•] Shares CONNECTURE, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 2nd, 2014 • Connecture Inc • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER by and among: FP HEALTHCARE HOLDINGS, INC. FP HEALTHCARE MERGER SUB CORPORATION and CONNECTURE, INC. dated as of January 4, 2018Agreement and Plan of Merger • January 4th, 2018 • Connecture Inc • Services-prepackaged software • Delaware
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is Corporation Service Company.
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CONNECTURE, INC. and DESTINATIONRX, INC. as Borrowers Dated as of January 15, 2013Credit Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 15, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CONNECTURE, INC., a Delaware corporation (“Connecture”), and DESTINATIONRX, INC., a Delaware corporation (“DRX”; together with Connecture, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
OFFICE LEASEOffice Lease • October 10th, 2014 • Connecture Inc • Services-prepackaged software • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between 600 WILSHIRE PROPERTY LLC, a Delaware limited liability company (“Landlord”), and DESTINATIONRX, INC., a Delaware corporation (“Tenant”).
CONNECTURE, INC. RESTRICTED STOCK UNITS AGREEMENT (For Nonemployee Directors)Restricted Stock Units Agreement • March 25th, 2015 • Connecture Inc • Services-prepackaged software • Delaware
Connecture, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the Connecture, Inc. 2014 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Awa
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 26th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
This Indemnification Agreement, dated , is made between Connecture, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CONNECTURE, INC. and DESTINATIONRX, INC. as Borrowers Dated as of January 15, 2013Credit Agreement • November 26th, 2014 • Connecture Inc • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of January 15, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CONNECTURE, INC., a Delaware corporation (“Connecture”), and DESTINATIONRX, INC., a Delaware corporation (“DRX”; together with Connecture, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of January 15, 2013, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CONNECTURE, INC. and DESTINATIONRX, INC. as Borrowers Dated as of June 8, 2016Credit Agreement • August 9th, 2016 • Connecture Inc • Services-prepackaged software • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 8, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CONNECTURE, INC., a Delaware corporation (“Connecture”), and DESTINATIONRX, INC., a Delaware corporation (“DRX”; together with Connecture, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
SEPARATION PAY AGREEMENTSeparation Pay Agreement • March 25th, 2015 • Connecture Inc • Services-prepackaged software • Georgia
THIS SEPARATION PAY AGREEMENT (the “Agreement”) by and between Connecture, Inc. (“Company”) and James Purko (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of the 23rd of July, 2012 (the “Effective Date”).
INVESTOR RIGHTS AGREEMENT Dated as of March 10, 2017 by and among CONNECTURE, INC., FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P. and CHRYSALIS VENTURES II, L.P.Investor Rights Agreement • March 14th, 2017 • Connecture Inc • Services-prepackaged software • Delaware
INVESTOR RIGHTS AGREEMENT, dated as of March 10, 2017 (this “Agreement”), by and among Connecture, Inc., a Delaware corporation (the “Company”), Francisco Partners IV, L.P., a Cayman Islands limited partnership, Francisco Partners IV-A, L.P., a Cayman Islands limited partnership (together with Francisco Partners IV, L.P., the “FP Investors”), and, solely for purposes of Articles III, IV and VI and Section 5.03 (and related definitions) hereof, Chrysalis Ventures II, L.P., a Delaware limited partnership (“Chrysalis” and, together with the FP Investors, the “Investors” and each, an “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 4th, 2017 • Connecture Inc • Services-prepackaged software • Wisconsin
This Employment Agreement (this “Agreement”) is made and entered into as of December 4, 2017 (the “Effective Date”), by and between Connecture, Inc., a Delaware corporation (the “Company”), and Brian Lindstrom, an individual (the “Executive”). Together the Company and the Executive are referred to herein as the “Parties.”
CONNECTURE, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 10th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 3rd day of August, 2012, by and among CONNECTURE, INC., a Delaware corporation (the “Company”), and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AMENDMENT NO. 5 TO SECOND LIEN TERM LOAN AGREEMENTCredit Agreement • December 8th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 5 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of December 5, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DESTINATIONRX, INC. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and THL Corporate Finance, Inc., as Agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Term Loan Agreement.
