This Consulting Services Agreement involves
Title: PROFESSIONAL SERVICES AGREEMENT
Governing Law: Delaware Date: 2/12/2007
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (this “ Agreement ”) is made as of April 1, 2005, between GTCR Golder Rauner II, L.L.C., a Delaware limited liability company (“ GTCR ”), and Solera, Inc., a Delaware corporation (the “ Company ”).
WHEREAS, the Company is a wholly owned subsidiary of Solera Holdings, LLC, a Delaware limited liability company (the “ Parent ”);
WHEREAS, GTCR (together with certain investment funds or special purpose investment vehicles controlled by GTCR or GTCR Golder Rauner, L.L.C., a Delaware limited liability company, the “ Investors ”) will purchase (the “ Investment ”), pursuant to that certain Unit Purchase Agreement (the “ Purchase Agreement” ) of even date herewith between the Parent and the Investors, Class B Preferred Units (the “ Class B Preferred ”) and Class A Common Units (the “ Class A Common Units ” and, together with the Class B Preferred, the “ Units ”);
WHEREAS, the Company desires to receive financial and management consulting services from GTCR, and obtain the benefit of the experience of GTCR in business and financial management generally and its knowledge of the Company and the Company’s financial affairs in particular; and
WHEREAS, in connection with the Investment, GTCR is willing to provide financial and management consulting services to the Company and the compensation arrangements set forth in this Agreement are designed to compensate GTCR for such services.
NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, GTCR and the Company hereby agree as follows:
If any individual payment to GTCR pursuant to this Section 4 would be less than $10,000, then such payment shall be held by the Company until the first to occur of (i) such time as the aggregate of such payments equals or exceeds $10,000, and (ii) the effective date of the termination of this Agreement.