**Exhibit 10.2**

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**ExecutionCopy**

 

**AMENDEDAND RESTATED SECURITIES PURCHASE AGREEMENT**

 

**THIS AMENDED AND RESTATED SECURITIESPURCHASE AGREEMENT**(this “Agreement”) is made as of January 28, 2008, by and betweenSolera Holdings, Inc., a Delaware corporation (the “Company”), JackPearlstein****(“Purchaser”), Ian Z.Pearlstein 2001 Trust (“Ian Pearlstein Trust”) and Ivanna V. Pearlstein2001 Trust (“Ivanna Pearlstein Trust”). Certain definitions are set forth in Section 6 of thisAgreement.

 

On April 13, 2006, pursuant to a SecuritiesPurchase Agreement, dated as of April 13, 2006, by and between SoleraHoldings, LLC, a Delaware limited liability company and predecessor to theCompany (“Solera LLC”), and Purchaser (the “Prior Purchase Agreement”),Purchaser purchased from Solera LLC 1,213.766 of Solera LLC’s Class B****Preferred Units (as defined below) and 2,862,344 of SoleraLLC’s Class A Common Units (as defined below).  All Class B****PreferredUnits and Class A Common Units acquired by Purchaser are referred toherein as “Units.”

 

On May 1, 2006, Purchaser transferred 200,000 Class ACommon Units to each of (i) Ian Pearlstein Trust and (ii) IvannaPearlstein Trust.

 

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 each of Purchaser, Ian Pearlstein Trust and IvannaPearlstein Trust was divided by three and any resulting fractional Unit wascancelled.

 

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 11, 2007, pursuant to and subject to theterms of (a) a Restricted Stock Unit Grant Agreement, dated May 11,2007, between the Company and Executive (the “RSU Agreement”), and (b) theCompany’s 2007 Long-Term Equity Incentive Plan, the Company issued to Executive50,216 restricted stock units (the “RSUs”).

 

On May 15, 2007, the Company completed an initialpublic offering (the “IPO”) of shares of Common Stock.  In connection with the IPO, Purchaser sold65,341 shares of Common Stock to the underwriters in the IPO.

 

On October 10, 2007, certain stockholders of theCompany completed a public offering (the “October Offering”) ofshares of Common Stock.  In connectionwith the October 

 

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Offering, Executive sold102,159 shares of Common Stock to the underwriters in the October Offering.

 

As a result of the foregoing events, the Company,Purchaser, Ian Pearlstein Trust and Ivanna Pearlstein Trust desire to amend andrestate the Prior Purchase Agreement in its entirety.  Certain provisions of this Agreement areintended for the benefit of, and will be enforceable by, the Investors (asdefined below).

 

NOW, THEREFORE, in consideration of the mutualcovenants contained herein and other good and valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, the parties to thePrior Purchase Agreement agree that the Prior Purchase Agreement is herebyamended and restated in its entirety as follows and all parties hereto herebyagree as follows:

 

# 1.             Purchaseand Sale of Securities.

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## (a)           Pursuantto the Prior Purchase Agreement, Purchaser purchased, and Solera LLC sold, (i) 2,356,608Class A Common Units at a price of $0.10 per unit (the “Carried CommonUnits”), (ii) 505,736 Class A Common Units at a price of $0.10per unit (the “Co-Invest Common Units” and together with the Class BPreferred Units, the “Co-Invest Units”), and (iii) 1,213.766 Class BPreferred Units at a price of $1,000.00 per unit.  Solera LLC delivered to Purchaser a copy ofthe certificate(s) representing such Units, and Purchaser delivered toSolera LLC or an account designated by Solera LLC a cashier’s or certifiedcheck or wire transfer of immediately available funds in an aggregate amountequal to $1,500,000.00 as payment for such Units.

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## (b)           On May 1,2006, Purchaser transferred 200,000 Co-Invest Common Units to each of (i) IanPearlstein Trust and (ii) Ivanna Pearlstein Trust.  On such date, Ian Pearlstein Trust and IvannaPearlstein Trust executed joinders to the Prior Purchase Agreement.