SECOND LIEN TERM LOAN AGREEMENT by and among THL CORPORATE FINANCE, INC., as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CONNECTURE, INC. and DESTINATIONRX, INC. as Borrowers Dated as of March 18, 2013Term Loan Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
THIS SECOND LIEN TERM LOAN AGREEMENT (this “Agreement”), is entered into as of March 18, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), THL CORPORATE FINANCE, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), CONNECTURE, INC., a Delaware corporation (“Connecture”), and DESTINATIONRX, INC., a Delaware corporation (“DRX”; together with Connecture, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
Connecture, Inc. 18500 W. Corporate Drive Suite 250 Brookfield, WI 53045 December 31, 2013Connecture Inc • October 20th, 2014 • Services-prepackaged software • Delaware
SUBORDINATED NOTE GUARANTYSubordinated Note Guaranty • October 10th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
THIS SUBORDINATED NOTE GUARANTY (the “Guaranty”) is made as of January 15, 2013 by GPP-Connecture, LLC (“GPP”) and Chrysalis Ventures II, L.P. (“Chrysalis”) (collectively with GPP, the “Guarantors”; sometimes each individually, a “Guarantor”) for the benefit of Payee (as defined in the Note) (the “Payee”).
INVESTMENT AGREEMENT by and among CONNECTURE, INC. and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of March 11, 2016Investment Agreement • March 14th, 2016 • Connecture Inc • Services-prepackaged software • Delaware
INVESTMENT AGREEMENT, dated as of March 11, 2016 (this “Agreement”), among Connecture, Inc., a Delaware corporation (the “Company”), the investors set forth on the signature pages hereto under the heading “FP Investors” (together with their successors, each an “FP Investor” and collectively, the “FP Investors”) and Chrysalis Ventures II, L.P. (“Chrysalis” and together with the FP Investors, the “Investors” and each an “Investor”).
LEASE AGREEMENT BY AND BETWEEN CORE Realty Holdings Management, Inc., a California corporation, fbo Brookfield Lakes Tenants in Common, LANDLORD AND Connecture, Inc., a Delaware corporation TENANT DATED: May 10, 2012Lease Agreement • October 10th, 2014 • Connecture Inc • Services-prepackaged software
THIS LEASE AGREEMENT (this “Lease”) made and entered into between CORE Realty Holdings Management, Inc., a California corporation, fbo Brookfield Lakes Tenants in Common (“Landlord”) and Connecture, Inc., a Delaware corporation (“Tenant”).
CONNECTURE, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 10th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of May, 2014 (the “Effective Date”) by and among CONNECTURE, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto as may be updated from time to time by the Company (individually, a “Purchaser” and collectively, the “Purchasers”).
VOTING AGREEMENTVoting Agreement • March 14th, 2016 • Connecture Inc • Services-prepackaged software • Delaware
This Voting Agreement (this “Agreement”), dated as of March 11, 2016 between the undersigned stockholder (“Stockholder”) of Connecture, Inc., a Delaware corporation (the “Company”), and Francisco Partners IV, L.P., a Delaware limited partnership (“Investor”).
EXCHANGE AGREEMENTExchange Agreement • October 10th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
This Exchange Agreement (this “Agreement”) is made and entered into as of August 3, 2012 by and among Connecture, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule 1.1 (each individually a “Non-Selling Old Preferred Holder” and collectively, the “Non-Selling Old Preferred Holders”), the Persons listed on Schedule 1.2 (each individually an “Optionholder” and collectively, the “Optionholders”), the Persons listed on Schedule 1.3 (each individually a “Seller” and collectively, the “Sellers”), and the Persons listed on Schedule 1.4 (each individually an “Exchanging Common Holder” and collectively, the “Exchanging Common Holders”). The Company, the Non-Selling Old Preferred Holders, the Optionholders, the Sellers and the Exchanging Common Holders are referred to collectively herein as the “Parties” and individually as a “Party.” The Non-Selling Old Preferred Holders, the Optionholders, the Sellers and the Exchanging Common Holders are referred to collectively here
AGREEMENT AND PLAN OF MERGER Dated January 14, 2013 by and among Connecture, Inc., DRX Acquisition Company, DestinationRx, Inc., and the Principal Stockholders named hereinAgreement and Plan of Merger • October 10th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 14, 2013 (this “Agreement”), is by and among Connecture, Inc., a Delaware corporation (the “Buyer”), DRX Acquisition Company, a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), DestinationRx, Inc., a Delaware corporation (the “Company”), the persons and entities listed as Principal Stockholders on the signature pages hereto (each, a “Principal Stockholder” and collectively the “Principal Stockholders”) and Randall P. Herman (the “Representative”), solely in his capacity as the Representative. Buyer, Merger Sub, the Company, the Principal Stockholders and the Representative are each referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO SEPARATION PAY AGREEMENTSeparation Pay Agreement • April 29th, 2015 • Connecture Inc • Services-prepackaged software
This Amendment No. 1 to Separation Pay Agreement (this “Amendment”), dated as of April 29, 2015 (the “Effective Date”), is by and between Connecture, Inc., a Delaware corporation (the “Company”), and James P. Purko (the “Executive”).
