SENIOR MANAGEMENT AGREEMENT



 EXHIBIT 10.41 
  
 Execution Copy 
  
 SENIOR MANAGEMENT AGREEMENT 
  
 THIS SENIOR MANAGEMENT AGREEMENT (this “Agreement”) is made as of August 14, 2003, by and among TSI Telecommunication Holdings, LLC, a
Delaware limited liability company (the “Company”), TSI Telecommunication Services Inc., a Delaware corporation (“Employer”), and Paul Corrao (“Executive”). 
  
 The Company and Executive desire to enter into an agreement pursuant to which
Executive will purchase from the Company, and the Company will sell 270,270.27 of the Company’s Common Units (the “Common Units”). The Common Units acquired by Executive pursuant to Section 1(a) of this Agreement are
referred to herein as “Carried Units”. Certain definitions are set forth in Section 9 of this Agreement. 
  
 Certain provisions of this Agreement are intended for the benefit of, and will be enforceable by GTCR Fund VII, L.P., a Delaware limited partnership
(“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Co-Invest, L.P., a Delaware limited partnership (“GTCR Co-Invest”, together with GTCR Fund VII,
GTCR Fund VII/A and any other investment fund managed by GTCR Golder Rauner, L.L.C., each an “Investor” and collectively, the “Investors”). 
  
 Employer desires to employ Executive on the terms and conditions set forth herein, and Executive is willing to accept such
employment on such terms and conditions. 
  
 NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows: 
  
 PROVISIONS RELATING TO CARRIED UNITS 
  
 1. Purchase and Sale of Carried Units. 
  
 (a) Upon execution of this Agreement, Executive will purchase, and the
Company will sell, 270,270.27 Common Units at a price of $0.0333 per unit. The Company will deliver to Executive copies of the certificates representing such Common Units, and Executive will deliver to the Company a cashier’s or certified check
or wire transfer of immediately available funds in an aggregate amount of $9,000.00 as payment for such Common Units. Executive shall also execute and deliver to the Company the Joinder Agreements (attached hereto as Exhibit C) with respect
to each of the LLC Agreement, the Securityholders Agreement, and the Registration Agreement dated February 14, 2002, by and among the Company and the other parties thereto. 
  
 (b) Within 30 days after the purchase of the Carried Units hereunder, Executive will make an effective election with the
Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit A attached hereto. 







 (c) Until the occurrence of a Sale of the Company, any certificates evidencing Carried Units shall be
held by the Company for the benefit of Executive and the other holder(s) of Carried Units. Upon the occurrence of a Sale of the Company, the Company will return any such certificates for the Carried Units to the record holders thereof. Upon the
occurrence of a Public Offering, the Company will return to the record holders thereof any certificates representing Vested Units. 
  
 (d) In connection with the purchase and sale of the Carried Units, Executive represents and warrants to the Company that: 
  
 (i) The Carried Units to be acquired by Executive pursuant
to this Agreement will be acquired for Executive’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Carried Units will not be disposed
of in contravention of the Securities Act or any applicable state securities laws. 
  
 (ii) Executive is an executive officer of the Employer or a Subsidiary, is sophisticated in financial matters and is able to evaluate the
risks and benefits of the investment in the Carried Units. 
  
 (iii) Executive is able to bear the economic risk of her investment in the Carried Units for an indefinite period of time because the Carried Units have not been registered under the Securities Act and, therefore,
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. 
  
 (iv) Executive has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of Carried
Units and has had full access to such other information concerning the Company as she has requested. 
  
 (v) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable in accordance with its terms, and the
execution, delivery and performance of this Agreement by Executive does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which
Executive is subject. 
  
 (vi) Executive is a
resident of the State of Florida. 
  
 (e) As an inducement to the
Company to issue the Carried Units to Executive, and as a condition thereto, Executive acknowledges and agrees that neither the issuance of the Carried Units to Executive nor any provision contained herein shall entitle Executive to remain in the
employment of the Company, Employer or their respective Subsidiaries or affect the right of the Company, Employer or their respective Subsidiaries to terminate Executive’s employment at any time for any reason. 
  
 (f) Concurrently with the execution of this Agreement, Executive shall
execute in blank ten security transfer powers in the form of Exhibit B attached hereto (the 
  

 2 








 
“Security Powers”) with respect to the Carried Units and shall deliver such Security Powers to the Company. The Security Powers shall
authorize the Company to assign, transfer and deliver the Carried Units to the appropriate acquiror thereof pursuant to Section 3 below and Section 6 of the Securityholders Agreement and under no other circumstances. 
  
 (g) Executive is neither a party to, nor bound by, any other employment
agreement, consulting agreement, noncompete agreement, nonsolicitation agreement or confidentiality agreement. 
  
 2. Vesting of Carried Units. 
  
 (a) The Carried Units shall be subject to vesting in the manner specified in this Section 2. Except as otherwise provided in Section 2(b)
below, 5% of the Carried Units will become vested on each Quarter Date such that on August 14, 2008 the Carried Units will be 100% vested, in each case, however, if and only if as of each such Quarter Date Executive has been continuously employed by
the Company, Employer or any of their respective Subsidiaries from the date of this Agreement through and including such Quarter Date. 
  
 (b) Upon the occurrence of a Sale of the Company, all Carried Units that have not yet become vested shall become vested at the time of such event, if as
of the date of such event Executive is still employed by the Company, Employer or any of their respective Subsidiaries. Carried Units that have become vested are referred to herein as “Vested Units.” All Carried Units that have not
vested are referred to herein as “Unvested Units.” 
  
