AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT] Indemnification Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • Delaware
THIS [AMENDED AND RESTATED] INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2013 by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), and [director] (“Indemnitee”).
BENEFITFOCUS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 27, 2018 1.25% Convertible Senior Notes due 2023Indenture • December 28th, 2018 • Benefitfocus,Inc. • Services-prepackaged software • New York
INDENTURE dated as of December 27, 2018 between BENEFITFOCUS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • August 4th, 2015 • Benefitfocus,Inc. • Services-prepackaged software • New York
Benefitfocus, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) confirm their respective agreements with the Underwriters named in Schedule II hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives” or “you”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, subject to the terms and conditions stated herein, of the respective number of shares (the “Firm Shares”) of Common Stock, $0.001 par value (the “Stock”), of the Company set forth in Schedule I and Schedule II hereto and, (ii) at the election of the Underwriters, the purchase by the Underwriters, acting severally and not jointly, of up to [●] additional shares (the “Optional Shares”) of Stock being sold by the Selling Stockholders. The Firm Sha
Dealer Address]Benefitfocus,Inc. • December 28th, 2018 • Services-prepackaged software
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2020 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2020, by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and BuildGroup LLC (the “Buyer”).
SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENTCredit Agreement • May 8th, 2020 • Benefitfocus,Inc. • Services-prepackaged software • New York
Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting AgreementBenefitfocus,Inc. • March 1st, 2019 • Services-prepackaged software • New York
Benefitfocus, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) confirm their respective agreements with the Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (“Representatives”), with respect to (i) the sale by the Selling Stockholders and the purchase by the Underwriters, subject to the terms and conditions stated herein, of the respective number of shares (the “Firm Shares”) of Common Stock, $0.001 par value (the “Stock”), of the Company set forth in Schedule II hereto and, (ii) at the election of the Underwriters, the purchase by the Underwriters of up to 855,714 additional shares (the “Optional Shares”) of Stock being sold by the Selling Stockholders. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 5th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 27, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) BENEFITFOCUS.COM, INC., a South Carolina corporation (“BenefitFocus.com”), BENEFIT INFORMATICS, INC., a Delaware corporation (“Informatics”) and BENEFITFOCUS, INC., a Delaware corporation (“BenefitFocus”, and together with BenefitFocus.com and Informatics, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER entered into by and among BENEFITFOCUS, INC., VOYA FINANCIAL, INC. and ORIGAMI SQUIRREL ACQUISITION CORP Dated as of December 19, 2022Agreement and Plan of Merger • December 19th, 2022 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2022, is entered into by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), Voya Financial, Inc., a Delaware corporation (“Parent”), and Origami Squirrel Acquisition Corp, a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
EIGHTH Amendment AgreementCredit Agreement • May 8th, 2020 • Benefitfocus,Inc. • Services-prepackaged software • New York
This Eighth Amendment Agreement (this “Amendment”) is entered into this 19th day of December 2018, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Parent and Benefitfocus.com, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
SUPPORT AGREEMENTSupport Agreement • November 3rd, 2022 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
SUPPORT AGREEMENT, dated as of November 1, 2022 (this “Agreement”), among Voya Financial, Inc., a Delaware corporation (“Parent”), Origami Squirrel Acquisition Corp, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), Benefitfocus, Inc., a Delaware corporation, a Delaware corporation (“Company”) and BuildGroup, LLC, a Delaware limited liability company (the “Stockholder”). Parent, Merger Sub, Company and the Stockholder are each sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between BENEFITFOCUS.COM, INC, a South Carolina corporation (the “Company”), and Shawn A. Jenkins, an individual resident of Charleston, South Carolina (the “Executive”), as of the 19th day of January, 2007 (the “Effective Date”).
LEASE AGREEMENT LESSOR: Daniel Island Executive Center LLC LESSEE: Benefitfocus.com, Inc.Lease Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
THIS LEASE AGREEMENT (the “Lease Agreement”) first made and entered into as of the 1st day of January, 2009, by and between Daniel Island Executive Center, LLC, hereinafter called “Lessor”, and Benefitfocus.com, Inc., hereinafter called “Lessee”;
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
THIS AGREEMENT (the “Agreement”), is made and entered into this 2nd day of July, 2019, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and Stephen Swad whose present address is: 2113 Dunmore Lane, NW Washington, DC 20007 (hereinafter referred to as the “Associate”).
