaser became a party tothe Registration Agreement in the capacity of an Other Securityholder.

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# 2.               Vesting of Carried Shares.

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## (a)          The Carried Shares shall be subject to vesting in themanner specified in this Section 2.

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## (b)         Except as otherwise provided in this Section 2,the Carried Shares shall become vested, in accordance with the followingschedule, if as of each such date Purchaser continues to serve as a director ofthe Company and/or any of its Subsidiaries:

** **
| **Date**                 | ** ** | **Cumulative   Percentage of Carried  Shares Vested** | ** ** |
|--------------------------|------------|-------------------------------------------------------|------------|
| April 11,  2006     |       | 20.00                                                 | %          |
| June 30,  2006      |       | 25.00                                                 | %          |
| September 30,  2006 |       | 30.00                                                 | %          |
| December 31,  2006  |       | 35.00                                                 | %          |
| March 31,  2007     |       | 40.00                                                 | %          |
| June 30,  2007      |       | 45.00                                                 | %          |
| September 30,  2007 |       | 50.00                                                 | %          |
| December 31,  2007  |       | 55.00                                                 | %          |

 

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| March 31,  2008     |   | 60.00  | % |
|--------------------------|--------|--------|---|
| June 30,  2008      |   | 65.00  | % |
| September 30,  2008 |   | 70.00  | % |
| December 31,  2008  |   | 75.00  | % |
| March 31,  2009     |   | 80.00  | % |
| June 30,  2009      |   | 85.00  | % |
| September 30,  2009 |   | 90.00  | % |
| December 31,  2009  |   | 95.00  | % |
| March 31,  2010     |   | 100.00 | % |

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## (c)          Upon the occurrence of a Sale of the Company, allCarried Shares which have not yet become vested shall become vested as of thedate of consummation of the Sale of the Company, if, as of such date, Purchaserhas continuously served as a director of the Company and/or a director of anyof its Subsidiaries from the date of this Agreement through and including suchdate.

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## (d)         Carried Shares that have become vested (“VestedCarried Shares”) and the Co-Invest Shares are collectively referred toherein as “Vested Shares.”  AllCarried Shares that have not vested are referred to herein as “UnvestedShares.”

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# 3.               Repurchase Option.

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## (a)          In the event of a Separation, the Unvested Shares(whether held by Purchaser or one or more of Purchaser’s transferees, otherthan the Company and the Investors) will be subject to repurchase, in each caseby the Company and the Investors pursuant to the terms and conditions set forthin this Section 3 (the “Repurchase Option”).  The Company may assign its repurchase rightsset forth in this Section 3 to any Person.

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## (b)         In the event of a Separation, the purchase price foreach Unvested Share will be the lesser of (A) Purchaser’s Original Costfor such share and (B) the Fair Market Value of such share as of thedelivery date of the Repurchase Notice or Supplemental Repurchase Notice, asthe case may be, in either case first delivered pursuant to Section 3(c).

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## (c)          In the event of a Separation, the Company (with theapproval of the Board) may elect to purchase all or any portion of the UnvestedShares pursuant to this Section 3 by delivering written notice (the“Repurchase Notice”) to the holder or holders of such securities withinsix months and 10 days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to beacquired from each holder, the aggregate consideration to be paid for suchshares and the time and place for the closing of the transaction.  Unvested Shares to be repurchased by theCompany shall first be satisfied to the extent possible from the UnvestedShares held by Purchaser at the time of delivery of the Repurchase Notice.  If the number of Unvested Shares to berepurchased by the Company then held by Purchaser is less than the total numberof Unvested Shares that the Company has elected to purchase, the Company shallpurchase the remaining Unvested Shares elected to be purchased from the otherholder(s) of Unvested Shares under this Agreement (i.e., Purchaser’sPermitted Transferees), pro rata according to the number of Unvested Sharesheld by such other holder(s) at the time of delivery of such RepurchaseNotice (determined as nearly as practicable to the nearest share).

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## (d)         If for any reason the Company does not elect topurchase all of the Unvested Shares pursuant to the Repurchase Option, theInvestors shall be entitled to exercise the Repurchase Option for all or anyportion of the Unvested Shares that the Company has not elected to purchase(the “Available Securities”).  Assoon as practicable after the Company has determined that there will beAvailable Securities, but in any event within five months after the Separation,the Company shall give written notice (the “Option Notice”) to theInvestors setting forth the number of Available Securities and the purchaseprice for such Available Securities.  TheInvestors may elect to purchase any or all of the Available Securities bygiving written notice to the Company within six months and 10 days after theSeparation.  If the Investors elect topurchase an aggregate number of Available Securities that is greater than thenumber of Available Securities, the Available Securities shall be allocated amongthe Investors based upon the number of shares of Common Stock owned by eachInvestor.  As soon as practicable, and inany event within ten days, after the expiration of the six-month and ten-dayperiod set forth above, the Company shall notify each holder of Unvested Sharesas to the number of Unvested Shares being purchased from such holder by theInvestors (the “Supplemental Repurchase Notice”).  At the time the Company delivers theSupplemental Repurchase Notice to the holder(s) of Unvested Shares, theCompany shall also deliver written notice to each Investor setting forth thenumber of Unvested Shares such Investor is entitled to purchase, the aggregatepurchase price and the time and place of the closing of the transaction.