 3. Repurchase Option. 
  
 (a) In the event
Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Carried Units (whether held by Executive or one or more of Executive’s transferees, other than the
Company and the Investors) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its
repurchase rights set forth in this Section 3 to any Person; provided that the Company may not assign to any Person its right to pay any portion of the Repurchase Price for Carried Units repurchased hereunder in the form of Class A
Preferred, as set forth in Section 3(e). 
  
 (b) In the
event of a Separation: (i) the purchase price for each Unvested Unit will be the lesser of (A) Executive’s Original Cost for such Unit and (B) the Fair Market Value of such Unit as of the date of Separation; and (ii) the purchase price for each
Vested Unit will be the Fair Market Value of such unit as of the date of the Separation. 
  
 (c) The Board may elect to purchase all or any portion of the Unvested Units or the Vested Units by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Carried Units
within one year after the Separation. The Repurchase Notice will set forth the number of Unvested Units and Vested Units to be acquired from each holder, the aggregate consideration to be paid for such units and the time and place for the closing of
the transaction. The number of Carried Units to be repurchased by the Company shall first be satisfied to the extent possible from the Carried Units held by Executive at the time of delivery 
  

 3 








 
of the Repurchase Notice. If the number of Carried Units then held by Executive is less than the total number of Carried Units which the Company has elected
to purchase, the Company shall purchase the remaining Carried Units elected to be purchased from the other holder(s) of Carried Units under this Agreement, pro rata according to the number of Carried Units held by such other holder(s) at the time of
delivery of such Repurchase Notice (determined as nearly as practicable to the nearest unit). The number of Unvested Units and Vested Units to be repurchased hereunder will be allocated among Executive and the other holders of Carried Units (if any)
pro rata according to the number of Carried Units to be purchased from such Person. 
  
 (d) If for any reason the Company does not elect to purchase all of the Carried Units pursuant to the Repurchase Option, the Investors shall be entitled to exercise the Repurchase Option for all or any portion of the
Carried Units the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there will be Available Units, but in any event within ten months after the Separation, the
Company shall give written notice (the “Option Notice”) to the Investors setting forth the number of Available Units and the purchase price for the Available Units. The Investors may elect to purchase any or all of the Available
Units by giving written notice to the Company within one month after the Option Notice has been given by the Company. If the Investors elect to purchase an aggregate number greater than the number of Available Units, the Available Units shall be
allocated among the Investors based upon the number of Common Units owned by each Investor. As soon as practicable, and in any event within ten days after the expiration of the one-month period set forth above, the Company shall notify each holder
of Carried Units as to the number of units being purchased from such holder by the Investors (the “Supplemental Repurchase Notice”). At the time the Company delivers the Supplemental Repurchase Notice to the holder(s) of Carried
Units, the Company shall also deliver written notice to each Investor setting forth the number of units such Investor is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. The number of
Unvested Units and Vested Units to be repurchased hereunder shall be allocated among the Company and the Investors pro rata according to the number of Carried Units to be purchased by each of them. 
  
 (e) The closing of the purchase of the Carried Units pursuant to the
Repurchase Option shall take place on the date designated by the Company in the Repurchase Notice or Supplemental Repurchase Notice, which date shall not be more than one month nor less than five days after the delivery of the later of either such
notice to be delivered. The Company will pay for the Carried Units to be purchased by it pursuant to the Repurchase Option by first offsetting amounts outstanding under any bona fide debts owed by Executive to the Company and will pay the remainder
of the purchase price by, at its option, (A) a check or wire transfer of funds, (B) issuing in exchange for such securities a number of the Company’s Class A Preferred (having the rights and preferences set forth in the LLC Agreement) equal to
(x) the aggregate portion of the repurchase price for such Carried Units to be paid by the issuance of Class A Preferred divided by (y) 1,000, and for purposes of the LLC Agreement each such Class A Preferred unit shall as of its issuance be deemed
to have Capital Contributions (as defined in the LLC Agreement) made with respect to such Class A Preferred unit equal to $1,000, or (C) any combination of (A) and (B) as the Board may elect in its discretion. Each Investor will pay for the Carried
Units purchased by it by a check or wire transfer of funds. The Company and the Investors will be entitled to receive customary representations and warranties from the sellers regarding such sale and to require that all sellers’ signatures be
guaranteed. 
  

 4 








 By way of example only for the purpose of clarifying the mechanics of Section 3(e)(B), if the
Company intends to repurchase 45,045 Carried Units by issuance of Class A Preferred and the aggregate repurchase price determined in accordance with this Section 3 is $1,500, then the Company would issue to Executive 1.5 units of Class A
Preferred and for purposes of the LLC Agreement the whole unit of Class A Preferred issued to Executive would as of its issuance be deemed to have Capital Contributions made for such Class A Preferred of $1,000 and the Capital Contributions made for
the one-half unit of Class A Preferred would be $500. 
  
 (f)
Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Carried Units by the Company pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Delaware Limited Liability Company
Act, the Delaware General Corporation Law or such other governing corporate law, and in the Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Carried Units
hereunder which the Company is otherwise entitled to make or (ii) dividends or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchases, then the Company may make such repurchases as soon as it is permitted to
make repurchases or receive funds from Subsidiaries under such restrictions. 
  
 (g) Notwithstanding anything to the contrary contained in this Agreement, if the Fair Market Value of the Carried Units is finally determined to be an amount at least 10% greater than the per unit repurchase price for
such Carried Units in the Repurchase Notice or in the Supplemental Repurchase Notice, each of the Company and the Investors shall have the right to revoke its exercise of the Repurchase Option for all or any portion of the Carried Units elected to
be repurchased by it by delivering notice of such revocation in writing to the holders of Carried Units during the thirty-day period beginning on the date that the Company and/or the Investors are given written notice that the Fair Market Value of
Carried Units was finally determined to be an amount at least 10% greater than the per unit repurchase price for Carried Units set forth in the Repurchase Notice or in the Supplemental Repurchase Notice. 
  
