SHARES OF COMMON STOCK EQUAL TO THE INITIAL INVESTOR AMOUNT.
(F)
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.
(G)
ON MAY 15, 2007, IN CONNECTION WITH THE IPO, PURCHASER SOLD 65,341
PURCHASER CO-INVEST SHARES TO THE UNDERWRITERS IN THE IPO.
(H)
ON OCTOBER 10, 2007, IN CONNECTION WITH THE OCTOBER OFFERING, EXECUTIVE
SOLD 102,159 SHARES OF COMMON STOCK TO THE UNDERWRITERS IN THE OCTOBER OFFERING.
(I)
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 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.
(J)
PURCHASER REPRESENTS AND WARRANTS TO THE COMPANY THAT:
(I)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING
OBLIGATION OF PURCHASER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, AND THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY PURCHASER DOES NOT AND
WILL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR
INSTRUMENT TO WHICH PURCHASER IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE TO
WHICH PURCHASER IS SUBJECT.
(II)
EXCEPT FOR THE SOLERA EMPLOYMENT AGREEMENT, PURCHASER IS NEITHER
PARTY TO, NOR BOUND BY, ANY OTHER EMPLOYMENT AGREEMENT, CONSULTING AGREEMENT,
NONCOMPETE AGREEMENT, NON-SOLICITATION AGREEMENT OR CONFIDENTIALITY AGREEMENT.
(K)
PURCHASER ACKNOWLEDGES AND AGREES THAT NO PROVISION CONTAINED IN
THIS AGREEMENT SHALL ENTITLE PURCHASER TO REMAIN IN THE EMPLOYMENT OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFECT THE RIGHT OF THE COMPANY OR ITS
SUBSIDIARIES TO TERMINATE PURCHASER'S EMPLOYMENT AT ANY TIME FOR ANY REASON.
(L)
IN ACCORDANCE WITH THE TERMS OF THE PRIOR PURCHASE AGREEMENT,
PURCHASER HAS EXECUTED IN BLANK TEN SECURITY TRANSFER POWERS (THE "SECURITY
POWERS") WITH RESPECT TO THE UNITS ACQUIRED PURSUANT TO SUCH AGREEMENT AND HAS
DELIVERED SUCH SECURITY POWERS TO THE COMPANY.
CONCURRENTLY WITH THE EXECUTION
OF THIS AGREEMENT, PURCHASER SHALL EXECUTE IN BLANK TEN SECURITY POWERS IN THE
FORM OF EXHIBIT A ATTACHED HERETO WITH RESPECT TO THE UNVESTED SHARES AND SHALL
DELIVER SUCH SECURITY POWERS TO THE COMPANY.
THE SECURITY POWERS SHALL
AUTHORIZE THE COMPANY TO ASSIGN, TRANSFER AND DELIVER THE UNVESTED SHARES TO THE
APPROPRIATE ACQUIROR THEREOF PURSUANT TO SECTION 3 BELOW AND UNDER NO OTHER
CIRCUMSTANCES.
(M)
IN ACCORDANCE WITH THE TERMS OF THE PRIOR PURCHASE AGREEMENT,
PURCHASER'S SPOUSE EXECUTED A SPOUSAL CONSENT WITH RESPECT TO THE UNITS ACQUIRED
PURSUANT TO
3
SUCH AGREEMENT.
CONCURRENTLY WITH THE EXECUTION OF THIS AGREEMENT, IF PURCHASER
IS LAWFULLY MARRIED, PURCHASER'S SPOUSE SHALL EXECUTE THE CONSENT IN THE FORM OF
EXHIBIT B ATTACHED HERETO.
(N)
ON APRIL 13, 2006, PURCHASER BECAME A PARTY TO THE REGISTRATION
AGREEMENT IN THE CAPACITY OF AN