BY AND AMONGMerger Agreement • July 7th, 2006 • Intersections Inc • Services-computer processing & data preparation • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 15, 2012 among INTERSECTIONS INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETOCredit Agreement • November 21st, 2012 • Intersections Inc • Services-computer processing & data preparation • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November 15, 2012, among INTERSECTIONS INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXECUTION VERSION CREDIT AGREEMENT Dated as of July 3, 2006Credit Agreement • July 7th, 2006 • Intersections Inc • Services-computer processing & data preparation • Virginia
AGREEMENTConfidentiality Agreement • February 9th, 2004 • Intersections Inc • Services-computer processing & data preparation • Illinois
AGREEMENTService Agreement • December 16th, 2003 • Intersections Inc • Illinois
WITNESSETH:Employment Agreement • April 27th, 2004 • Intersections Inc • Services-computer processing & data preparation • Delaware
WITNESSETH:Employment Agreement • April 27th, 2004 • Intersections Inc • Services-computer processing & data preparation • Delaware
WITNESSETH:Employment Agreement • April 27th, 2004 • Intersections Inc • Services-computer processing & data preparation • Delaware
INTERSECTIONS INC. June 30, 2006Merger Agreement • July 7th, 2006 • Intersections Inc • Services-computer processing & data preparation
WITNESSETH:Software License Agreement • March 4th, 2004 • Intersections Inc • Services-computer processing & data preparation • New York
SERVICE AGREEMENT FOR CONSUMER RESALEService Agreement • February 9th, 2004 • Intersections Inc • Services-computer processing & data preparation
EXHIBIT 10.11 INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED IS OMITTED AND IS NOTED WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL...Project Agreement • December 16th, 2003 • Intersections Inc
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 6th, 2018 • Intersections Inc • Services-computer processing & data preparation • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2018, between WC SACD One Parent, Inc., a Delaware corporation (“Parent”), WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”) and Intersections Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2017 • Intersections Inc • Services-computer processing & data preparation • Virginia
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 17th day of February, 2017, by and between Intersections Inc., a Delaware corporation, with offices at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151 (the “Corporation”) and Duane L. Berlin (the “Executive”). This Agreement shall be effective as of January 1, 2017 (the “Effective Date”).
ARTICLE 1 TERMReseller Services Agreement • April 5th, 2004 • Intersections Inc • Services-computer processing & data preparation • California
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2010 • Intersections Inc • Services-computer processing & data preparation • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 23rd day of December 2010, by and between Intersections Inc., a Delaware corporation, with offices at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151 (the “Corporation”), and Steven A. Schwartz, an individual, residing at 6202 Woodland Lake Drive, Alexandria, Virginia 22310 (the “Executive”).
FORMaster Agreement for Marketing, Operational and Cooperative Services • April 27th, 2004 • Intersections Inc • Services-computer processing & data preparation • Georgia
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 10th, 2014 • Intersections Inc • Services-computer processing & data preparation • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 7, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and INTERSECTIONS INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 5th, 2017 • Intersections Inc • Services-computer processing & data preparation • New York
The Borrowers have requested that the Term Lenders provide certain extensions of credit, and the Term Lenders are willing to do so on the terms and conditions set forth herein.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 17th, 2015 • Intersections Inc • Services-computer processing & data preparation • Virginia
This Subscription Agreement (this “Agreement”) is by and between the undersigned (the “Subscriber”) and Intersections Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Private Placement”) of up to 3,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $2.50 per share. The shares are being offered to certain existing stockholders of the Company and selected members of the general public who, in each case, are “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Subscriber must subscribe for a minimum of $50,000 of Common Stock. The Company reserves the right, in its sole discretion, to change or waive the purchase limitations.
INCENTIVE AWARD AGREEMENT NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 30th, 2018 • Intersections Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT, made on December 6, 2017 (the “Award Date”), by and between Intersections Inc. (the “Corporation”) and Michael R. Stanfield (the “Holder”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 17th, 2008 • Intersections Inc • Services-computer processing & data preparation • Delaware
This STOCK PURCHASE AGREEMENT, dated as of November 9, 2007, is by and among INTERSECTIONS INC., a Delaware corporation (“Purchaser”), NET ENFORCERS, INC., a Florida corporation (the “Company”), and JOSEPH C. LOOMIS, a Florida resident (“Seller”). Certain capitalized terms used but not defined in the text hereof shall have the meanings ascribed to them in Section 11.1 hereof.
EXHIBIT 10.4 AGREEMENT FOR SERVICES ADMINISTRATION BETWEEN INTERSECTIONS INC. AND DISCOVER BANK THIS AGREEMENT is made and entered into as of the 11th day of March 2002 (the "Effective Date"), by and between Intersections Inc. ("Intersections"), a...Agreement for Services Administration • February 9th, 2004 • Intersections Inc • Services-computer processing & data preparation • Illinois
INCENTIVE AWARD AGREEMENT RSU AWARD AGREEMENT1Rsu Award Agreement • August 9th, 2016 • Intersections Inc • Services-computer processing & data preparation • Delaware
WHEREAS, the Corporation has established the 2014 Stock Incentive Plan, as amended from time to time (the “Plan”), pursuant to which restricted stock units (“RSUs”), may be awarded to employees, directors, consultants and independent contractors of the Corporation and its Subsidiaries; and
SUBORDINATION AGREEMENTSubordination Agreement • June 28th, 2018 • Intersections Inc • Services-computer processing & data preparation • New York
SUBORDINATION AGREEMENT, dated as of June 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among PEAK6 STRATEGIC CAPITAL LLC, INTERSECTIONS INC. and DAVID A. MCGOUGH. The parties hereto hereby agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2017 • Intersections Inc • Services-computer processing & data preparation • Virginia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made as of this 10th day of January, 2017, by and between Intersections Inc., a Delaware corporation, with offices at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151 (the "Corporation") and Michael R. Stanfield (the "Executive"). This Agreement shall be effective as of January 10, 2017 (the "Effective Date").