 (h) The provisions of this Section 3 shall terminate with respect to
Vested Units upon the first to occur of the consummation of a Public Offering and the consummation of a Sale of the Company. 
  
 4. Restrictions on Transfer of Carried Units. 
  
 (a) Transfer of Carried Units. The holders of Carried Units shall not Transfer any interest in any Carried Units, except pursuant to (i) the
provisions of Section 3 hereof, (ii) the provisions of Section 3 of the Securityholders Agreement (a “Participating Sale”), (iii) an “Approved Sale” (as defined in Section 6 of the
Securityholders Agreement), or (iv) the provisions of Section 4(b) below. 
  
 (b) Certain Permitted Transfers. The restrictions in this Section 4 will not apply with respect to any Transfer of Carried Units made (i) pursuant to applicable laws of descent and distribution or to
such Person’s legal guardian in the case of any mental incapacity or among such Person’s Family Group, or (ii) at such time as the Investors sell Common Units in a Public Sale, but in the case of this clause (ii) only an amount of
units (the “Transfer Amount”) 
  

 5 








 
equal to the lesser of (A) the number of Vested Units owned by Executive and (B) the number of Common Units owned by Executive multiplied by a fraction (the
“Transfer Fraction”), the numerator of which is the number of Common Units sold by the Investors in such Public Sale and the denominator of which is the total number of Common Units held by the Investors prior to the Public Sale;
provided that, if at the time of a Public Sale of units by the Investors, Executive chooses not to Transfer the Transfer Amount, Executive shall retain the right to Transfer an amount of Common Units at a future date equal to the lesser of
(x) the number of Vested Units owned by Executive at such future date and (y) the number of Common Units owned by Executive at such future date multiplied by the Transfer Fraction; provided further that the restrictions contained in this
Section 4 will continue to be applicable to the Carried Units after any Transfer of the type referred to in clause (i) above and the transferees of such Carried Units must agree in writing to be bound by the provisions of this Agreement. Any
transferee of Carried Units pursuant to a Transfer in accordance with the provisions of this Section 4(b)(i) is herein referred to as a “Permitted Transferee.” Upon the Transfer of Carried Units pursuant to this Section
4(b), the transferring holder of Carried Units will deliver 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
the identity of the Permitted Transferee(s). 
  
 (c)
Termination of Restrictions. The restrictions set forth in this Section 4 will continue with respect to each unit of Carried Units until the earlier of (i) the date on which such Carried Units have been transferred in a Public Sale
permitted by this Section 4, or (ii) the consummation of an Approved Sale. 
  
 5. Additional Restrictions on Transfer of Carried Units. 
  
 (a) Legend. The certificates representing the Carried Units will bear a legend in substantially the following form: 
  
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED
AS OF AUGUST 14, 2003, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM
REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN A SENIOR MANAGEMENT AGREEMENT BETWEEN THE COMPANY
AND AN EXECUTIVE OF THE COMPANY DATED AS OF AUGUST 14, 2003. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” 
  
 (b) Opinion of Counsel. No holder of Carried Units may Transfer any
Carried Units (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company a written notice describing in reasonable detail the proposed Transfer, together with an opinion of counsel
(reasonably acceptable in form and substance to 

  

 6 








 
the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such
transfer. In addition, if the holder of the Carried Units delivers to the Company an opinion of counsel that no subsequent Transfer of such Carried Units shall require registration under the Securities Act, the Company shall promptly upon such
contemplated Transfer deliver new certificates for such Carried Units which do not bear the Securities Act portion of the legend set forth in Section 5(a). If the Company is not required to deliver new certificates for such Carried Units not
bearing such legend, the holder thereof shall not Transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 5. 
  
 PROVISIONS RELATING TO EMPLOYMENT 
  
 6. Employment. Employer agrees to employ Executive and Executive
accepts such employment for the period beginning as of the date hereof and ending upon her separation pursuant to Section 6(c) hereof (the “Employment Period”). 
  
 (a) Position and Duties. 
  
 (i) During the Employment Period, Executive shall serve as the Vice President – Business Development of Employer and its Subsidiaries
and shall have the normal duties, responsibilities and authority implied by such position, subject to the power of the Chief Executive Officer and the Board to expand or limit such duties, responsibilities and authority and to override actions of
Executive. 
  
 (ii) Executive shall report to the
Chief Executive Officer and/or the President of Employer and Executive shall devote her best efforts and her full business time and attention to the business and affairs of the Company, Employer and their Subsidiaries. 
  
 (b) Salary, Bonus and Benefits. During the Employment Period, Employer
will pay Executive a base salary (the “Annual Base Salary”) of $160,000 per annum, subject to any increases as determined by the Board based upon the Company’s achievements of budgetary and other objectives set by the Board.
For any fiscal year, Executive shall be eligible for an annual bonus of up to 50% of the Executive’s then applicable Annual Base Salary based upon the achievement by the Company, Employer and their Subsidiaries of budgetary and other objectives
set by the Board; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date of this Agreement. In
addition, during the Employment Period, Executive will be entitled to such other benefits approved by the Board and made available to the senior management of the Company, Employer and their Subsidiaries. 
  