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## (c)           On April 28,2007, pursuant to a resolution of the board of managers of Solera LLC, athree-to-one reverse split of the Class A Common Units of Solera LLC waseffected pursuant to which the number of Class A Common Units held by eachof Purchaser, Ian Pearlstein Trust and Ivanna Pearlstein Trust was divided bythree and any resulting fractional Unit was cancelled.

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## (d)           On May 10,2007, pursuant to the Conversion, all of the outstanding units of Solera LLC,including the Units, were converted into shares of Common Stock.  Immediately following such Conversion, (i) Purchaserowned the following:  (A) 785,536shares of Common Stock, which shares shall be referred to herein as the “CarriedShares” and (B) 117,848 shares of Common Stock, which shares shall bereferred to herein as the “Purchaser Co-Invest Shares;” and (ii) eachof Ian Pearlstein Trust and Ivanna Pearlstein Trust owned 66,666 shares ofCommon Stock, which shares, together with the Purchaser Co-Invest Shares, shallbe referred to herein as the “Co-Invest Shares.”  The Carried Shares and Co-Invest Shares,together with any shares of Common Stock that are issued in respect of RSUsthat have vested, shall be referred to herein, collectively, as “Securities.”  As of May 10, the total number of CarriedShares plus Co-Invest Shares was equal to 1,036,716.

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## (e)   Immediately following the Conversion, theInvestors owned an aggregate number of shares of Common Stock equal to theInitial Investor Amount.

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## (f)    On May 11, 2007, pursuant to andsubject to the terms of (a) the RSU Agreement and (b) the Company’s2007 Long-Term Equity Incentive Plan, the Company issued to Executive the RSUs.

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## (g)   On May 15, 2007, in connection with theIPO, Purchaser sold 65,341 Purchaser Co-Invest Shares to the underwriters inthe IPO.

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## (h)   On October 10, 2007, in connectionwith the October Offering, Executive sold 102,159 shares of Common Stockto the underwriters in the October Offering.

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## (i)    All certificates evidencing the UnvestedShares (as defined below) shall be held by the Company for the benefit ofExecutive and other holder(s) of Unvested Shares; provided, that, uponwritten request by the Executive, the Company shall release to Executive andother holder(s) of Vested Shares certificates evidencing those VestedShares.  Upon the occurrence of a Sale ofthe Company, the Company will return all certificates in its possessionevidencing Unvested Shares to the record holders thereof.

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## (j)            Purchaserrepresents and warrants to the Company that:

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### (i)            ThisAgreement constitutes the legal, valid and binding obligation of Purchaser,enforceable in accordance with its terms, and the execution, delivery andperformance of this Agreement by Purchaser does not and will not conflict with,violate or cause a breach of any agreement, contract or instrument to whichPurchaser is a party or any judgment, order or decree to which Purchaser issubject.

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### (ii)           Exceptfor the Solera Employment Agreement, Purchaser is neither party to, nor boundby, any other employment agreement, consulting agreement, noncompete agreement,non-solicitation agreement or confidentiality agreement.

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## (k)           Purchaseracknowledges and agrees that no provision contained in this Agreement shallentitle Purchaser to remain in the employment of the Company or any of itsSubsidiaries or affect the right of the Company or its Subsidiaries toterminate Purchaser’s employment at any time for any reason.

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## (l)            Inaccordance with the terms of the Prior Purchase Agreement, Purchaser hasexecuted in blank ten security transfer powers (the “Security Powers”)with respect to the Units acquired pursuant to such agreement and has deliveredsuch Security Powers to the Company. Concurrently with the execution of this Agreement, Purchaser shallexecute 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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## (m)          Inaccordance with the terms of the Prior Purchase Agreement, Purchaser’s spouseexecuted a Spousal Consent with respect to the Units acquired pursuant to 

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## such agreement. Concurrently with the execution of this Agreement, if Purchaser islawfully married, Purchaser’s spouse shall execute the Consent in the form of Exhibit Battached hereto.