EXHIBIT 10.7 AGREEMENT FOR CREDIT MONITORING BATCH PROCESSING SERVICES This AGREEMENT FOR CREDIT MONITORING BATCH PROCESSING SERVICES by and among EQUIFAX CONSUMER SERVICES, INC., a Georgia corporation with a principal place of business at 1550...Credit Monitoring Batch Processing Services Agreement • April 5th, 2004 • Intersections Inc • Services-computer processing & data preparation • Georgia
EXHIBIT 10.2 INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH CONFIDENTIAL...Consumer Credit Information Service Agreement • February 9th, 2004 • Intersections Inc • Services-computer processing & data preparation • New York
INCENTIVE AWARD AGREEMENT RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 27th, 2015 • Intersections Inc • Services-computer processing & data preparation • Delaware
WHEREAS, the Corporation has established the 2014 Stock Incentive Plan (the “Plan”) pursuant to which shares of the Corporation’s common stock, par value $.01 per share (“Shares”), may be awarded to employees, directors, consultants and independent contractors of the Corporation and its Subsidiaries; and
WARRANTWarrant Agreement • April 25th, 2017 • Intersections Inc • Services-computer processing & data preparation • New York
THIS IS TO CERTIFY THAT, in exchange for payment of One Million Five Hundred Thousand Dollars ($1,500,000.00), receipt of which is hereby acknowledged and which the parties agree represents fair market value, PEAK6 INVESTMENTS, L.P., a Delaware limited partnership, or its registered assigns (collectively, the "Holder"), is entitled, at any time, and from time to time, on or prior to the Expiration Date (as defined below) to purchase from INTERSECTIONS INC., a Delaware corporation (the "Company"), One Million Five Hundred Thousand (1,500,000) shares of Common Stock (as defined below) (each such share, a "Warrant Share" and all such shares, the "Warrant Shares") on the date of exercise (subject to adjustment as provided herein), all on the terms and conditions and pursuant to the provisions hereinafter set forth.
DISASTER RECOVERY SITE AGREEMENTDisaster Recovery Site Agreement • May 10th, 2006 • Intersections Inc • Services-computer processing & data preparation • Virginia
This Agreement (“Agreement”) is entered into this 16th day of March, 2006 (“Effective Date”) by and between Intersections Inc., a Delaware corporation with its principal place of business at 14901 Bogle Drive, Chantilly, Virginia 20151 (“Intersections”) and Digital Matrix Systems, a Texas corporation with its principal place of business at 15301 Spectrum Drive, 2nd Floor, Addison, Texas 75001 (“DMS”).
ContractMembership Interest Purchase Agreement • July 22nd, 2010 • Intersections Inc • Services-computer processing & data preparation
EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT between STERLING INFOSYSTEMS, INC. INTERSECTIONS INC., SCREENING INTERNATIONAL HOLDINGS, LLC and SCREENING INTERNATIONAL, LLC ____________ Dated as of July 19, 2010
MEMBERSHIP PURCHASE AGREEMENT by and between INTERSECTIONS INC. and CITIBANK (SOUTH DAKOTA), N. A. CITI CREDIT MONITORING SERVICE CUSTOMER PORTFOLIO JANUARY 31, 2008Membership Purchase Agreement • March 17th, 2008 • Intersections Inc • Services-computer processing & data preparation • Delaware
MEMBERSHIP PURCHASE AGREEMENT, dated as of January 31, 2008 (this “Agreement”), by and between Intersections Inc., a Delaware corporation (the “Buyer”), and Citibank (South Dakota), N.A., a national banking association (the “Seller”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 11th, 2018 • Intersections Inc • Services-computer processing & data preparation • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is made and entered into as of June 8, 2018, by and among INTERSECTIONS INC., a Delaware corporation (“Intersections” or the “Borrower Representative”), INTERSECTIONS ENTERPRISES INC., a Delaware corporation (“Enterprises”), INTERSECTIONS HOLDINGS INC., a Delaware corporation (“Holdings”), and IISI INSURANCE SERVICES INC., an Illinois corporation formerly known as IISI Inc. and Intersections Insurance Services Inc. (“IISI” and together with Intersections, Enterprises, and Holdings, each individually, a “Borrower” and collectively, the “Borrowers”), PEAK6 INVESTMENTS, L.P. (“Peak6 Investments”), a Delaware limited partnership (as “Administrative Agent”), and PEAK6 STRATEGIC CAPITAL LLC (f/k/a, PEAK6 Ventures LLC), a Delaware limited liability company (as the “Term Lender”).
LIMITED GUARANTYLimited Guaranty • November 6th, 2018 • Intersections Inc • Services-computer processing & data preparation • Delaware
This LIMITED GUARANTY (this “Limited Guaranty”) is made and entered into as of October 31, 2018 by and among WndrCo Holdings, LLC, a Delaware limited liability company, General Catalyst Group IX, L.P., a Delaware limited partnership, GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership, and iSubscribed, Inc., a Delaware corporation (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Intersections Inc., a Delaware corporation (the “Company”). Each of the Guarantors and the Company are referred to herein collectively as the “Parties” and individually as a “Party”.