 (c) Separation. The Employment Period will continue until
Executive’s resignation, disability (as determined by the Board in its good faith judgment) or death or until the Employer decides to terminate Executive’s employment with or without Cause. If Executive’s employment is terminated by
Employer without Cause, during the six-month period commencing on the date of termination (the “Initial Severance Period”), Employer shall pay to Executive each month during the Initial Severance Period an aggregate amount equal to
1/12th of 
  

 7 








 
her Annual Base Salary in effect as of the end of the Employment Period, payable in equal installments on the Employer’s regular salary payment dates.
Employer may (in its sole discretion) elect to extend the Initial Severance Period for up to three additional six-month periods (each an “Additional Severance Period”) by providing Executive written notice of such extension no less
than 60 days prior to the last day of the Initial Severance Period or the then effective Additional Severance Period and paying Executive during each month of any such Additional Severance Period an additional amount equal to 1/12th of her Annual Base Salary, payable in equal installments on the Employer’s regular salary payment dates. (The Initial
Severance Period and all applicable Additional Severance Periods are collectively referred to herein as the “Severance Period”). The amounts payable pursuant to this Section 6(c) shall be reduced by the amount of any
compensation Executive earns or receives with respect to any other employment during the period in which she is receiving severance. Upon request from time to time, Executive shall furnish Employer with a true and complete certificate specifying any
such compensation earned or received by him while receiving any severance payments from Employer. 
  
 7. Confidential Information. 
  
 (a) Obligation to Maintain Confidentiality. Executive acknowledges that the information, observations and data obtained by him during the course of
her performance under this Agreement concerning the business and affairs of the Company, Employer and their respective Subsidiaries and Affiliates are the property of the Company, Employer or such Subsidiaries and Affiliates, including information
concerning acquisition opportunities in or reasonably related to the Company’s and Employer’s and their respective Subsidiaries’ business or industry of which Executive becomes aware during the Employment Period. Therefore, Executive
agrees that she will not disclose to any unauthorized Person or use for her own account any of such information, observations or data without the Board’s prior written consent, unless and to the extent that the aforementioned matters become
generally known to and available for use by the public other than as a result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at a Separation, or at any other time the Company may request in writing, all
memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the business of the Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all acquisition prospects, lists
and contact information) which she may then possess or have under her control. 
  
 (b) Ownership of Property. Executive acknowledges that all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related
information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective Subsidiaries’ or Affiliates’ actual or anticipated business, research and development, or existing or future products or
services and that are conceived, developed, contributed to, made, or reduced to practice by Executive (either solely or jointly with others) while employed by the Company, Employer or any of their respective Subsidiaries or Affiliates (including any
of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company, Employer or such Subsidiary or Affiliate and Executive hereby assigns, and agrees to assign, all of the above Work
Product to the Company, Employer or to such Subsidiary or Affiliate. Any copyrightable work prepared in whole or in part by Executive in the course of her work for any of the foregoing 
  

 8 








 
entities shall be deemed a “work made for hire” under the copyright laws, and the Company, Employer or such Subsidiary or Affiliate shall own all
rights therein. To the extent that any such copyrightable work is not a “work made for hire,” Executive hereby assigns and agrees to assign to the Company, Employer or such Subsidiary or Affiliate all right, title, and interest, including
without limitation, copyright in and to such copyrightable work. Executive shall promptly disclose such Work Product and copyrightable work to the Board and perform all actions reasonably requested by the Board (whether during or after the
Employment Period) to establish and confirm the Company’s, Employer’s or such Subsidiary’s or Affiliate’s ownership (including, without limitation, assignments, consents, powers of attorney, and other instruments). 
  
 (c) Third Party Information. Executive understands that the Company,
Employer and their respective Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s, Employer’s and their
respective Subsidiaries’ and Affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions
of Section 7(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company, Employer or their respective Subsidiaries or Affiliates who need to know such
information in connection with their work for the Company, Employer or their respective Subsidiaries or Affiliates) or use, except in connection with her work for the Company, Employer or their respective Subsidiaries or Affiliates, Third Party
Information unless expressly authorized by a member of the Board in writing. 
  
 (d) Use of Information of Prior Employers. During the Employment Period, Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other
Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company, Employer or any of their respective Subsidiaries or Affiliates any unpublished documents or any property belonging to any former
employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or Person. Executive will use in the performance of her duties only information which is (i) generally known
and used by Persons with training and experience comparable to Executive’s and that is (x) common knowledge in the industry or (y) is otherwise legally in the public domain, (ii) is otherwise provided or developed by the Company, Employer or
any of their respective Subsidiaries or Affiliates or (iii) in the case of materials, property or information belonging to any former employer or other Person to whom Executive has an obligation of confidentiality, approved for such use in writing
by such former employer or Person. 
  
 8. Noncompetition and
Nonsolicitation. Executive acknowledges that in the course of her employment with Employer she will become familiar with the Company’s, Employer’s and their respective Subsidiaries’ trade secrets and with other confidential
information concerning the Company, Employer and such Subsidiaries and that her services will be of special, unique and extraordinary value to the Company and Employer and such Subsidiaries. Therefore, Executive agrees that: 
  
 (a) Noncompetition. During the Employment Period and (i) in the event
of a 
  

 9 








 
termination of Executive’s employment by Employer without Cause, the Severance Period or (ii) in the event of a termination of Executive’s
employment for any other reason, for a period of two years thereafter (collectively, the “Noncompete Period”), she shall not, anywhere in the world, directly or indirectly own, manage, control, participate in, consult with, render
services for, or in any manner engage in any business relating to the provision of interoperability solutions, clearing and settlement services, software and network services and related services to telecommunications companies and other third
parties that compete with the businesses of the Company, Employer or their respective Subsidiaries or any business in which the Company, Employer or any of their respective Subsidiaries has entertained discussions or has requested and received
information relating to the acquisition of such business by the Company, Employer or their respective Subsidiaries prior to the Separation; provided, however, that the Executive may own up to 1% of any class of an issuer’s publicly
traded securities. 
  