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## (n)           On April 13,2006, Purchaser became a party to the Registration Agreement in the capacity ofan Executive and Securityholder.  On May 1,2006, each of Ian Pearlstein Trust and Ivanna Pearlstein Trust became a partyto the Registration Agreement.

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# 2.             Vestingof Carried Shares and RSUs.

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## (a)           TheCo-Invest Shares are fully vested.  TheCarried Shares shall be subject to vesting in the manner specified in this Section 2.  As of the date hereof, 628,428 Carried Shareshave vested.

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## (b)   Except as otherwise provided in this Section 2,beginning March 31, 2008, an additional 5% (that is, 39,276 shares) of theCarried Shares shall become vested on March 31, June 30, September 30and December 31 of each year, if as of each such date Executive isemployed by the Company or any of its Subsidiaries, until all Carried Shareshave become vested.

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## (c)           Uponthe occurrence of a Sale of the Company, all Carried Shares and RSUs which havenot yet become vested shall become vested as of the date of consummation of theSale of the Company, if, as of such date, Purchaser has been continuouslyemployed by the Company, Solera, Inc. or any of their Subsidiaries fromthe date of this Agreement through and including such date.

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## (d)   In the event of a Public Sale of sharesof Common Stock by the Investors after the date hereof, if, as of the date ofthe consummation of such Public Sale, the Vested Ratio (prior to giving effectto any vesting on such date pursuant to this Section 2(d)) is lessthan the Cumulative Ratio (after giving effect to such Public Sale), then anumber of Unvested Shares (as defined below) shall become vested in connectionwith such Public Sale such that the Vested Ratio (after giving effect to anyvesting on such date pursuant to this Section 2(d)) equals the CumulativeRatio (after giving effect to such Public Sale) on such date, if, as of suchdate, Executive has been continuously employed by the Company, Employer or anyof their Subsidiaries from the date of this Agreement through and includingsuch date.  Notwithstanding, and inaddition to, any vesting pursuant to this Section 2(d), the CarriedShares shall continue to vest as set forth in Section 2(b).

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## (e)           If (i) requestedby Purchaser in a written notice to the Company in connection with a Sale ofthe Company, and (ii) Purchaser is a “disqualified individual” (within themeaning of Section 280G(c) of the Internal Revenue Code, as amended(the “Code”)) entitled to receive a “parachute payment” (within themeaning of Code Section 280G(b)) in connection with such Sale of theCompany, and (iii) Purchaser has waived his 280G Payment (as definedbelow) subject to the Stockholder Vote (as defined below), the Company shalluse commercially reasonable efforts prior to the closing of such Sale of theCompany to hold a vote of the Company’s stockholders (the “Stockholder Vote”)seeking approval of any such parachute payment to the extent such parachutepayment exceeds 2.999 times Purchaser’s “base amount” (within the meaning ofCode Section 280G(b)(3)) (the “280G Payment”).

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## (f)            CarriedShares that have become vested (“Vested Carried Shares”), shares ofCommon Stock issued in respect of RSUs that have vested and the Co-InvestShares are collectively referred to herein as “Vested Shares.”  All Carried Shares that have not vested arereferred to herein as “Unvested Shares.”

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## (g)   As of the date hereof, notwithstandinganything to the contrary set forth in the RSU Agreement, 40,172 of the RSUshave vested.  In the event of a PublicSale of shares of Common Stock by the Investors after the date hereof, if, asof the date of the consummation of such Public Sale, the RSU Vested Ratio(prior to giving effect to any vesting on such date pursuant to this Section 2(g))is less than the Cumulative Ratio (after giving effect to such Public Sale),then a number of unvested RSUs shall become vested in connection with suchPublic Sale such that the RSU Vested Ratio (after giving effect to any vestingon such date pursuant to this Section 2(g)) equals the CumulativeRatio (after giving effect to such Public Sale) on such date, if, as of suchdate, Executive has been continuously employed by the Company, Employer or anyof their Subsidiaries from the date of this Agreement through and includingsuch date.  Notwithstanding, and inaddition to, any vesting pursuant to this Section 2(g), the RSUsshall continue to vest as set forth in the RSU Agreement.

