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 • August 29th, 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”).
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”).
SEPARATION PAY AGREEMENTSeparation Pay Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Georgia
THIS SEPARATION PAY AGREEMENT (the “Agreement”) by and between Connecture, Inc. (“Company”) and Mark Granville (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of the 10th of September, 2012 (the “Effective Date”).
CONNECTURE, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 29th, 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.”
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”).
SUBORDINATED NOTE GUARANTYSubordinated Note Guaranty • August 29th, 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”).
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 • August 29th, 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 • August 29th, 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”).
EXCHANGE AGREEMENTExchange Agreement • August 29th, 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 • August 29th, 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”.
FIRST LEASE AMENDMENTFirst Lease Amendment • August 29th, 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 • August 29th, 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.
PATENT SECURITY AGREEMENTPatent Security Agreement • August 29th, 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.
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”).
AMENDMENT NO. 5 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 5 AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is made as of June 12, 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 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.
SECOND LEASE AMENDMENTSecond Lease • August 29th, 2014 • Connecture Inc • Services-prepackaged software
THIS SECOND LEASE AMENDMENT made this 2/4, 2014 by and between CORE Realty Holdings Management, Inc., a California corporation, fbo Brookfield Lakes Tenants in Common hereinafter referred to as “Landlord”) and Connecture, Inc., a Delaware corporation (hereinafter referred to as “Tenant”). The date of this Second Lease Amendment shall be the “Amendment Effective Date”.
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Georgia
THIS FIRST AMENDMENT TO OFFICE LEASE (this “First Amendment”) is made as of this 31st day of December, 2013 (the “Effective Date”), by and between TR 55 ALLEN PLAZA LLC, a Delaware limited liability company (“Landlord”), and CONNECTURE, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 AND WAIVER TO SECOND LIEN TERM LOAN AGREEMENTTerm Loan Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 2 AND WAIVER TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of March 20, 2014 (the “Second Amendment 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.
CONNECTURE, INC. VOTING AGREEMENTVoting Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of this 3rd day of August, 2012, by and among CONNECTURE, INC., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), and options or warrants to purchase Common Stock, listed on EXHIBIT A hereto (the “Key Holders”) and the Persons listed on EXHIBIT B hereto (the “Investors” and collectively with the Key Holders, the “Stockholders”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 29th, 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”).
SEPARATION PAY AGREEMENTSeparation Pay Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Wisconsin
THIS SEPARATION PAY AGREEMENT (the “Agreement”), by and between Connecture, Inc. (the “Company”) and Douglas Schneider (“You”)(the Company and You each a “Party”, collectively the “Parties”), is entered into and made effective as of December 31, 2011 (the “Effective Date”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of March 18, 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.
TRANSACTION BONUS AGREEMENTTransaction Bonus Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
This Transaction Bonus Agreement (this “Agreement”) is entered into as of October 26, 2012, by and between Connecture, Inc., a Delaware corporation (the “Company”), and Robert Douglas Schneider (“Executive”).
AMENDMENT NO. 3 TO TERM LOAN AGREEMENTTerm Loan Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 3 TO TERM LOAN AGREEMENT (this “Amendment”) is made as of May 29, 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.
55 ALLEN PLAZA OFFICE LEASE between TR 55 ALLEN PLAZA LLC Landlord and CONNECTURE, INC. Tenant September 30, 2013Office Lease • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Georgia
It is understood and agreed expressly by and between the parties hereto, anything herein to the contrary notwithstanding, that each and all of the representations, warranties, covenants, undertakings and agreements made herein on the part of Landlord, while in form purporting to be the representations, warranties, covenants, undertakings and agreements of Landlord, are nevertheless each and every one of them made and intended, not as personal representations, warranties, covenants, undertakings and agreements by Landlord or for the purpose or with the intention of binding Landlord personally, but are made and intended for the purpose only of subjecting Landlord’s interest in the Property, the Building, and the Premises to the terms of this Lease and for no other purpose whatsoever, and in case of default hereunder by Landlord, Tenant shall look solely to the interests of Landlord in the Property, the Building and the Premises; that Landlord shall have no personal liability whatsoever t
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is made as of May 29, 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 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.
CONNECTURE, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • August 29th, 2014 • Connecture Inc • Services-prepackaged software • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Agreement”) is made and entered into as of this 3rd day of August 2012, by and among CONNECTURE, INC., a Delaware corporation (the “Company”), each of the persons and entities listed on Exhibit A hereto (each referred to herein as a “Key Holder” and collectively as the “Key Holders”) and each of the persons and entities listed on EXHIBIT B hereto (the “Investors”).