 (b) Nonsolicitation. During the
Noncompete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company, Employer or their respective Subsidiaries to leave the employ of the Company, Employer or such
Subsidiary, or in any way interfere with the relationship between the Company, Employer and any of their respective Subsidiaries and any employee thereof, (ii) hire any person who was an employee of the Company, Employer or any of their respective
Subsidiaries within one year prior to the time such employee was hired by Executive, (iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Company, Employer or any of their respective Subsidiaries to
cease doing business with the Company, Employer or such Subsidiary or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company and any Subsidiary or (iv) directly or indirectly
acquire or attempt to acquire an interest in any business relating to the business of the Company, Employer or any of their respective Subsidiaries and with which the Company, Employer and any of their respective Subsidiaries has entertained
discussions or has requested and received information relating to the acquisition of such business by the Company, Employer or any of their respective Subsidiaries in the two-year period immediately preceding a Separation. 
  
 (c) Enforcement. If, at the time of enforcement of Section 7 or
this Section 8, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law. Because Executive’s services are unique and because
Executive has access to confidential information, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement, the Company,
Employer, their respective Subsidiaries or Affiliates or their successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or
other relief in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security). 
  
 (d) Additional Acknowledgments. Executive acknowledges that the provisions of this Section 8 are in consideration of: (i) employment with
the Employer, (ii) the 

  

 10 








 
issuance of the Carried Units by the Company and (iii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive
agrees and acknowledges that the restrictions contained in Section 7 and this Section 8 do not preclude Executive from earning a livelihood, nor do they unreasonably impose limitations on Executive’s ability to earn a living. In
addition, Executive acknowledges (i) that the business of the Company, Employer and their respective Subsidiaries will be international in scope and without geographical limitation, (ii) notwithstanding the state of incorporation or principal office
of the Company, Employer or any of their respective Subsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company and Employer will have business activities and have valuable business
relationships within its industry throughout the world, and (iii) as part of her responsibilities, Executive will be traveling in furtherance of Employer’s business and its relationships. Executive agrees and acknowledges that the potential
harm to the Company and Employer and their respective Subsidiaries of the non-enforcement of Section 7 and this Section 8 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges
that she has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and
proprietary information of the Company and Employer now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time
period and geographical area. 
  
 GENERAL PROVISIONS 
  
 9. Definitions. 
  
 “Affiliate” means, (i) with respect to any Person, any
Person that controls, is controlled by or is under common control with such Person or an Affiliate of such Person, and (ii) with respect to any Investor, any general or limited partner of such Investor, any employee or owner of any such partner, or
any other Person controlling, controlled by or under common control with such Investor. 
  
 “Board” means the Board of Managers of the Company. 
  
 “Class A Preferred” means the Class A Preferred Units as defined in the LLC Agreement. 
  
 “Carried Units” will continue to be Carried Units in the
hands of any holder other than Executive (except for the Company and the Investors and except for transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Carried Units will succeed to all rights and
obligations attributable to Executive as a holder of Carried Units hereunder. Carried Units will also include equity of the Company (or a corporate successor to the Company) issued with respect to Carried Units (i) by way of a unit split, unit
dividend, conversion, or other recapitalization (excluding any Class A Preferred issued herein) or (ii) by way of reorganization or recapitalization of the Company in connection with the incorporation of a corporate successor prior to a Public
Offering. Notwithstanding the foregoing, all Unvested Units shall remain Unvested Units after any Transfer thereof. 
  

 11 








 “Cause” means (i) the commission of a felony or a crime involving moral turpitude or the
commission of any other act or omission involving dishonesty or fraud with respect to the Company, Employer or any of their respective Subsidiaries or any of their customers or suppliers, (ii) conduct tending to bring the Company, Employer or any of
their respective Subsidiaries into substantial public disgrace or disrepute, (iii) substantial and repeated failure to perform duties of the office held by Executive as reasonably directed by the Board, (iv) gross negligence or willful misconduct
with respect to the Company, Employer or any of their respective Subsidiaries or (v) any breach of Sections 6(a)(ii), 7 or 8 of this Agreement. 
  
 “Fair Market Value” of Carried Units means the average of the closing prices of the sales of such Carried
Units on all securities exchanges on which such Carried Units may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day such Carried Units is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such Carried Units are not quoted in the NASDAQ System,
the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, in each such case averaged over a period of
21 days consisting of the day as of which the Fair Market Value is being determined and the 20 consecutive business days prior to such day. If at any time such Carried Units are not listed on any securities exchange or quoted in the NASDAQ System or
the over-the-counter market, the Fair Market Value will be the fair value of such Carried Units as determined in good faith by the Board. If Executive reasonably disagrees with such determination, Executive shall deliver to the Board a written
notice of objection within ten days after delivery of a Repurchase Notice (or if no Repurchase Notice is delivered, then within ten days after delivery of the Supplemental Repurchase Notice). Upon receipt of Executive’s written notice of
objection, the Board and Executive will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached within 30 days after the delivery of the Repurchase Notice (or if no Repurchase Notice is delivered, then within 30
days after the delivery of the Supplemental Repurchase Notice), Fair Market Value shall be determined by an appraiser jointly selected by the Board and Executive, which appraiser shall submit to the Board and Executive a report within 30 days of its
engagement setting forth such determination. If the parties are unable to agree on an appraiser within 45 days after delivery of the Repurchase Notice or the Supplemental Repurchase Notice, within seven days, each party shall submit the names of
four nationally recognized firms that are engaged in the business of valuing non-public securities, and each party shall be entitled to strike two names from the other party’s list of firms, and the appraiser shall be selected by lot from the
remaining four firms. The expenses of such appraiser shall be borne by Executive unless the appraiser’s valuation is more than 10% greater than the amount determined by the Board, in which case, the expenses of the appraiser shall be borne by
the Company. The determination of such appraiser as to Fair Market Value shall be final and binding upon all parties. 
  
