UNITS.
SOLERA LLC DELIVERED TO
EXECUTIVE COPIES OF THE CERTIFICATES REPRESENTING SUCH EXECUTIVE UNITS.
THE
CO-INVEST COMMON UNITS, TOGETHER WITH THE CLASS B PREFERRED UNITS ACQUIRED BY
EXECUTIVE PURSUANT TO THE ORIGINAL SENIOR MANAGEMENT AGREEMENT AND THE RESTATED
SENIOR MANAGEMENT AGREEMENT, ARE REFERRED TO HEREIN AS THE "CO-INVEST UNITS."
(C)
ON APRIL 28, 2007, PURSUANT TO A RESOLUTION OF THE BOARD OF MANAGERS OF
SOLERA LLC, A THREE-TO-ONE REVERSE SPLIT OF THE CLASS A COMMON UNITS OF SOLERA
LLC WAS EFFECTED PURSUANT TO WHICH THE NUMBER OF CLASS A COMMON UNITS HELD BY
EXECUTIVE WAS DIVIDED BY THREE AND ANY RESULTING FRACTIONAL UNIT WAS CANCELLED.
(D)
ON MAY 10, 2007, EXECUTIVE TRANSFERRED 50,000 CO-INVEST COMMON UNITS TO
EACH OF (I) EXECUTIVE TRUST AND (II) AQUILA.
ON SUCH DATE, AQUILA TRANSFERRED
50,000 CO-INVEST UNITS TO AQUILA TRUST.
ON SUCH DATE, EXECUTIVE TRUST, AQUILA
AND AQUILA TRUST EXECUTED JOINDERS TO THE RESTATED SENIOR MANAGEMENT AGREEMENT.
(E)
ON MAY 10, 2007, PURSUANT TO THE CONVERSION, ALL OF THE OUTSTANDING UNITS
OF SOLERA LLC, INCLUDING THE EXECUTIVE UNITS, WERE CONVERTED INTO SHARES OF
COMMON STOCK.
IMMEDIATELY FOLLOWING SUCH CONVERSION, (I) EXECUTIVE OWNED THE
FOLLOWING:
(A) 1,309,226 SHARES OF COMMON STOCK, WHICH SHARES SHALL BE REFERRED
TO HEREIN AS THE "CARRIED SHARES" AND (B) 219,396 SHARES OF COMMON STOCK, WHICH
SHARES SHALL BE REFERRED TO HEREIN AS THE "EXECUTIVE CO-INVEST SHARES;" AND
(II) EACH OF EXECUTIVE TRUST AND AQUILA TRUST OWNED 50,000 SHARES OF COMMON
STOCK, WHICH SHARES, TOGETHER WITH THE EXECUTIVE CO-INVEST SHARES, SHALL BE
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
RSUS THAT HAVE VESTED, SHALL BE REFERRED TO HEREIN, COLLECTIVELY, AS "EXECUTIVE
SECURITIES."
AS OF MAY 10, THE TOTAL NUMBER OF CARRIED SHARES PLUS CO-INVEST
SHARES WAS EQUAL TO 1,628,622.
(F)
IMMEDIATELY FOLLOWING THE CONVERSION, THE INVESTORS OWNED AN AGGREGATE
NUMBER OF SHARES OF COMMON STOCK EQUAL TO THE INITIAL INVESTOR AMOUNT.
(G)
ON MAY 11, 2007, PURSUANT TO AND SUBJECT TO THE TERMS OF (A) THE RSU
AGREEMENT AND (B) THE COMPANY'S 2007 LONG-TERM EQUITY INCENTIVE PLAN, THE
COMPANY ISSUED TO EXECUTIVE THE RSUS.
(H)
ON MAY 15, 2007, IN CONNECTION WITH THE IPO, EXECUTIVE SOLD 83,137
EXECUTIVE CO-INVEST SHARES TO THE UNDERWRITERS IN THE IPO.
(I)
ON OCTOBER 10, 2007, IN CONNECTION WITH THE OCTOBER OFFERING, EXECUTIVE
SOLD 169,613 SHARES OF COMMON STOCK TO THE UNDERWRITERS IN THE OCTOBER OFFERING.
(J)
ALL CERTIFICATES EVIDENCING THE UNVESTED SHARES (AS DEFINED BELOW) SHALL
BE HELD BY THE COMPANY FOR THE BENEFIT OF EXECUTIVE AND OTHER HOLDER(S) OF
UNVESTED SHARES; PROVIDED, THAT, UPON WRITTEN REQUEST BY THE EXECUTIVE, THE
COMPANY SHALL RELEASE TO EXECUTIVE
3
AND OTHER HOLDER(S) OF VESTED SHARES CERTIFICATES EVIDENCING THOSE VESTED
SHARES.
UPON THE OCCURRENCE OF A SALE OF THE COMPANY, THE COMPANY WILL RETURN
ALL CERTIFICATES IN ITS POSSESSION EVIDENCING UNVESTED SHARES TO THE RECORD
HOLDERS THEREOF.
(K)
EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT:
(I)
THIS