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## (e)          The closing of the purchase of the Unvested Sharespursuant to the Repurchase Option shall take place on the date designated bythe Company in the Repurchase Notice or Supplemental Repurchase Notice, whichdate shall not be more than one month nor less than five days after thedelivery of the later of either such notice to be delivered.  The Company will pay for the Unvested Sharesto be purchased by it pursuant to the Repurchase Option by first offsettingamounts outstanding under any bona fide debts owed by Purchaser to the Company,and will pay the remainder of the purchase price by, at its option, (A) acheck or wire transfer of funds, (B) the issuance of a subordinatedpromissory note of the Company bearing interest at a rate equal to such rate asmay be determined by the Board (provided that such rate may not be less thanthe prime rate (as published in The Wall Street Journal from time totime)) and having such maturity provisions as the Company shall determine ingood faith or (C) any combination of (A) and (B) as the Boardmay elect in its discretion; provided that, to the extent that the Company hasreadily available cash resources in excess of its working capital and otherreasonable cash needs and without imposing any obligation on the Company toraise financing to fund the repurchases or to materially impair its financialliquidity or condition, the Company shall use reasonable efforts to pay thepurchase price for such Unvested Shares pursuant to the foregoing clause(A).  Each Investor will pay for theUnvested Shares purchased by it by a check or wire transfer of funds.  The Company and the Investors will beentitled to receive customary representations and warranties from the sellersregarding such sale and require that all sellers’ signatures be guaranteed.

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## (f)            Notwithstanding anything to the contrary contained inthis Agreement, all repurchases of Unvested Shares by the Company pursuant tothe Repurchase Option shall be subject to applicable restrictions contained inthe Delaware General Corporation Law or such other governing corporate law andin the Company’s and its Subsidiaries’ debt and equity financingagreements.  If any such restrictionsprohibit (i) the repurchase of Unvested Shares hereunder which the Companyis otherwise entitled or required to make or (ii) dividends or other 

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## transfers of funds from one or more Subsidiaries tothe Company to enable such repurchases, then the Company may make suchrepurchases as soon as it is permitted to make repurchases or receive fundsfrom Subsidiaries under such restrictions.

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## (g)         Notwithstanding anything to the contrary contained inthis Agreement, if the Fair Market Value of Unvested Shares is finallydetermined to be an amount at least 10% greater than the per share repurchaseprice for such share of Unvested Shares in the Repurchase Notice or in theSupplemental Repurchase Notice, each of the Company and the Investors shallhave the right to revoke its exercise of the Repurchase Option for all or anyportion of the Unvested Shares elected to be repurchased by it by deliveringnotice of such revocation in writing to the holders of Unvested Shares duringthe thirty-day period beginning on the date that the Company and/or theInvestors are given written notice that the Fair Market Value of a share ofUnvested Shares was finally determined to be an amount at least 10% greaterthan the per share repurchase price for Unvested Shares set forth in theRepurchase Notice or in the Supplemental Repurchase Notice.

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## (h)         The provisions of this Section 3 willterminate upon the consummation of a Sale of the Company.

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# 4.               Restrictions on Transfer of Securities.

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## (a)          Transfer of Securities.  The holdersof Securities shall not Transfer any interest in any Securities, except pursuantto (i) the provisions of Section 3 hereof or (ii) theprovisions of Section 4(b) below.

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## (b)         Certain Permitted Transfers. The restrictions in this Section 4 will not apply withrespect to any Transfer of Securities made (i) pursuant to applicable lawsof descent and distribution or to such Person’s legal guardian in the case ofany mental incapacity or among such Person’s Family Group, or (ii) subjectto the restrictions on transfer set forth in the Registration Agreement(including, without limitation, in Section 3 thereof) or anyagreement entered into pursuant thereto, of shares of Common Stock that areVested Shares, but in the case of this clause (ii) only an amountof shares of Common Stock that are Vested Shares equal to the product of (A) theTotal Share Number and (B) the Cumulative Ratio (as of the date of suchTransfer pursuant to this clause (ii), after giving effect to any PublicSale of Common Stock by the Investors on such date), less the sum of (X) theaggregate number of shares of Securities transferred by Purchaser in PublicSales prior to the date hereof and (Y) as of the date of such transfer,the aggregate number of shares of Securities previously transferred byPurchaser and Permitted Transferees after the date hereof pursuant to thisclause (ii); provided that any in-kind distributions of shares of CommonStock by the Investors to their limited partners shall be deemed to be a PublicSale for purposes of this Section 4(b)(ii); provided furtherthat the restrictions contained in this Section 4 will continue tobe applicable to the Securities after any Transfer of the type referred to in clause(i) above and the transferees of such Securities must agree in writingto be bound by the provisions of this Agreement.  Any transferee of Securities pursuant to aTransfer in accordance with the provisions of clause (i) of this Section 4(b) isherein referred to as a “Permitted Transferee.”  Upon the Transfer of Securities pursuant tothis Section 4(b), the transferring holder of Securities will delivera written notice (a “Transfer

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## Notice”) to the Company. In the case of a Transfer pursuant to clause (i) hereof, theTransfer Notice will disclose in reasonable detail the identity of thePermitted Transferee(s).

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## (c)          Termination of Restrictions. The restrictions set forth in this Section 4 will continuewith respect to each share of Securities until the earlier of (i) the dateon which such share of Securities has been transferred in a Public Salepermitted by this Section 4, or (ii) the consummation of aSale of the Company.

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# 5.               Additional Restrictions on Transfer of Securities.

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## (a)          Legend.  Thecertificates representing the Securities will bear a legend in substantiallythe following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WEREORIGINALLY ISSUED AS OF MAY 10, 2007, HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLDOR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THEACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.  THE SECURITIES REPRESENTED BY THISCERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAINREPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SECOND AMENDEDAND RESTATED SECURITIES PURCHASE AGREEMENT AMONG THE COMPANY, THE PURCHASER OFTHE SECURITIES REPRESENTED BY THIS CERTIFICATE AND OTHER PARTIES, DATED AS OF JANUARY28, 2008, AS AMENDED.  A COPY OF SUCHAGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPALPLACE OF BUSINESS WITHOUT CHARGE.”

 

## (b)         Opinion of Counsel.  No holder ofSecurities may Transfer any Securities (except pursuant to Section 3 or4(b) of this Agreement or an effective registration statement underthe Securities Act) without first delivering to the Company a written noticedescribing in reasonable detail the proposed Transfer, together with an opinionof counsel (reasonably acceptable in form and substance to the Company) thatneither registration nor qualification under the Securities Act and applicablestate securities laws is required in connection with such transfer.  In addition, if the holder of the Securitiesdelivers to the Company an opinion of counsel that no subsequent Transfer ofsuch Securities shall require registration under the Securities Act, theCompany shall promptly upon such contemplated Transfer deliver new certificatesfor such Securities that do not bear the Securities Act portion of the legendset forth in Section 5(a). If the Company is not required to deliver new certificates for suchSecurities not bearing such legend, the holder thereof shall not Transfer thesame until the prospective transferee has confirmed to the Company in writingits agreement to be bound by the conditions contained in this Section 5.