 “Family Group” means, with respect to a Person who is an individual, such Person’s spouse and descendants (whether natural or
adopted), 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 and/or descendants that is and remains solely for the benefit of such
Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person. 
  

 12 








 “GAAP” means United States generally accepted accounting principles as in effect from
time to time. 
  
 “LLC Agreement” means the
Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms. 
  
 “Original Cost” means, with respect to each Common Unit purchased hereunder, $0.0333 (as proportionately adjusted for all subsequent unit
splits, unit dividends and other recapitalizations). 
  
 “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, investment fund, any other business
entity and a governmental entity or any department, agency or political subdivision thereof. 
  
 “Public Offering” means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company. 
  
 “Public Sale” means (i) any sale pursuant to a registered
public offering under the Securities Act or (ii) any sale to the public pursuant to Rule 144 promulgated under the Securities Act effected through a broker, dealer or market maker (other than pursuant to Rule 144(k) prior to a Public Offering).

  
 “Quarter Date” means February, May, August
and November of each year beginning on August 14, 2003 and ending on August 14, 2008. 
  
 “Sale of the Company” means any transaction or series of transactions pursuant to which any Person or group of related Persons other than the Investors or their Affiliates in the aggregate acquire(s)
(i) equity securities of the Company possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the Company’s board of managers (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) all or substantially all of the Company’s assets determined on a
consolidated basis; provided that a Public Offering shall not constitute a Sale of the Company. 
  
 “Securities Act” means the Securities Act of 1933, as amended from time to time. 
  
 “Securityholders Agreement” means the Securityholders
Agreement of even date herewith among the Company and certain of its securityholders, as amended from time to time pursuant to its terms. 
  
 “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity
of which (i) if a corporation, a majority of 
  

 13 








 
the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or
trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other
business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or
other business entity. For purposes hereof, references to a “Subsidiary” of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the term
“Subsidiary” refers to a Subsidiary of the Company. 
  
 “Transfer” means to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law). 
  
 10. Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated: 

 
 If to Employer: 
  
 TSI Merger Sub, Inc. 
 201 North Franklin Street 
 Tampa, Florida 33602 
 Attention: Robert Garcia, Jr. 
  
 with copies to: 
  
 GTCR Fund VII, L.P. 
 GTCR Fund VII/A, L.P. 
 GTCR Co-Invest, L.P. 
 c/o GTCR Golder Rauner, L.L.C. 
 6100 Sears Tower 
 Chicago, Illinois 60606-6402 
 Attention:    David A. Donnini 
                       Collin
E. Roche 
  
 and 
  
 Kirkland & Ellis 
 200 East Randolph Drive 
  
  

 14 








 Chicago, Illinois 60601 
 Attention:    Stephen L. Ritchie 
  
 If to the Company: 
  
 TSI Telecommunication 
 Holdings, LLC 
 201 North Franklin Street 
 Tampa, Florida 33602 
 Attention:    Robert Garcia, Jr. 
  
 with copies to: 
  
 GTCR Fund VII, L.P. 
 GTCR Fund VII/A, L.P. 
 GTCR Co-Invest, L.P. 
 c/o GTCR Golder Rauner, L.L.C. 
 6100 Sears Tower 
 Chicago, Illinois 60606-6402 
 Attention:    David A. Donnini 
                      Collin E.
Roche 
  
 and 
  
 Kirkland & Ellis 
 200 East Randolph Drive 
 Chicago, Illinois 60601 
 Attention:    Stephen L. Ritchie 
  
 If to Executive: 
  
 Linda Hermansen 
 5840 Audobon Manor Blvd. 
 Lithia, Florida 33547 
  
 If to the Investors: 
  
 GTCR Fund
VII, L.P. 
 GTCR Fund VII/A, L.P. 
 GTCR Co-Invest, L.P. 
 c/o GTCR Golder Rauner, L.L.C. 
 6100 Sears Tower 
 Chicago, Illinois 60606-6402 
 Attention:    David A. Donnini 
           Collin E. Roche 
  

 15 








 with a copy to: 
  
 Kirkland & Ellis 
 200 East Randolph Drive 
 Chicago, Illinois 60601 
 Attention:    Stephen L. Ritchie 
  
 or such other address or to the attention of such other person as the recipient party shall
have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail. 
  
 11. General Provisions. 
  
 (a) Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Carried Units in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Carried Units as the owner of such equity for any
purpose. 
  
 (b) Severability. Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable 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
in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein. 
  
 (c)
Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 
  
 (d) Counterparts. This Agreement may be executed in separate counterparts (including by means of facsimile), each of which is deemed to be an
original and all of which taken together constitute one and the same agreement. 
  
 (e) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Executive, the Company, the Employer, the Investors and their
respective successors and assigns (including subsequent holders of Carried Units); provided that the rights and obligations of Executive under this Agreement shall not be assignable except in connection with a permitted transfer of Carried Units
hereunder. 
  
 (f) Choice of Law. The limited liability
company law of the State of 
  

 16 








 
Delaware will govern all questions concerning the relative rights of the Company and its securityholders. All other questions concerning the construction,
validity and interpretation of this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 
  

(g) Remedies. Each of the parties to this Agreement (including the Investors as third-party beneficiaries) will be entitled to enforce its
rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and
acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or
deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. 
  