LEASE AGREEMENTLease Agreement • December 14th, 2016 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
This Exhibit F is attached to and made a part of the Lease dated December , 2016, by and between DIEC II, LLC, a South Carolina limited liability company (“Lessor”) and Benefitfocus.com, Inc., a South Carolina corporation (“Lessee”) for the Property commonly known as the Daniel Island Executive Center II, located in the City of Charleston, State of South Carolina. Capitalized terms set out herein shall have the same meaning as set out in the Lease, unless otherwise defined herein.
BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
THIS AGREEMENT (the “Agreement”), is made and entered into this day of 201 , by and between: Benefitfocus.com, Inc., having its principal place of business at: 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as the “Company”) and whose present address is: (hereinafter referred to as the “Employee”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 30th, 2020 • Benefitfocus, Inc. • Services-prepackaged software • South Carolina
This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 29th day of September, 2020 (the “Effective Date”) by and between James Restivo, a citizen and resident of South Carolina (hereinafter “Executive”), and Benefitfocus, Inc., a Delaware corporation, together with its subsidiaries and affiliates, including, without limitation, Benefitfocus.com, Inc., a South Carolina corporation (collectively, the “Company”).
BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
THIS AGREEMENT (the “Agreement”), is made and entered into this 16th day of November, 2011, by and between: Benefitfocus.com, Inc., having its principal place of business at: 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as the “Employer”) and Milton A. Alpren whose present address is: 2 Honeysuckle Circle, Hopkinton, MA 01748, hereinafter referred to as the “Employee”.
AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENTSale Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT (the “Agreement”) is made as of the 25th day of August 2010 by and among Benefitfocus.com, Inc., a South Carolina corporation (the “Company”), the Investors listed on Schedule A and the Key Holders listed on Schedule B.
SENIOR SECURED REVOLVING CREDIT FACILITY CREDIT AGREEMENT dated as of February 20, 2015, among BENEFITFOCUS, INC. BENEFITFOCUS.COM, INC. BENEFIT INFORMATICS, INC. BENEFITSTORE, INC. as the Borrowers, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES...Credit Agreement • May 6th, 2015 • Benefitfocus,Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), dated as of February 20, 2015, is entered into by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), BENEFIT INFORMATICS, INC., a Delaware corporation (“Benefit Informatics”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Parent, Benefitfocus.com and Benefit Informatics, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) and COMERICA BANK, as documentation agent (in such capacity, the “Documentation Agent”).
SEVENTH Amendment AgreementSeventh Amendment Agreement • May 8th, 2020 • Benefitfocus,Inc. • Services-prepackaged software
This Seventh Amendment Agreement (this “Amendment”) is entered into this 29th day of March 2018, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Parent and Benefitfocus.com, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
SIXTH Amendment AgreementSixth Amendment Agreement • May 8th, 2020 • Benefitfocus,Inc. • Services-prepackaged software
This Sixth Amendment Agreement (this “Amendment”) is entered into this 26th day of April 2017, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Parent and Benefitfocus.com, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
Portions of this exhibit marked [*] are requested to be treated confidentially. MASTER BUSINESS AGREEMENT BETWEEN AETNA LIFE INSURANCE COMPANY AND BENEFITFOCUS.COM, INC.Master Business Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • Connecticut
acknowledge that I have read and understand Aetna’s I/T Security Statement of Policy. I understand that I should discuss any parts that are unclear to me with my Aetna project coordinator. I understand that I am responsible for adhering to I/T security policies, standards and procedures issued for the use and safeguarding of Aetna’s information and information technology resources.
Portions of this exhibit marked [*] are requested to be treated confidentially. MASTER GUIDANCE LINE OF CREDIT AGREEMENT Dated as of November 21, 2012 (the “Effective Date”)Security Agreement • August 14th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
BENEFITFOCUS.COM, INC, a South Carolina corporation; with its principal offices located at 100 Benefitfocus Way, Daniel Island, South Carolina 29492 (the “Borrower”), and NBSC, a division of Synovus Bank, with offices located at 158 Meeting Street Charleston, South Carolina 29401 (the “Lender”), hereby agree as follows:
FOURTH Amendment AgreementFourth Amendment Agreement • May 8th, 2020 • Benefitfocus,Inc. • Services-prepackaged software
This Fourth Amendment Agreement (this “Amendment”) is entered into this 28th day of October, 2016, by and among BENEFITFOCUS, INC., a Delaware corporation (the “Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with the Parent and Benefitfocus.com, each individually, a “Borrower”, and collectively, the “Borrowers”), the several banks and other financial institutions or entities party hereto (each a “Lender” and, collectively, the “Lenders”), and SILICON VALLEY BANK, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
COOPERATION AGREEMENTCooperation Agreement • April 5th, 2022 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
This Cooperation Agreement (this “Agreement”), effective as of April 4, 2022 (the “Effective Date”), is entered into by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and Indaba Capital Management, L.P. (“Indaba”). Indaba and each of its Affiliates (as defined below) are collectively referred to as the “Investors.” The Company and Indaba are sometimes together referred to herein as the “Parties,” and each, a “Party.”