 

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**GENERALPROVISIONS**

 

# 6.               Confidential Information.

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## (a)          Obligation to Maintain Confidentiality. Purchaser acknowledges that the information, observations and data(including trade secrets) of a confidential, proprietary or secret natureobtained by her during the course of her performance under this Agreementconcerning the business or affairs of the Company, Solera, Inc. and theirrespective Subsidiaries and Affiliates (“Confidential Information”) arethe property of the Company, Solera, Inc. or such Subsidiaries andAffiliates, including information concerning acquisition opportunities in orreasonably related to the Company’s and Solera, Inc.’s business orindustry of which Purchaser becomes aware during the period in which Purchaserserves as a manager of the Company and/or a director of any of its Subsidiaries(the “Service Period”).  Purchaseragrees that she will not disclose to any unauthorized Person or use for her ownaccount any Confidential Information without the Board’s written consent,unless and to the extent that the Confidential Information, (i) becomesgenerally known to and available for use by the public other than as a resultof Purchaser’s acts or omissions to act, (ii) was known to Purchaser priorto Purchaser’s service for the Company, Solera, Inc. or any of theirSubsidiaries and Affiliates, or (iii) is required to be disclosed pursuantto any applicable law or court order. Purchaser shall deliver to the Company at a Separation, or at any othertime the Company may request, all memoranda, notes, plans, records, reports,computer tapes, printouts and software and other documents and data (and copiesthereof) relating to the Confidential Information, Work Product (as definedbelow) or the business of the Company, Solera, Inc. and their respectiveSubsidiaries and Affiliates (including, without limitation, all acquisitionprospects, lists and contact information) which she may then possess or haveunder her control.

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## (b)         Ownership of Property.  Purchaseracknowledges that all discoveries, concepts, ideas, inventions, innovations,improvements, developments, methods, processes, programs, designs, analyses,drawings, reports, patent applications, copyrightable work and mask work (whetheror not including any confidential information) and all registrations orapplications related thereto, all other proprietary information and all similaror related information (whether or not patentable) that relate to the Company’s,Solera, Inc.’s or any of their respective Subsidiaries’ or Affiliates’actual or anticipated business, research and development, or existing or futureproducts or services and that are conceived, developed, contributed to, made,or reduced to practice by Purchaser (either solely or jointly with others)while she serves as a manager of the Company and/or a director of any of itsSubsidiaries (including any of the foregoing that constitutes any proprietaryinformation or records) (“Work Product”) belong to the Company, Solera, Inc.or such Subsidiary or Affiliate and Purchaser hereby assigns, and agrees toassign, all of the above Work Product to the Company, Solera, Inc. or tosuch Subsidiary or Affiliate.  Anycopyrightable work prepared in whole or in part by Purchaser in the course ofher work for any of the foregoing entities shall be deemed a “work made forhire” under the copyright laws, and the Company, Solera, Inc. or suchSubsidiary or Affiliate shall own all rights therein.  To the extent that any such copyrightablework is not a “work made for hire,” Purchaser hereby assigns and agrees toassign to the Company, Solera, Inc. or such Subsidiary or Affiliate allright, title, and interest, including without limitation, copyright in and tosuch copyrightable work.  Purchaser shallpromptly disclose such Work Product and copyrightable work to the Board andperform all actions reasonably requested by the Board (whether during or afterthe 

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## Service Period) to establish and confirm the Company’s,Solera, Inc.’s or such Subsidiary’s or Affiliate’s ownership (including,without limitation, assignments, consents, powers of attorney, and otherinstruments).  Purchaser understands,however, that there is no obligation being imposed on her to assign to theCompany or any Subsidiary or Affiliate, any invention falling within thedefinition of Work Product for which no equipment, supplies, facility, or tradesecret information of the Company or any of its Subsidiaries or Affiliates wasused and that was developed entirely on her own time, unless:  (i) such Work Product relates (A) tothe Company’s, or its Subsidiaries’ or Affiliates’ businesses or (B) totheir actual or demonstrably anticipated research or  development, or (ii) the Work Productresults from any work performed by her for them under this Agreement.  Purchaser has identified on the signature page tothis Agreement all Work Product that is or was owned by her or was written,discovered, made, conceived or first reduced to practice by her alone orjointly with another person prior to the date hereof.  If no such Work Product is listed, Purchaserrepresents to the Company that she does not now nor has she ever owned, nor hasshe made, any such Work Product.

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# 7.               Restrictive Covenants.  Purchaseracknowledges that in the course of her service for the Company and/or any ofits Subsidiaries she will become familiar with the Company’s, Solera, Inc.’sand their respective Subsidiaries’ trade secrets and with other confidentialinformation concerning the Company, Solera, Inc. and such Subsidiaries andthat her services will be of special, unique and extraordinary value to theCompany, Solera, Inc. and such Subsidiaries.  Therefore, Purchaser agrees that:

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## (a)          Nonsolicitation.  During theService Period and for a period of two years thereafter, Purchaser shall notdirectly or indirectly through another entity (i) induce or attempt toinduce any employee of the Company, Solera, Inc. or their respectiveSubsidiaries to leave the employ of the Company, Solera, Inc. or suchSubsidiary, or in any way interfere with the relationship between the Company,Solera, Inc. and any of their respective Subsidiaries and any employeethereof (which restriction shall not preclude placing advertisements in tradepublications or similar general solicitations for employment, so long as suchadvertisements or solicitations do not target any employee of the Company,Solera, Inc. or their respective Subsidiaries), (ii) hire any personwho was an employee of the Company, Solera, Inc. or any of theirrespective Subsidiaries within 180 days after such person ceased to be anemployee of the Company, Solera, Inc. or any of their respectiveSubsidiaries, (iii) induce or attempt to induce any customer, supplier,licensee or other business relation of the Company, Solera, Inc. or any oftheir respective Subsidiaries to cease doing business with the Company, Solera, Inc.or such Subsidiary or in any way interfere with the relationship between anysuch customer, supplier, licensee or business relation and the Company, Solera, Inc.and any Subsidiary, in each case, if any such inducement, attempted inducementor interference would involve, use or rely upon any of the Company’s, Solera, Inc.’sor any of their respective Subsidiaries’ trade secrets or other confidentialinformation or (iv) directly or indirectly acquire or attempt to acquirean interest in any business relating to the business of the Company, Solera, Inc.or any of their respective Subsidiaries and with which the Company, Solera, Inc.and any of their respective Subsidiaries has engaged in discussions regardingthe acquisition of an interest in such business or has requested and receivedinformation relating to the acquisition of such business by the Company, Solera, Inc.or any of their respective Subsidiaries in the two year period immediatelypreceding a Separation.

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## (b)         Enforcement.  If, at thetime of enforcement of Section 6 or this Section 7, acourt holds that the restrictions stated herein are unreasonable undercircumstances then existing, the parties hereto agree that the maximumduration, scope or geographical area reasonable under such circumstances shallbe substituted for the stated period, scope or area and that the court shall beallowed to revise the restrictions contained herein to cover the maximumduration, scope and area permitted by law. Because Purchaser’s services are unique and because Purchaser has accessto confidential information, the parties hereto agree that money damages wouldbe an inadequate remedy for any breach of this Agreement.  Therefore, in the event a breach orthreatened breach of this Agreement, the Company, Solera, Inc., theirrespective Subsidiaries or their successors or assigns may, in addition toother rights and remedies existing in their favor, apply to any court ofcompetent jurisdiction for specific performance and/or injunctive or otherrelief in order to enforce, or prevent any violations of, the provisions hereof(without posting a bond or other security).

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## (c)          Additional Acknowledgments. Purchaser acknowledges that the provisions of this Section 7are in consideration of:  (i) herservice for the Company and/or any of its Subsidiaries, (ii) the issuanceof the Purchaser Securities by the Company and (iii) additional good andvaluable consideration as set forth in this Agreement.  In addition, Purchaser agrees andacknowledges that the restrictions contained in Section 6 and this Section 7do not preclude Purchaser from earning a livelihood, nor do they unreasonablyimpose limitations on Purchaser’s ability to earn a living.  In addition, Purchaser acknowledges (i) thatthe business of the Company, Solera, Inc. and their respectiveSubsidiaries will be conducted throughout the United States and otherjurisdictions where the Company, Solera, Inc. or their respectiveSubsidiaries conduct business during the Service Period and (ii) notwithstandingthe state of organization or principal office of the Company, Solera, Inc.or any of their respective Subsidiaries, or any of their respective executivesor employees (including Purchaser), it is expected that the Company and Solera, Inc.will have business activities and have valuable business relationships withinits industry throughout the United States and other jurisdictions where theCompany, Solera, Inc. or their respective Subsidiaries conduct businessduring the Service Period.  Purchaseragrees and acknowledges that the potential harm to the Company and Solera, Inc.of the non-enforcement of Section 6 and this Section 7outweighs any potential harm to Purchaser of its enforcement by injunction orotherwise.  Purchaser acknowledges thatshe has carefully read this Agreement and has given careful consideration tothe restraints imposed upon Purchaser by this Agreement, and is in full accordas to their necessity for the reasonable and proper protection of confidentialand proprietary information of the Company and Solera, Inc. now existingor to be developed in the future. Purchaser expressly acknowledges and agrees that each and everyrestraint imposed by this Agreement is reasonable with respect to subjectmatter, time period and geographical area.

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# 8.               Definitions.

#  

“Affiliate” means, (i) with respect to anyPerson, any Person that controls, is controlled by or is under common controlwith such Person or an Affiliate of such Person, and (ii) with respect toany Investor, any general or limited partner of such Investor, any employee orowner of any such partner, or any other Person controlling, controlled by orunder common control with such Investor; it being understood and agreed thatGTCR I and its Affiliates shall for all purposes hereunder shall be Affiliatesof GTCR II.

 

10

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“Board” means the Company’s board of directors.

 

“Class A Common Units” means the Class ACommon Units of Solera LLC having the rights and obligations set forth in theLLC Agreement.

 

“Class B Preferred Units” means the Class BPreferred Units of Solera LLC having the rights and obligations set forth inthe LLC Agreement.

 

“Cumulative Ratio”means, as of a given date, the quotient of (a) the aggregate number ofshares of Common Stock sold by the Investors in Public Sales between May 10,2007 and such date (including any Public Sales on such date), divided by (b) theInitial Investor Amount.

 