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# 3.             RepurchaseOption.

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## (a)           Inthe event of a Separation, the Unvested Shares (whether held by Purchaser orone or more of Purchaser’s transferees, other than the Company and theInvestors) will be subject to repurchase, in each case by the Company and theInvestors pursuant to the terms and conditions set forth in this Section 3(the “Repurchase Option”).  TheCompany may assign its repurchase rights set forth in this Section 3to any Person.

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## (b)           Inthe event of a Separation, the purchase price for each Unvested Share will bethe lesser of (A) Purchaser’s Original Cost for such share and (B) theFair Market Value of such share as of the delivery date of the RepurchaseNotice or Supplemental Repurchase Notice, as the case may be, in either casefirst 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 allocatedamong the Investors based upon the number of shares of Common Stock owned byeach Investor.  As soon as practicable,and in any event within ten days, after the expiration of the six-month andten-day period set forth above, the Company shall notify each holder ofUnvested Shares as to the number of Unvested Shares being purchased from suchholder by the Investors (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 shares such Investor is entitled to purchase, the aggregate purchaseprice 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 Securities to bepurchased by it pursuant to the Repurchase Option by first offsetting amountsoutstanding under any bona fide debts owed by Purchaser to the Company, andwill 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 payable in full in one lump sum on the thirdanniversary of the date of issuance and bearing interest at a rate equal tosuch rate as may be determined by the Board (provided that such rate may not beless than the prime rate (as published in The Wall Street Journal fromtime to time)), which interest shall be payable in cash on a quarterly basis,or (C) any combination of (A) and (B) as the Board may elect inits discretion; provided that, to the extent that the Company has readilyavailable cash resources in excess of its working capital and other reasonablecash needs and without imposing any obligation on the Company to raisefinancing 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 the UnvestedShares 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.

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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 financing agreements,provided that with respect to any such equity financing agreements in effect onthe date hereof, only such restrictions as are set forth in such agreements asin effect on 

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## the date hereof shall apply for purposes of this Section 3.2(f).  If any such restrictions prohibit (i) therepurchase of Unvested Shares hereunder which the Company is otherwise entitledor required to make or (ii) dividends or other transfers of funds from oneor more Subsidiaries to the Company to enable such repurchases, then theCompany may make such repurchases as soon as it is permitted to makerepurchases or receive funds from Subsidiaries under such restrictions but inno event later than 12 months after the date of the Repurchase Notice, and forany such repurchase that is to be made at Fair Market Value, Fair Market Valueshall be determined as of the date such restrictions lapse.

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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 20% greater than the per share repurchaseprice for such Unvested Share in the Repurchase Notice or in the SupplementalRepurchase Notice, each of the Company and the Investors shall have the rightto revoke its exercise of the Repurchase Option for all or any portion of theUnvested Shares elected to be repurchased by it by delivering notice of suchrevocation in writing to the holders of Unvested Shares during the thirty-dayperiod beginning on the date that the Company and/or the Investors are givenwritten notice that the Fair Market Value of an Unvested Share was finallydetermined to be an amount at least 20% greater than the per share repurchaseprice for Unvested Shares set forth in the Repurchase Notice or in theSupplemental 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, exceptpursuant to (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 Executive 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 byExecutive, Ian Pearlstein Trust, Ivanna Pearlstein Trust and their PermittedTransferees after the date hereof pursuant to this clause (ii); providedthat any in-kind distributions of shares of Common Stock by the Investors totheir limited partners shall be deemed to be a Public Sale for purposes of thisSection 4(b)(ii); provided further that the restrictionscontained in this Section 4 will continue to be applicable to theSecurities after any Transfer of the type referred to in clause (i) aboveand 

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## the transferees of such Securities must agree inwriting to 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 willdeliver a written notice (a “Transfer Notice”) to the Company.  In the case of a Transfer pursuant to clause(i) hereof, the Transfer Notice will disclose in reasonable detail theidentity of the Permitted Transferee(s).