 (h) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company, Employer,
Executive and the Majority Holders (as defined in the Purchase Agreement). 
  
 (i) Insurance. The Company or Employer, at its discretion, may apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered
available. Executive agrees to cooperate in any medical or other examination, supply any information, and to execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance.
Executive hereby represents that she has no reason to believe that her life is not insurable at rates now prevailing for healthy men of her age. 
  
 (j) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or holiday in the
state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday. 
  
 (k) Indemnification and Reimbursement of Payments on Behalf of
Executive. The Company, Employer and their respective Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes,
excise taxes, or employment taxes (“Taxes”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company, including,
without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity. In the event the Company or its Subsidiaries does not make such deductions or withholdings, Executive shall
indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto. 
  
 (l) Reasonable Expenses. The Company agrees to pay the reasonable fees 
  

 17 








 
and expenses of Executive’s counsel arising in connection with the negotiation and execution of this Agreement and the consummation of the transactions
contemplated by this Agreement. 
  
 (m) Termination. This
Agreement (except for the provisions of Sections 6(a) and (b)) shall survive a Separation and shall remain in full force and effect after such Separation. 
  
 (n) Adjustments of Numbers. All numbers set forth herein that refer to unit prices or amounts will be appropriately
adjusted to reflect unit splits, unit dividends, combinations of units and other recapitalizations affecting the subject class of equity. 
  
 (o) Deemed Transfer of Carried Units. If the Company (and/or the Investors and/or any other Person acquiring securities) shall make available, at
the time and place and in the amount and form provided in this Agreement, the consideration for the Carried Units to be repurchased in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such units
are to be repurchased shall no longer have any rights as a holder of such units (other than the right to receive payment of such consideration in accordance with this Agreement), and such units shall be deemed purchased in accordance with the
applicable provisions hereof and the Company (and/or the Investors and/or any other Person acquiring securities) shall be deemed the owner and holder of such units, whether or not the certificates therefor have been delivered as required by this
Agreement. 
  
 (p) No Pledge or Security Interest. The
purpose of the Company’s retention of Executive’s certificates and executed security powers is solely to facilitate the repurchase provisions set forth in Section 3 herein and Section 6 of the Securityholders Agreement and
does not constitute a pledge by Executive of, or the granting of a security interest in, the underlying equity. 
  
 (q) Rights Granted to GTCR Fund VII and its Affiliates. Any rights granted to GTCR Fund VII, GTCR Fund VII/A, GTCR Co-Invest and their Affiliates
hereunder may also be exercised (in whole or in part) by their respective designees (which designees may be Affiliates of GTCR Fund VII, GTCR Fund VII/A and/or GTCR Co-Invest). 
  
 *  *  *  *  * 
  
  

 18 








 IN WITNESS WHEREOF, the parties hereto have executed this Senior Management Agreement on the date first
written above. 
  

	 TSI TELECOMMUNICATION HOLDINGS, LLC

		
	 By:
	 	 /s/ G. Edward Evans


	 Its:
	 	 Chief Executive Officer

	
	 TSI TELECOMMUNICATION SERVICES INC.

		
	 By:
	 	 /s/ G. Edward Evans


	 Its:
	 	 Chief Executive Officer

		
	 	 	 /s/ Paul Corrao


	 	 	 Paul Corrao



  

 19 









	 Agreed and Accepted:

	
	 GTCR FUND VII, L.P.

		
	 By:
	 	 GTCR Partners VII, L.P.

	 Its:
	 	 General Partner

		
	 By:
	 	 GTCR Golder Rauner, L.L.C.

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Collin E. Roche


	 Name:
	 	  
 Collin E. Roche


	 Its:
	 	 Principal

	
	 GTCR FUND VII/A, L.P.

		
	 By:
	 	 GTCR Partners VII, L.P.

	 Its:
	 	 General Partner

		
	 By:
	 	 GTCR Golder Rauner, L.L.C.

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Collin E. Roche


	 Name:
	 	 Collin E. Roche


	 Its:
	 	 Principal

	
	 GTCR CO-INVEST, L.P.

		
	 By:
	 	 GTCR Golder Rauner, L.L.C.

	 Its:
	 	 General Partner

		
	 By:
	 	 /s/ Collin E. Roche


	 Name:
	 	 Collin E. Roche


	 Its:
	 	 Principal


  

 20 








 EXHIBIT A 
  
 August 14, 2003 
  
 PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP 
 INTEREST IN GROSS INCOME PURSUANT TO 
 SECTION 83(b) OF THE INTERNAL REVENUE CODE 
  
 On August 14, 2003 (the “Closing Date”), the undersigned
acquired a limited liability company membership interest in the form of 270,270.27 Common Units (the “Common Units”) in TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the “Company”), for
an aggregate purchase price of $9,000.00. Pursuant to the Limited Liability Company Agreement of the Company, the undersigned is entitled to an interest in Company capital exactly equal to the amount paid therefore and an interest in Company
profits. 
  
 Based on current Treasury Regulation
§1.721-1(b), Proposed Treasury Regulation §1.721-1(b)(1), and Revenue Procedures 93-27 and 2001-43, the undersigned does not believe that issuance of the Common Units to the undersigned is subject to the provisions of §83 of the
Internal Revenue Code (the “Code”). In the event that the sale is so treated, however, the undersigned desires to make an election to have the receipt of the Common Units taxed under the provisions of Code §83(b) at the time
the undersigned acquired the Common Units. 
  