“Fair Market Value” of each share of Securitiesmeans the average of the closing prices of the sales of such Securities on allsecurities exchanges on which such Securities may at the time be listed, or, ifthere have been no sales on any such exchange on any day, the average of thehighest bid and lowest asked prices on all such exchanges at the end of suchday, or, if on any day such Securities are not so listed, the average of therepresentative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,New York time, or, if on any day such Securities are not quoted in the NASDAQSystem, the average of the highest bid and lowest asked prices on such day inthe domestic over-the-counter market as reported by the National QuotationBureau Incorporated, or any similar successor organization, in each such caseaveraged over a period of 21 days consisting of the day as of which the FairMarket Value is being determined and the 20 consecutive business days prior tosuch day.  If at any time such Securitiesare not listed on any securities exchange or quoted in the NASDAQ System or theover-the-counter market, the Fair Market Value will be the fair value of such Securitiesas determined in good faith by the Board. If Purchaser reasonably disagrees with such determination, Purchasershall deliver to the Board a written notice of objection within ten days afterdelivery of the Repurchase Notice (or if no Repurchase Notice is delivered,then within ten days after delivery of the Supplemental RepurchaseNotice).  Upon receipt of Purchaser’swritten notice of objection, the Board and Purchaser will negotiate in goodfaith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the delivery ofthe Repurchase Notice (or if no Repurchase Notice is delivered, then within 30days after the delivery of the Supplemental Repurchase Notice), Fair MarketValue shall be determined by an appraiser jointly selected by the Board andPurchaser, which appraiser shall submit to the Board and Purchaser a reportwithin 30 days of its engagement setting forth such determination.  If the parties are unable to agree on anappraiser within 45 days after delivery of the Repurchase Notice or theSupplemental Repurchase Notice, within seven days, each party shall submit thenames of four nationally recognized firms that are engaged in the business ofvaluing non-public securities, and each party shall be entitled to strike twonames from the other party’s list of firms, and the appraiser shall be selectedby lot from the remaining four appraisal firms. The expenses of such appraiser shall be borne by Purchaser unless theappraiser’s valuation is more than 10% greater than the amount determined bythe Board, in which case the expenses of the appraiser shall be borne by theCompany.  In making such appraisal, theappraiser shall determine the fair value of the Company as a whole withoutdiscount for either lack of control or contractual restrictions on transferapplicable to the Securities.  Thedetermination of such appraiser as to Fair Market Value shall be final andbinding upon all parties.

 

11

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“Family Group” means a Person’s spouse anddescendants (whether natural or adopted), and any trust, family limitedpartnership, limited liability company or other entity wholly owned, directlyor indirectly, by such Person or such Person’s spouse and/or descendants thatis and remains solely for the benefit of such Person and/or such Person’sspouse and/or descendants and any retirement plan for such Person.

 

“GTCR I” means GTCR Golder Rauner, L.L.C., aDelaware limited liability company.

 

“GTCR II” means GTCR Golder Rauner II, L.L.C.,a Delaware limited liability company.

 

“GTCR Co-Invest II” means GTCR Co-Invest II,L.P., a Delaware limited partnership.

 

“GTCR Fund VIII” means GTCR Fund VIII, L.P., aDelaware limited partnership.

 

“GTCR Fund VIII/B” means GTCR Fund VIII/B,L.P., a Delaware limited partnership.

 

“Investors” means GTCR Fund VIII, GTCR FundVIII/B, GTCR Co-Invest II, and any other investment fund managed by GTCR I orGTCR II that at any given time owns securities of the Company.

 

“LLC Agreement” means the Limited LiabilityCompany Agreement of Solera LLC, dated as of April 1, 2005, as amendedfrom time to time pursuant to its terms.

 

“Original Cost” means $0.30 per share (asproportionately adjusted for all stock splits, stock dividends and otherrecapitalizations subsequent to the date hereof).

 

“Person” means an individual, a partnership, alimited liability company, a corporation, an association, a joint stockcompany, a trust, a joint venture, an unincorporated organization, investmentfund, any other business entity and a governmental entity or any department,agency or political subdivision thereof.

 

“Public Offering” means the sale in anunderwritten public offering registered under the Securities Act of equitysecurities of the Company.

 

“Public Sale” means (i) any sale pursuantto a registered public offering under the Securities Act or (ii) any saleto the public pursuant to Rule 144 promulgated under the Securities Acteffected through a broker, dealer or market maker (other than pursuant to Rule 144(k) priorto a Public Offering).

 

“Purchase Agreement” means the Second Amendedand Restated Securities Purchase Agreement, dated as of May 10, 2007,between the Company and the Investors, as amended from time to time pursuant toits terms.

 

12

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“Registration Agreement” means the RegistrationRights Agreement, dated as of April 1, 2005, among Solera LLC and certainof its securityholders, as amended from time to time pursuant to its terms.

 

“Sale of the Company” means any transaction orseries of related transactions pursuant to which any Person or group of relatedPersons other than, except for purposes of Section 2(c), theInvestors or their Affiliates in the aggregate acquire(s) (i) equitysecurities of the Company possessing the voting power (other than voting rightsaccruing only in the event of a default, breach or event of noncompliance) toelect a majority of the Board (whether by merger, consolidation,reorganization, combination, sale or transfer of the Company’s equity,securityholder or voting agreement, proxy, power of attorney or otherwise) or (ii) allor substantially all of the Company’s assets determined on a consolidatedbasis; provided that a Public Offering shall not constitute a Sale ofthe Company.

 

“Securities” will continue to be Securities inthe hands of any holder other than Purchaser (except for the Company and theInvestors and except for transferees in a Public Sale), and except as otherwiseprovided herein, each such other holder of Securities will succeed to allrights and obligations attributable to Purchaser as a holder of Securitieshereunder.  Securities will also includeequity of the Company issued with respect to Securities (i) by way of astock split, stock dividend, conversion, or other recapitalization or (ii) byway of reorganization or recapitalization of the Company.  Notwithstanding the foregoing, all UnvestedShares shall remain Unvested Shares after any Transfer thereof.

 

“Securities Act” means the Securities Act of1933, as amended from time to time.

 

“Separation” means Purchaser ceasing to serveas a manager of the Company or a director of any of its Subsidiaries for anyreason.

 

“Solera, Inc.” means Solera, Inc., aDelaware corporation.

 

“Subsidiary” means, with respect to any Person,any corporation, limited liability company, partnership, association, orbusiness entity of which (i) if a corporation, a majority of the totalvoting power of shares of stock entitled (without regard to the occurrence ofany contingency) to vote in the election of directors, managers, or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a limited liability company, partnership, association,or other business entity (other than a corporation), a majority of  partnership or other similar ownershipinterest thereof is at the time owned or controlled, directly or indirectly, bythat Person or one or more Subsidiaries of that Person or a combinationthereof.  For purposes hereof, a Personor Persons shall be deemed to have a majority ownership interest in a limitedliability company, partnership, association, or other business entity (other thana corporation) if such Person or Persons shall be allocated a majority oflimited liability company, partnership, association, or other business entitygains or losses or shall be or control any managing director or general partnerof such limited liability company, partnership, association, or other businessentity.  For purposes hereof, referencesto a “Subsidiary” of any Person shall be given effect only at such timesthat such Person has one or more Subsidiaries, and, unless otherwise indicated,the term “Subsidiary” refers to a Subsidiary of the Company.