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## (c)           Termination of Restrictions.  The restrictions set forth in this Section 4will continue with respect to each share of Securities until the earlier of (i) thedate on 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 WERE ORIGINALLYISSUED AS OF MAY 10, 2007, HAVE NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD ORTRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACTOR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TOADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAINOTHER AGREEMENTS SET FORTH IN AN AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTAMONG THE COMPANY AND AN EXECUTIVE OF THE COMPANY AND OTHER PARTIES, DATED ASOF JANUARY 28, 2008, AS AMENDED.  A COPYOF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’SPRINCIPAL PLACE 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 notice atleast 10 days prior to such transfer describing in reasonable detail theproposed Transfer, and, if requested by the Company prior to such Transfer, anopinion of counsel (reasonably acceptable in form and substance to the Company)that neither registration nor qualification under the Securities Act andapplicable state securities laws is required in connection with suchtransfer.  In addition, if the holder ofthe Securities delivers to the Company an opinion of counsel that no subsequentTransfer of such Securities shall require registration under the SecuritiesAct, the Company shall promptly upon such contemplated Transfer deliver newcertificates for such Securities that do not bear the Securities Act portion ofthe legend set forth in Section 5(a).  If the Company is not required to deliver newcertificates for such Securities not bearing such legend, the holder 

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## thereof shall not Transfer the same until the prospective transfereehas confirmed to the Company in writing its agreement to be bound by theconditions contained in this Section 5.

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# 6.             Definitions.

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“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.

 

“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 suchSecurities as determined in good faith by the Board.  If Purchaser reasonably disagrees with suchdetermination, Purchaser shall deliver to the Board a written notice ofobjection within ten days after delivery of the Repurchase Notice (or if noRepurchase Notice is delivered, then within ten days after delivery of theSupplemental Repurchase Notice).  Uponreceipt of Purchaser’s written notice of objection, the Board and Purchaser willnegotiate in good faith to agree on such Fair Market Value.  If such agreement is not reached within 30days after the delivery of the Repurchase Notice (or if no Repurchase Notice isdelivered, then within 30 days after the delivery of the SupplementalRepurchase Notice), Fair Market Value shall be determined by an appraiserjointly selected by the Board and Purchaser, which appraiser shall submit tothe Board 

 

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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.  The determinationof such appraiser as to Fair Market Value shall be final and binding upon allparties.

 

“Family Group” means a Person’s spouse,brothers or sisters, antecedents, descendants (whether natural or adopted) andthe brothers or sisters, antecedents and descendants (whether natural oradopted) of such Person’s spouse, and any trust, family limited partnership,limited liability company or other entity wholly owned, directly or indirectly,by such Person or such Person’s spouse, brothers or sisters, antecedents and/ordescendants or the brothers or sisters, antecedents and/or descendants of suchPerson’s spouse, that is and remains solely for the benefit of such Personand/or such Person’s spouse, brothers or sisters, antecedents and/ordescendants or the brothers or sisters, antecedents and/or descendants or suchPerson’s spouse, 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.

 

“Investor Purchase Agreement” means the Amendedand Restated Securities Agreement, dated as of May 10, 2007, among theCompany and the Investors, as amended from time to time pursuant to its terms.

 

“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.

 

 

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“Majority Holders” means the holders of amajority of the Investor Securities (as defined in the Investor PurchaseAgreement).

 

“Original Cost” means $0.30 per share (asproportionately adjusted for all share splits, share 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).

 

“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.