SECOND LIEN TERM LOAN AGREEMENT by and among THL CORPORATE FINANCE, INC., as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CONNECTURE, INC. and DESTINATIONRX, INC. as Borrowers Dated as of March 18, 2013Term Loan Agreement • November 26th, 2014 • Connecture Inc • Services-prepackaged software • New York
THIS SECOND LIEN TERM LOAN AGREEMENT (this “Agreement”), is entered into as of March 18, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), THL CORPORATE FINANCE, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), CONNECTURE, INC., a Delaware corporation (“Connecture”), and DESTINATIONRX, INC., a Delaware corporation (“DRX”; together with Connecture, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).
FIRST LEASE AMENDMENTFirst Lease Amendment • October 20th, 2014 • Connecture Inc • Services-prepackaged software
THIS FIRST LEASE AMENDMENT (“Amendment”) is dated January 31, 2013, by and between CORE Realty Holdings Management, Inc., a California corporation, fbo Brookfield Lakes Tenants in Common (“Landlord”) and Connecture, Inc., a Delaware corporation (“Tenant”).
STOCK PURCHASE AGREEMENT BY AND AMONG CONNECTURE, INC. PATRICK DOWNEND, AND AARON DOWNEND Dated as of February 16, 2011Stock Purchase Agreement • October 20th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 16, 2011, by and among CONNECTURE, INC., a Delaware corporation (“Buyer” or “Connecture”), Patrick Downend (“Patrick”) and Aaron Downend (“Aaron” and together with Patrick, the “Sellers” or individually, a “Seller”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 9.
AMENDMENT NO. 6 TO SECOND LIEN TERM LOAN AGREEMENTCredit Agreement • March 25th, 2015 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 6 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of December 11, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DESTINATIONRX, INC. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and THL Corporate Finance, Inc., as Agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Term Loan Agreement.
PATENT SECURITY AGREEMENTPatent Security Agreement • October 10th, 2014 • Connecture Inc • Services-prepackaged software
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 15th day of January, 2013, by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made as of December 10, 2013 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DestinationRX, Inc. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association, as Agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Credit Agreement.
AMENDMENT NO. 1 TO SECOND LIEN TERM LOAN AGREEMENTSecond Lien Term Loan Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of December 4, 2013 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DestinationRX, Inc. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and THL Corporate Finance, Inc., as Agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used in this Amendment (including the Recitals), to the extent not otherwise defined herein, shall have the same meaning as in the Term Loan Agreement.
EXECUTIVE PERFORMANCE OPTION AGREEMENTExecutive Performance Option Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Georgia
THIS AGREEMENT (the “Agreement”) is made and entered into as of the day and date noted on the last page hereof, by and between Connecture, Inc., a Delaware corporation (the “Company”), and Douglas Schneider (the “Executive”), and is intended to be an unfunded deferred compensation arrangement maintained by the Company primarily for the purpose of providing deferred and incentive-based compensation to only the Executive. However, this Agreement is not intended to provide retirement income, or result in a deferral of income to periods extending to the termination of employment, for the Executive, nor to provide the Executive with unemployment or severance pay or death benefits, and is therefore not intended to be an employee benefit plan within the meaning of ERISA §3(3) and is not intended to be subject to ERISA.
Re: Bonus AgreementConnecture Inc • March 31st, 2017 • Services-prepackaged software
In consideration of your work for Connecture, Inc., a Delaware corporation (the “Company”) and provided that you remain continuously employed by the Company (or any controlled affiliate of the Company or its successor in interest) from the date of this Agreement through December 31, 2017 (the “Payment Event Date”), the Company will pay you a $30,000 cash bonus (less applicable withholdings and deductions) (the “Bonus”), subject to the conditions described herein. You and the Company are also parties to that certain Separation Pay Agreement dated September 10, 2012, as amended by that certain Amendment No. 1 to Separation Pay Agreement dated April 29, 2015, (together, the “Separation Pay Agreement”), which agreement shall remain in full force and effect.
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software
This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 15th day of January, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 10th, 2014 • Connecture Inc • Services-prepackaged software
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of January, 2013, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”).