 

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“Transfer” means to sell, transfer, assign,pledge or otherwise dispose of (whether with or without consideration andwhether voluntarily or involuntarily or by operation of law).

 

# 9.               Notices.  All notices, demands or other communicationsto be given or delivered under or by reason of the provisions of this Agreementshall be in writing and shall be deemed to have been given when (i) deliveredpersonally to the recipient, (ii) sent to the recipient by reputableexpress courier service (charges prepaid), (iii) mailed to the recipientby certified or registered mail, return receipt requested and postage prepaid,or (iv) telecopied to the recipient (with hard copy sent to the recipientby reputable overnight courier service (charges prepaid) that same day) iftelecopied before 5:00 p.m. Chicago, Illinois time on a business day, andotherwise on the next business day.  Suchnotices, demands and other communications shall be sent to the parties at theaddresses indicated below:

#  

|   | If to Solera, Inc.:                           |
|--------|----------------------------------------------------|
|   |                                               |
|   | Solera, Inc.                                  |
|   | 15030 Avenue of Science, Suite 200            |
|   | San Diego, CA 92128                                |
|   | Attention:                                         | Chief Executive Officer |
|   | Facsimile:                                         | (858) 812-3011 |
|   |                                               |
|   | with copies to:                                    |   |
|   |                                               |   |
|   | GTCR Fund VIII,  L.P., GTCR Fund VIII/B, L.P., and |   |
|   | GTCR Co-Invest  II, L.P.                           |   |   |
|   | c/o GTCR Golder  Rauner II, L.L.C.                 |   |   |
|   | 6100 Sears Tower                                   |   |   |
|   | Chicago,  Illinois 60606-6402                      |   |
|   | Attention:                                         | Philip A.  Canfield |
|   |                                               | Craig A. Bondy |
|   | Facsimile: (312)  382-2201                         |   |   |
|   |                                               |   |   |
|   | Kirkland &  Ellis LLP                     |   |
|   | 200 East  Randolph Drive                           |
|   | Chicago,  Illinois 60601                           |   |
|   | Attention:                               | Stephen L. Ritchie,  P.C. |
|   |                                               | Mark A. Fennell |
|   | Facsimile: (312)  861-2200                         |   |
|   |                                               |   |
|   | If to the  Company:                                |
|   |                                               |
|   | Solera Holdings, Inc.                         |
|   | 15030 Avenue of  Science, Suite 200           |
|   | San Diego, CA  92128                               |
|   | Attention:                                         | Chief Executive  Officer |
|   | Facsimile:                                         | (858) 812-3011 |
|        |                                                    |  |  |  |  |  |  |  |  |

 

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|   | with copies to:                     |
|--------|-------------------------------------|
|   |                                |
|   | GTCR Golder Rauner II, L.L.C.       |
|   | 6100 Sears Tower                    |
|   | Chicago, Illinois   60606-6402 |
|   | Attention:                          | Philip A. Canfield |
|   |                                | Craig A. Bondy |
|   | Facsimile: (312) 382-2201           |
|   |                                |
|   | and                                 |
|   |                                |
|   | Kirkland & Ellis LLP       |
|   | 200 East Randolph Drive             |
|   | Chicago, Illinois   60601      |
|   | Attention:                          | Stephen L. Ritchie, P.C. |
|   |                                | Mark A. Fennell |
|   | Facsimile: (312) 861-2200           |
|   |                                |
|   | If to Purchaser:                    |
|   |                                |
|   | Roxani Gillespie                    |
|   | 2450 Hyde Street                    |
|   | San Francisco, CA   94109      |
|   | Facsimile:   (415) 434-2533    |
|   |                                |
|   | If to the Investors:                |
|   |                                |
|   | GTCR Golder Rauner II, L.L.C.       |
|   | 6100 Sears Tower                    |
|   | Chicago, Illinois   60606-6402 |
|   | Attention:                          | Philip A. Canfield |
|   |                                | Craig A. Bondy |
|   | Facsimile: (312) 382-2201           |
|   |                                |
|   | with a copy to:                     |
|   |                                |
|   | Kirkland & Ellis LLP       |
|   | 200 East Randolph Drive             |
|   | Chicago, Illinois   60601      |
|   | Attention:                          | Stephen L. Ritchie, P.C. |
|   |                                | Mark A. Fennell |
|   | Facsimile: (312) 861-2200           |
|        |                                     |  |  |

 

or such other address orto the attention of such other Person as the recipient party shall havespecified by prior written notice to the sending party.

 

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# 10.         General Provisions.

#  

## (a)          Transfers inViolation of Agreement.  Any Transferor attempted Transfer of any Securities in violation of any provision of thisAgreement shall be void, and the Company shall not record such Transfer on itsbooks or treat any purported transferee of such Securities as the owner of suchequity for any purpose.

##  

## (b)         Severability.  Whenever possible, each provision of thisAgreement will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Agreement is held to be invalid,illegal or unenforceable in any respect under any applicable law or rule inany jurisdiction, such invalidity, illegality or unenforceability will notaffect any other provision or any other jurisdiction, but this Agreement willbe reformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

##  

## (c)          Complete Agreement.  The Restated Securities Purchase Agreement isamended, restated and superseded by this Agreement in its entirety; providedthat, notwithstanding the foregoing or anything else to the contrary in thisAgreement, nothing herein shall relieve any party from any liability for anybreach prior to the date hereof of the Restated Securities Purchase Agreementor any breach prior to April 13, 2006 of the Original Securities PurchaseAgreement, and any provision so breached shall not be superseded by thisAgreement for purposes of actions taken in connection with such breach andliabilities related thereto and the rights of the parties hereto under Section 1(e) ofeach of the Original Securities Purchase Agreement and the Restated SecuritiesPurchase Agreement shall survive this amendment and restatement.  This Agreement and those documents expresslyreferred to herein embody the complete agreement and understanding among theparties and supersede and preempt any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way.