 

“RSU Vested Ratio” means, as of a given date,the quotient of (a) the number of RSUs that have vested (pursuant to theRSU Agreement or hereunder) as of such date, divided by (b) the totalnumber of RSUs granted under the RSU Agreement.

 

“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, securityholderor voting agreement, proxy, power of attorney or otherwise) or (ii) all orsubstantially all of the Company’s assets determined on a consolidated basis; providedthat a Public Offering shall not constitute a Sale of the 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 ashare split, share 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.

 

 

11

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“Separation” means Purchaser ceasing to beemployed by the Company, Solera, Inc. or any of their respectiveSubsidiaries for any reason.

 

“Solera Employment Agreement” means theEmployment Agreement, dated as of April 13, 2006, among Solera LLC, Solera, Inc.and Purchaser, as amended from time to time pursuant to its terms.

 

“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 (otherthan a 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.

 

“Total Share Number” means, as of a given date,1,036,716 plus the aggregate number of shares of Common Stock issued as of suchdate with respect to RSUs that have vested.

 

“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).

 

“Vested Ratio” means, as of a given date, thequotient of (a) the number of Vested Carried Shares as of such date,divided by (b) 785,535.  For the purposesof determining the Vested Ratio, the number of Vested Carried Shares shallinclude all such shares, without duplication, (x) held on such date byExecutive, Ian Pearlstein Trust, Ivanna Pearlstein Trust or any PermittedTransferee or (y) transferred on or prior to such date by Executive or aPermitted Transferee in a Public Sale or otherwise.

 

# 7.             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 

#  

# 12

# 

# same day) if telecopied before 5:00 p.m. Chicago, Illinois time ona business day, and otherwise on the next business day.  Such notices, demands and othercommunications shall be sent to the parties at the addresses indicated below:

#  

|   | 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 |
|   |                                                               |                                     |
|   |                                                               | 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,  Ian Pearlstein Trust or Ivanna Pearlstein Trust: |
|   |                                                               |                                     |
|   |                                                               | Jack Pearlstein                          |
|   |                                                               | 5122 Warren Place, NW                    |
|   |                                                               | Washington, DC 20016                     |
|   |                                                               | Facsimile:                               | (925) 866-3491 |
|   |                                                               |                                     |
|   | 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 |
|        |                                                                    |                                          |  |  |  |  |  |  |  |  |  |

 

 

13

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|   |   | 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.

 

# 8.             GeneralProvisions.

#  

## (a)           Transfersin Violation of Agreement.  AnyTransfer or attempted Transfer of any Securities in violation of any provisionof this Agreement shall be void, and the Company shall not record such Transferon its books or treat any purported transferee of such Securities as the ownerof such equity 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 Prior Purchase Agreement is amended, restated and superseded by thisAgreement in its entirety; provided that, notwithstanding the foregoing oranything else to the contrary in this Agreement, nothing herein shall relieveany party from any liability for any breach prior to the date hereof of thePrior Purchase Agreement and any provision so breached shall not be supersededby this Agreement for purposes of actions taken in connection with such breachand liabilities related thereto and the rights of the parties hereto under Section 1(d) ofthe Prior Purchase Agreement shall survive this amendment and restatement.  This Agreement, the RSU Agreement, the SoleraEmployment Agreement and those documents expressly referred to herein embodythe complete agreement and understanding among the parties and supersede andpreempt any prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way.

##  

## (d)           NoStrict Construction.  The languageused in this Agreement shall be deemed to be the language chosen by the partieshereto to express their mutual intent, and no rule of strict constructionshall be applied against any party.

##  

## (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.

##  

##  

## 14

## 

## (f)            Successorsand Assigns.  Except as otherwiseprovided herein, this Agreement shall bind and inure to the benefit of and beenforceable by Purchaser, Ian Pearlstein Trust, Ivanna Pearlstein Trust, theCompany, Solera, Inc., the Investors and their respective successors andassigns (including subsequent holders of Securities); provided that therights and obligations of Purchaser under this Agreement shall not beassignable except in connection with a permitted transfer of Securitieshereunder.