 Therefore, pursuant
to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Common Units, to report as taxable income for the calendar year 2003 the excess (if any) of the value of
the Common Units on the Closing Date over the purchase price thereof. 
  
 The following information is supplied in accordance with Treasury Regulation § 1.83-2(e): 
  

	1.	The name, address and social security number of the undersigned: 

  
 Paul Corrao 
 7116 Yardley Way 
 Tampa, Florida 33647 
 SSN: ###-##-#### 
  

	2.	A description of the property with respect to which the election is being made: The Common Units entitling the undersigned to an interest in the Company’s capital exactly equal
to the amount paid and an interest in the Company’s profits. 

  

	3.	The date on which the Common Units were transferred: August     , 2003. The taxable year for which such election is made: calendar year 2003.










	4.	The restrictions to which the property is subject: If during the first five years after August 14, 2003 (the “Employment Date”), the undersigned ceases to be
employed by the Company or any of its subsidiaries, the unvested portion of the Common Units will be subject to repurchase by the Company at cost. 5% of the Common Units become vested units on the last day of each three-month period after the
Employment Date. 

  

	5.	The fair market value on August 14, 2003 of the property with respect to which the election is being made, determined without regard to any lapse restrictions and in accordance with
Revenue Procedure 93-27: $9,000.00. 

  

	6.	The amount paid or to be paid for such property: $9,000.00. 

  
 *  *  *  *  * 
  

 22 








 A copy of this election is being furnished to the Company pursuant to Treasury Regulation §
1.83-2(e)(7). A copy of this election will be submitted with the 2003 federal income tax return of the undersigned pursuant to Treasury Regulation § 1.83-2(c). 
  

	 Dated: August 14, 2003
	 	 /s/ Paul Corrao


	 	 	 Paul Corrao









 EXHIBIT B 
  
 ASSIGNMENT SEPARATE FROM CERTIFICATE 
  
 FOR VALUE RECEIVED,                 
does hereby sell, assign and transfer unto                 , a
                ,             
                 of TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the “Company”), standing in the undersigned’s
name on the books of the Company represented by Certificate Nos.                  herewith and does hereby irrevocably constitute and appoint each principal of
GTCR Golder Rauner, L.L.C. (acting alone or with one or more other such principals) as attorney to transfer the said securities on the books of the Company with full power of substitution in the premises. 
  

	 Dated:            
	 	  


	 	 	 Paul Corrao









 EXHIBIT C 
  
 LLC JOINDER AGREEMENT 
  
 This joinder agreement is being delivered to TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the “Company”), in
connection with that certain Limited Liability Company Agreement, dated as of February 14, 2002 (as amended from time to time, the “LLC Agreement”), among the Company and certain other Unitholders of the Company who are from time to time
party thereto. Capitalized terms used herein shall have the meanings assigned to such terms in the LLC Agreement. 
  
 The undersigned has purchased 270,270.27 Common Units of the Company pursuant to a Senior Management Agreement dated August 14, 2003 (the
“Purchase”). 
  
 In connection with the Purchase, and as
a condition thereto, the undersigned hereby agrees to become a party to the LLC Agreement (as a “Unitholder” and a “Common Unitholder” thereunder) and agrees to be bound by the provisions of the LLC Agreement. 
  
 Date: August 14, 2003 
  
 /s/ Paul Corrao 

 Paul Corrao 
  
 Acknowledged and Agreed: 
 TSI Telecommunication Holdings, LLC 
  
 /s/ G. Edward Evans 

 G.
Edward Evans, its Chief Executive Officer 







 SECURITYHOLDERS JOINDER AGREEMENT 
  
 This joinder agreement is being delivered to TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the
“Company”), in connection with that certain Securityholders Agreement, dated as of February 14, 2002 (as amended from time to time, the “Securityholders Agreement”), among the Company and certain other Securityholders of the
Company who are from time to time party thereto. Capitalized terms used herein shall have the meanings assigned to such terms in the Securityholders Agreement. 
  

The undersigned has purchased 270,270.27 Common Units of the Company pursuant to a Senior Management Agreement dated August 14, 2003 (the
“Purchase”). 
  
 In connection with the Purchase, and as
a condition thereto, the undersigned hereby agrees to become a party to the Securityholders Agreement (as a “Securityholder” and an “Executive” thereunder) and agrees to be bound by the provisions of the Securityholders
Agreement. 
  
 Date: August 14, 2003 

 
 /s/ Paul Corrao 

 Paul Corrao 
  
 Acknowledged and Agreed: 
 TSI Telecommunication Holdings, LLC 
  
 /s/ G. Edward Evans 

 G. Edward Evans, its Chief Executive Officer 







 REGISTRATION JOINDER AGREEMENT 
  
 This joinder agreement is being delivered to TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the
“Company”), in connection with that certain Registration Agreement, dated as of February 14, 2002 (as amended from time to time, the “Registration Agreement”), among the Company and certain other Securityholders of the Company
who are from time to time party thereto. Capitalized terms used herein shall have the meanings assigned to such terms in the Registration Agreement. 
  
 The undersigned has purchased 270,270.27 Common Units of the Company pursuant to a Senior Management Agreement dated August 14, 2003 (the
“Purchase”). 
  
 In connection with the Purchase, and as
a condition thereto, the undersigned hereby agrees to become a party to the Registration Agreement (as an “Executive” thereunder) and agrees to be bound by the provisions of the Registration Agreement. 
  
 Date: August 14, 2003 
  
 /s/ Paul Corrao 

 Paul Corrao 
  
 Acknowledged and Agreed: 
 TSI Telecommunication Holdings, LLC 
  
 /s/ G. Edward Evans 

 G.
Edward Evans, its Chief Executive Officer