##  

## (d)         No Strict Construction.  The language used in this Agreement shall bedeemed to be the language chosen by the parties hereto to express their mutualintent, and no rule of strict construction shall be applied against anyparty.

##  

## (e)          Counterparts.  This Agreement may be executed in separatecounterparts (including by means of facsimile), each of which is deemed to bean original and all of which taken together constitute one and the sameagreement.

##  

## (f)            Successors andAssigns.  Except as otherwiseprovided herein, this Agreement shall bind and inure to the benefit of and beenforceable by Purchaser, the Company, the Investors and their respectivesuccessors and assigns (including subsequent holders of Securities); providedthat the rights and obligations of Purchaser under this Agreement shall not beassignable except in connection with a permitted transfer of Securitieshereunder.

##  

## (g)         Choice of Law.  The law of the State of Delaware will governall questions concerning the relative rights of the Company and itssecurityholders.  All other questionsconcerning the construction, validity and interpretation of this Agreement andthe exhibits hereto will be governed by and construed in accordance with theinternal laws of the State of Delaware, 

 

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## without giving effect to any choice of law or conflict of law provisionor rule (whether of the State of Delaware or any other jurisdiction) thatwould cause the application of the laws of any jurisdiction other than theState of Delaware.

 

## (h)         MUTUAL WAIVER OF JURYTRIAL**.**  BECAUSE DISPUTES ARISING IN CONNECTION WITHCOMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY ANEXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERALLAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIRDISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OFTHE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THISAGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, ORPROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIESHERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONSCONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIESHEREUNDER.

##  

## (i)             Purchaser’sCooperation.  During the ServicePeriod and thereafter, Purchaser shall cooperate with the Company, Solera, Inc.and their respective Subsidiaries and Affiliates in any disputes****with third parties, internal investigationor administrative, regulatory or judicial proceeding as reasonably requested bythe Company (including, without limitation, Purchaser being available to theCompany upon reasonable notice for interviews and factual investigations,appearing at the Company’s request to give testimony without requiring serviceof a subpoena or other legal process, volunteering to the Company all pertinentinformation and turning over to the Company all relevant documents which are ormay come into Purchaser’s possession, all at times and on schedules that arereasonably consistent with Purchaser’s other permitted activities andcommitments). In the event the Company requires Purchaser’s cooperation inaccordance with this paragraph during the Service Period, the Company shallreimburse Purchaser solely for reasonable travel expenses (including lodgingand meals, upon submission of receipts). In the event the Company requires Purchaser’s cooperation in accordancewith this paragraph after the Service Period, the Company shall reimbursePurchaser for reasonable travel expenses (including lodging and meals, uponsubmission of receipts) and compensate Purchaser at a reasonable rate for suchcooperation, as determined by mutual agreement of the Company and Purchaser.

##  

## (j)             Remedies.  Each of the parties to this Agreement (andthe Investors as third-party beneficiaries) will be entitled to enforce itsrights under this Agreement specifically, to recover damages and costs(including attorney’s fees) caused by any breach of any provision of thisAgreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge thatmoney damages may not be an adequate remedy for any breach of the provisions ofthis Agreement and that any party may in its sole discretion apply to any courtof law or equity of competent jurisdiction (without posting any bond ordeposit) for specific performance and/or other injunctive relief in order to enforceor prevent any violations of the provisions of this Agreement.

 

17

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## (k)          Amendment and Waiver.  The provisions of this Agreement may beamended and waived only with the prior written consent of the Company,Purchaser and the Majority Holders (as defined in the Purchase Agreement).

##  

## (l)             Business Days.  If any time period for giving notice ortaking action hereunder expires on a day which is a Saturday, Sunday or holidayin the state in which the Company’s chief executive office is located, the timeperiod shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

##  

## (m)       Indemnification andReimbursement of Payments on Behalf of Purchaser.  The Company and its Subsidiaries shall beentitled to deduct or withhold from any amounts owing from the Company or anyof its Subsidiaries to Purchaser any federal, state, local or foreignwithholding taxes, excise taxes, or employment taxes (“Taxes”) imposedwith respect to Purchaser’s compensation or other payments from the Company orits Subsidiaries or Purchaser’s ownership interest in the Company, including,without limitation, wages, bonuses, dividends, the receipt or exercise ofequity options and/or the receipt or vesting of restricted equity.  In the event the Company or its Subsidiariesdo not make such deductions or withholdings, Purchaser shall indemnify theCompany and its Subsidiaries for any amounts paid with respect to any suchTaxes, together with any interest, penalties and related expenses thereto.

##  

## (n)         Termination.  This Agreement shall survive a Separation andshall remain in full force and effect after such Separation.

##  

## (o)         Adjustments of Numbers.  All numbers set forth herein that refer toprices or amounts will be appropriately adjusted to reflect stock splits, stockdividends, combinations of shares and other recapitalizations affecting thesubject class of equity that occur after the date hereof.

##  

## (p)         Deemed Transfer ofSecurities.  If the Company (and/orthe Investors and/or any other Person acquiring securities) shall makeavailable, at the time and place and in the amount and form provided in thisAgreement, the consideration for the Securities to be repurchased in accordancewith the provisions of this Agreement, then from and after such time, thePerson from whom such shares are to be repurchased shall no longer have anyrights as a holder of such shares (other than the right to receive payment ofsuch consideration in accordance with this Agreement), and such shares shall bedeemed purchased in accordance with the applicable provisions hereof and theCompany (and/or the Investors and/or any other Person acquiring securities)shall be deemed the owner and holder of such shares, whether or not the certificatestherefor have been delivered as required by this Agreement.