##  

## (g)           Choiceof Law.  The law of the State ofDelaware will govern all questions concerning the relative rights of theCompany, Solera, Inc. and its securityholders.  All other questions concerning theconstruction, validity and interpretation of this Agreement and the exhibitshereto will be governed by and construed in accordance with the internal lawsof the State of Delaware, without giving effect to any choice of law orconflict of law provision or rule (whether of the State of Delaware or anyother jurisdiction) that would cause the application of the laws of anyjurisdiction other than the State of Delaware.

##  

## (h)           MUTUALWAIVER OF JURY TRIAL**.**  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)            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 toenforce or prevent any violations of the provisions of this Agreement.

##  

## (j)            Amendmentand Waiver.  The provisions of thisAgreement may be amended and waived only with the prior written consent of theCompany, Solera, Inc., Purchaser and the Majority Holders.

##  

## (k)           BusinessDays.  If any time period for givingnotice or taking action hereunder expires on a day which is a Saturday, Sundayor holiday in the state in which the 

##  

## 15

## 

## Company’s chief executive office is located, the time period shall beautomatically extended to the business day immediately following such Saturday,Sunday or holiday.

##  

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

##  

## (m)  Adjustments of Numbers. All numbers set forth herein that refer to prices or amounts will beappropriately adjusted to reflect stock splits, stock dividends, combinationsof shares and other recapitalizations affecting the subject class of equitythat occur after the date hereof.

##  

## (n)   Deemed Transfer of Securities. If the Company (and/or the Investors and/or any other Person acquiringsecurities) shall make available, at the time and place and in the amount andform provided in this Agreement, the consideration for the Securities to berepurchased in accordance with the provisions of this Agreement, then from andafter such time, the Person from whom such shares are to be repurchased shallno longer have any rights as a holder of such shares (other than the right toreceive payment of such consideration in accordance with this Agreement), andsuch shares shall be deemed purchased in accordance with the applicableprovisions hereof and the Company (and/or the Investors and/or any other Personacquiring securities) shall be deemed the owner and holder of such shares ,whether or not the certificates therefor have been delivered as required bythis Agreement.

##  

## (o)   No Pledge or Security Interest. The purpose of the Company’s retention of Purchaser’s certificates andexecuted security powers is solely to facilitate the provisions set forth in Section 3herein and does not by itself constitute a pledge by Purchaser of, or thegranting of a security interest in, the underlying equity.

##  

## (p)   Rights Granted to GTCR and its Affiliates. Any rights granted to GTCR I, GTCR II or their Affiliates hereunder mayalso be exercised (in whole or in part) by their designees.

##  

## (q)           Deliveryby Facsimile.  This Agreement, theagreements referred to herein, and each other agreement or instrument enteredinto in connection herewith or therewith or contemplated hereby or thereby, andany amendments hereto or thereto, to the extent signed and delivered by meansof a facsimile machine, shall be treated in all manner and respects as anoriginal agreement or instrument and shall be considered to have the samebinding legal effect as if it were the original signed version thereofdelivered in person.  At the request ofany party hereto or to any such agreement or instrument, each other partyhereto or thereto shall reexecute original forms thereof and deliver them toall other parties.  No party hereto or toany such agreement or instrument shall raise the use of a facsimile machine todeliver a signature or the fact that any signature or agreement or instrumentwas transmitted or communicated through the use of a facsimile machine as adefense to the formation or enforceability of a contract and each such partyforever waives any such defense.

##  

## (r)            DeemedSenior Management Agreement. Notwithstanding anything in the Investor Purchase Agreement or theRegistration Agreement to the contrary, this Agreement shall be deemed to be a “SeniorManagement Agreement” for the purposes of such agreements.