AMENDMENT TO LEASESBenefitfocus,Inc. • March 19th, 2020 • Services-prepackaged software
This Amendment to Leases (the “Amendment”) is made and entered into as of March 13, 2020, by and between Daniel Island Executive Center, LLC and DIEC II, LLC (herein “Lessors”) and Benefitfocus.com, Inc. (herein “Lessee”). The Lessors and Lessee may be referred to herein collectively as the “Parties” and either one of them may be referred to herein as a “Party”.
BENEFITFOCUS.COM, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2020 • Benefitfocus, Inc. • Services-prepackaged software • South Carolina
THIS AGREEMENT (the “Agreement”), is made and entered into this 25th day of August, 2020, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492, (hereinafter referred to as “Benefitfocus”) and Alpana Wegner whose present address is: 253 River Oak Drive, Mount Pleasant, SC 29464 (hereinafter referred to as the “Associate”).
INDEPENDENT DIRECTOR COMPENSATION AGREEMENTIndependent Director Compensation Agreement • March 4th, 2022 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
This Independent Director Compensation Agreement (this “Agreement”) is entered into as of _________________, by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and _________________ (the “Director”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2013 by and among Benefitfocus.com Inc., a South Carolina corporation (the “Company”), Benefitfocus, Inc., a Delaware corporation (“New Parent”), and Benefitfocus MergeCo Inc., a South Carolina corporation and wholly owned subsidiary of New Parent (“Merger Sub” and, together with the Company, the “Constituent Corporations”).
GUARANTEE AND COLLATERAL AGREEMENT Dated as of February 20, 2015, made by BENEFITFOCUS, INC. BENEFITFOCUS.COM, INC. BENEFIT INFORMATICS, INC. BENEFITSTORE, INC. and the other Grantors that may become party hereto, in favor of SILICON VALLEY BANK, as...Guarantee and Collateral Agreement • May 6th, 2015 • Benefitfocus,Inc. • Services-prepackaged software • New York
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of February 20, 2015 is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent (together with its successors, in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time parties to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among BENEFITFOCUS, INC., a Delaware corporation (“Benefitfocus”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), BENEFIT INFORMATICS, INC., a Delaware corporation (“Benefit Informatics”), and BENEFITSTORE, INC., a South Ca
FORM OF INDEPENDENT DIRECTOR COMPENSATION AGREEMENTIndependent Director Compensation Agreement • June 23rd, 2014 • Benefitfocus,Inc. • Services-prepackaged software • Delaware
This Independent Director Compensation Agreement (this “Agreement”) is entered into as of , by and between Benefitfocus, Inc., a Delaware corporation (the “Company”), and (the “Director”).
BENEFITFOCUS.COM, INC. FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2020 • Benefitfocus, Inc. • Services-prepackaged software • South Carolina
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into this 25th day of August 2020, by and between: Benefitfocus.com, Inc., having its principal place of business at 100 Benefitfocus Way, Charleston, SC 29492 (hereinafter referred to as “Benefitfocus”), and Stephen Swad (hereinafter referred to as the “Associate”)
CO-SALE AND VOTING AGREEMENTCo-Sale and Voting Agreement • June 8th, 2020 • Benefitfocus, Inc. • Services-prepackaged software • Delaware
THIS CO-SALE AND VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2020, by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), BuildGroup LLC, a Delaware limited liability company (“BuildGroup”), and Mason R. Holland, Jr. (“Holland” and, together with BuildGroup, the “Stockholders”).
Guarantee and Collateral AgreementGuarantee and Collateral Agreement • May 8th, 2020 • Benefitfocus,Inc. • Services-prepackaged software • New York
This GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of March 3, 2020 is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”), in favor of SILICON VALLEY BANK, as administrative agent and collateral agent (together with its successors, in such capacities, the “Administrative Agent”) for the banks and other financial institutions or entities (each a “Lender” and, collectively, the “Lenders”) from time to time party to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, supplemented, restructured or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), among BENEFITFOCUS, INC., a Delaware corporation (“Parent”), BENEFITFOCUS.COM, INC., a South Carolina corporation (“Benefitfocus.com”), and BENEFITSTORE, INC., a South Carolina corporation (“BenefitStore”, and together with Parent and