##  

## (q)         No Pledge or SecurityInterest.  The purpose of the Company’sretention of Purchaser’s certificates and executed security powers is solely tofacilitate the provisions set forth in Section 3 herein and doesnot by itself constitute a pledge by Purchaser of, or the granting of asecurity interest in, the underlying equity.

##  

## (r)            Rights Granted toGTCR and its Affiliates.  Any rightsgranted to GTCR I, GTCR II or their Affiliates hereunder may also be exercised(in whole or in part) by their designees.

 

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## (s)          Delivery by Facsimile.  This Agreement, the agreements referred toherein, and each other agreement or instrument entered into in connectionherewith or therewith or contemplated hereby or thereby, and any amendmentshereto or thereto, to the extent signed and delivered by means of a facsimilemachine, shall be treated in all manner and respects as an original agreementor instrument and shall be considered to have the same binding legal effect asif it were the original signed version thereof delivered in person.  At the request of any party hereto or to anysuch agreement or instrument, each other party hereto or thereto shall reexecuteoriginal forms thereof and deliver them to all other parties.  No party hereto or to any such agreement orinstrument shall raise the use of a facsimile machine to deliver a signature orthe fact that any signature or agreement or instrument was transmitted orcommunicated through the use of a facsimile machine as a defense to theformation or enforceability of a contract and each such party forever waivesany such defense.

##  

## (t)            Deemed SeniorManagement Agreement. Notwithstanding anything in the Purchase Agreement or the RegistrationAgreement to the contrary, this Agreement shall be deemed to be a “SeniorManagement Agreement” for the purposes of such agreements.

##  

*     *    *     *     *

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Second Amended and Restated Securities Purchase Agreement on the datefirst above written.

 

 
|   |                  | **SOLERA  HOLDINGS, INC.** |
|--------|-----------------------|----------------------------|
|   |                  |                       |
|   | By:                   | /s/ Tony Aquila            |
|   | Name:                 | Tony Aquila                |
|   | Its:                  | Chief Executive  Officer   |
|   |                  |                       |
|   |                  |                       |
|   | /s/ Roxani Gillespie  |
|   | **ROXANI  GILLESPIE** |

 

Signature Page to SecondAmended and Restated Securities Purchase Agreement of Roxani Gillespie

 

20

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Agreed andAccepted:

THE INVESTORS:

 

GTCR FUND VIII,L.P.

 
| By:                     | GTCR Partners VIII,  L.P.      |
|-------------------------|--------------------------------|
| Its:                    | General Partner                |
|                    |                           |
| By:                     | GTCR Golder Rauner II,  L.L.C. |
| Its:                    | General Partner                |
|                    |                           |
| By:                     | /s/ Philip A. Canfield         |   |
| Name:                   | Philip A. Canfield             |
| Its:                    | Principal                      |
|                    |                           |
|                    |                           |
| GTCR FUND VIII/B, L.P.  |
|                    |                           |
| By:                     | GTCR Partners VIII,  L.P.      |
| Its:                    | General Partner                |
|                    |                           |
| By:                     | GTCR Golder Rauner II,  L.L.C. |
| Its:                    | General Partner                |
|                    |                           |
| By:                     | /s/ Philip A. Canfield         |   |
| Name:                   | Philip A. Canfield             |
| Its:                    | Principal                      |
|                    |                           |
|                    |                           |
| GTCR CO-INVEST II, L.P. |
|                    |                           |
| By:                     | GTCR Golder Rauner II,  L.L.C. |
| Its:                    | General Partner                |
|                    |                           |
| By:                     | /s/ Philip A. Canfield         |   |
| Name:                   | Philip A. Canfield             |
| Its:                    | Principal                      |
|                         |                                |  |  |

 

Signature Page to SecondAmended and Restated Securities Purchase Agreement of Roxani Gillespie

 

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**EXHIBIT A**

 

**ASSIGNMENT SEPARATE FROMCERTIFICATE**

 

FOR VALUE RECEIVED, Roxani Gillespie doeshereby sell, assign and transfer unto                              ,a                                   ,                shares of common stock, par value $0.01 per share, of Solera Holdings, Inc.,a Delaware corporation (the “Company”), standing in the undersigned’sname on the books of the Company represented by Certificate Nos.                                  herewith and does hereby irrevocably constitute and appoint each officer of theCompany (acting alone or with one or more other such officers) as attorney totransfer said securities on the books of the Company with full power ofsubstitution in the premises.  THISASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THAT CERTAIN SECOND AMENDEDAND RESTATED SECURITIES PURCHASE AGREEMENT BY AND BETWEEN THE COMPANY AND THEUNDERSIGNED DATED AS OF JANUARY 28, 2008, AS AMENDED.

 
| Dated: |   |   |             |
|--------|--------|--------|------------------|
|   |   |   | Roxani Gillespie |

 

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**EXHIBIT B**

 

**SPOUSALCONSENT**

 

The undersigned spouse of Purchaser herebyacknowledges that I have read the foregoing Second Amended and RestatedSecurities Purchase Agreement, dated as of January 28, 2008, and theRegistration Agreement referred to therein and that I understand theircontents.  I am aware that the foregoingSecond Amended and Restated Securities Purchase Agreement provides for the saleor repurchase of my spouse’s Securities under certain circumstances and/orimposes other restrictions on such securities (including, without limitation,restrictions on transfer).  I agree thatmy spouse’s interest in these securities is subject to these restrictions andany interest that I may have in such securities shall be irrevocably bound bythese agreements and further, that my community property interest, if any,shall be similarly bound by these agreements.

 

 
|   |                |   | Date:  January     , 2008 |
|--------|---------------------|--------|----------------------------------------------------|
|   |                |   |
|   | Spouse’s Name: |   |                                               |
|        |                     |        |                                                    |  |  |

 

 
|   |                |   | Date:  January     , 2008 |
|--------|---------------------|--------|----------------------------------------------------|
|   |                |   |
|   | Witness’ Name: |   |
|        |                     |        |                                                    |  |

 

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