##  

## 16

## 

*     *    *     *     *

 

 

17

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IN WITNESS WHEREOF, the parties hereto have executedthis Amended and Restated Securities Purchase Agreement on the date first abovewritten.

 
|       | **SOLERA  HOLDINGS, INC.**           |            |
|------------|--------------------------------------|-----------------|
|       |                                 |            |
|       | By:                                  | /s/ Tony Aquila |   |
|       | Name:                                |            |
|       | Its:                                 |            |
|       |                                 |            |
|       |                                 |            |
|       |                                 |            |
|       |  /s/ Jack Pearlstein            |            |
|       | **JACK  PEARLSTEIN**                 |            |
|       |                                 |            |
|       |                                 |            |
|       |                                 |            |
| ** ** | **IAN Z.  PEARLSTEIN 2001 TRUST**    |
|       |                                 |            |
|       | By:                                  | /s/ Bruce Levin |   |
|       | Name:                                | Bruce S. Levin  |
|       | Its:                                 | Trustee         |
|       |                                 |            |
|       |                                 |            |
|       |                                 |            |
|       | **IVANNA  V. PEARLSTEIN 2001 TRUST** |
|       |                                 |            |
|       | By:                                  | /s/ Bruce Levin |   |
|       | Name:                                | Bruce S. Levin  |
|       | Its:                                 | Trustee         |
|            |                                      |                 |  |  |  |  |  |  |

 

 

Signature Page toAmended and Restated Securities Purchase Agreement of Jack Pearlstein

18

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| Agreed and Accepted:    |                           |
|-------------------------|--------------------------------|
| 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/ Phillip A. Canfield        |   |
| Name:                   |                           |   |
| 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/ Phillip A. Canfield        |   |
| Name:                   |                           |   |
| Its:                    | Principal                      |   |
|                    |                           |   |
| GTCR CO-INVEST II, L.P. |                           |
|                    |                           |   |
| By:                     | GTCR Golder Rauner II,  L.L.C. |   |
| Its:                    | General Partner                |   |
|                    |                           |   |
| By:                     | /s/ Phillip A. Canfield        |   |
| Name:                   |                           |   |
| Its:                    | Principal                      |   |
|                    |                           |   |
|                         |                                |  |  |  |  |

 

Signature Page toAmended and Restated Securities Purchase Agreement of Jack Pearlstein

 

19

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**EXHIBIT A**

 

**ASSIGNMENT SEPARATE FROMCERTIFICATE**

 

FOR VALUE RECEIVED, Jack Pearlsteindoes hereby sell, assign and transfer unto                              ,a                                   ,                shares of the 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 AMENDED ANDRESTATED SECURITIES PURCHASE AGREEMENT BY AND AMONG THE COMPANY AND THEUNDERSIGNED AND THE OTHER PARTIES THERETO DATED AS OF JANUARY 28, 2008, ASAMENDED.

 
|   |   |   |   |            |
|--------|--------|--------|--------|-----------------|
| Dated: |   |   |   |            |
|   |   |   |   | Jack Pearlstein |

----

 

**EXHIBIT B**

 

**SPOUSALCONSENT**

 

The undersigned spouse of Purchaser herebyacknowledges that I have read the foregoing Amended and Restated SecuritiesPurchase Agreement, dated as of January 28, 2008, and the RegistrationAgreement referred to therein and that I understand their contents.  I am aware that the foregoing Amended andRestated Securities Purchase Agreement provides for the sale or repurchase ofmy spouse’s Securities under certain circumstances and/or imposes otherrestrictions on such securities (including, without limitation, restrictions ontransfer).  I agree that my spouse’sinterest in these securities is subject to these restrictions and any interestthat I may have in such securities shall be irrevocably bound by theseagreements and further, that my community property interest, if any, shall besimilarly bound by these agreements.

 
|   |                | Date: January 28,  2008 |
|--------|---------------------|------------------------------|
|   |                |                         |
|   | Spouse’s Name: |                         |   |
|   |                |                         |
|   |                | Date: January 28,  2008 |
|   |                |                         |
|   | Witness’ Name: |                         |   |
|        |                     |                              |  |  |  |

 

----