Q2 Holdings, Inc. 4,117,647 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 15th, 2020 • Q2 Holdings, Inc. • Services-prepackaged software • New York
Q2 Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,117,647 shares of Common Stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”). In addition, at the option of the Underwriters, the Company proposes to issue and sell, up to an additional 117,647 shares of Common Stock of the Company and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 500,000 shares of Common Stock of the Company (together, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
Q2 HOLDINGS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 18, 2020 0.125% Convertible Senior Notes due 2025Indenture • November 20th, 2020 • Q2 Holdings, Inc. • Services-prepackaged software • New York
INDENTURE, dated as of November 18, 2020, between Q2 HOLDINGS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
November 11, 2020Call Option Transaction • November 12th, 2020 • Q2 Holdings, Inc. • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_______] (“Dealer”) and Q2 Holdings, Inc., a Delaware corporation (“Counterparty”), as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer Name and Address]Warrant Agreement • February 26th, 2018 • Q2 Holdings, Inc. • Services-prepackaged software • New York
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Q2 Holdings, Inc. (“Company”) to [Dealer] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, Q2 HOLDINGS, INC., as Parent, and Q2 SOFTWARE, INC. as Borrower Dated as of April 11, 2013Credit Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of April 11, 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”), Q2 Holdings, Inc., a Delaware corporation (“Parent”), and Q2 Software, Inc., a Delaware corporation (“Borrower”).
Q2 HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT (For U.S. Participants)Restricted Stock Units Agreement • November 10th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
Q2 Holdings, 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 Q2 Holdings, 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 A
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 25th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement, dated , is made between Q2 Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of April 11, 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 EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 21st, 2024 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into and made effective on February 17, 2024 (the “Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Jonathan A. Price (“Executive”). Each of the Company and Executive are a “Party” and, collectively, they are the “Parties.”
Q2 Holdings, Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 6th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • New York
Q2 Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Common Stock, par value $ 0.0001 per share, of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively with the shares to be sold by the Company, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the
Q2 HOLDINGS, INC. 0.75% CONVERTIBLE SENIOR NOTES DUE 2026 PURCHASE AGREEMENT June 5, 2019Purchase Agreement • June 6th, 2019 • Q2 Holdings, Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2020 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
This Employment Agreement (the “Agreement”) is made effective November 9, 2020 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and David Mehok (“Executive”).
Q2 HOLDINGS, INC. STOCK OPTION AGREEMENT (For Executive Officers)Stock Option Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
Q2 Holdings, Inc. (the “Company”) has granted to the individual (the “Participant”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Stock Option Agreement (this “Option Agreement”) is attached, an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Q2 Holding, Inc. 2007 Stock Plan (the “Plan”), as amended to the Date of Option Grant and as interpreted from time to time by the Board of Directors of the Company, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) represents that the Participant has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the Plan and this Option Agreement, (b) accepts the Option subject to all of the terms and conditions of the Notice, the Pla
AGREEMENT AND PLAN OF MERGER AMONG CBG Holdings, Inc, a Delaware Corporation (“Acquiror”), Q2 Acquisition Corporation a Delaware Corporation (“Merger Sub”), Q2 Software, Inc., a Delaware Corporation (“Target”) and RHS Investments, L.P. (“Stockholder”)...Merger Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Reorganization (this “Agreement”) is entered into as of July 27, 2007, by and among CBG Holdings, Inc., a Delaware corporation (“Acquiror”), Q2 Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Acquiror (“Merger Sub”), Q2 Software, Inc., a Delaware corporation (“Target”) and RHS Investments, L.P. (the “Stockholder”). Acquiror, Merger Sub, Target and Stockholder are referred to collectively as the “Parties,” and each as a “Party.”
Q2 HOLDINGS, INC. (F/K/A CBG HOLDINGS, INC.) SECOND AMENDED AND RESTATED VOTING AGREEMENT March 1, 2013Voting Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
This Second Amended and Restated Voting Agreement (this “Agreement”) is made as of March 1, 2013 by and among Q2 Holdings, Inc. (f/k/a CBG Holdings, Inc.), a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (each an “Investor,” and collectively, the “Investors”) and all holders of Common Stock (as hereinafter defined) of the Company (each a “Common Holder” and together the “Common Holders”) listed on Exhibit B attached hereto, as such Exhibit B may be amended from time to time with no further action on the parties hereto to add subsequent holders of Common Stock of the Company. The Investors and Common Holders are referred to herein collectively as the “Voting Parties.”
Q2 HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • November 6th, 2015 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
Q2 Holdings, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Q2 Holdings, 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 Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b)
LEASE AGREEMENT by and between CREF ASPEN LAKE BUILDING II LLC, a Texas limited liability company as Landlord and Q2 SOFTWARE, INC. D/B/A Q2EBANKING, a Delaware corporation as Tenant dated July 18, 2014Lease Agreement • July 23rd, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the __ day of July 18, 2014 (the “Effective Date”), by and between CREF ASPEN LAKE BUILDING II, LLC, a Texas limited liability company (“Landlord”), and Q2 SOFTWARE INC., D/B/A Q2EBANKING, a Delaware corporation (“Tenant”).
Q2 HOLDINGS, INC. (F/K/A CBG HOLDINGS, INC.) THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 1, 2013Investors’ Rights Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 1, 2013, by and among Q2 Holdings, Inc. (f/k/a CBG Holdings, Inc.), a Delaware corporation (the “Company”), the persons and entities (each, a “Junior Investor” and collectively, the “Junior Investors”) listed on Exhibit A hereto, and the persons and entities (each, a “Senior Investor” and collectively, the “Senior Investors” and together with the Junior Investors, the “Investors”) listed on Exhibit B hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
Infrastructure Availability Service Level AgreementService Level Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software
This Service Level Agreement, known as “SLA”, between Cyrus Networks, LLC dba CyrusOne, a Delaware corporation with its principal place of business at 4201 Southwest Freeway, Houston, Texas 77027 and Q2 Software, Inc., known as “Customer”, is entered into pursuant to the Master Services Agreement, known as “MSA’, dated 1/7/2010.
PATENT SECURITY AGREEMENTPatent Security Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 11 th day of April 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”),
Q2 HOLDINGS, INC. (F/K/A CBG HOLDINGS, INC.) SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT March 1, 2013Right of First Refusal and Co-Sale Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2013 by and among Q2 Holdings, Inc. (f/k/a CBG Holdings, Inc.), a Delaware corporation (the “Company”), the holders (other than the Investors) of the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), set forth on Exhibit A, to this Agreement, as such Exhibit A may be amended from time to time with no further action on the part of the parties to this Agreement to add subsequent holders of Common Stock (individually a “Common Holder,” collectively, the “Common Holders”), and the undersigned holders of (i) the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), (ii) the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“Series B Preferred Stock”) and (iii) the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (“Series C Preferred
SEPARATION AND DISTRIBUTION AGREEMENT by and among CBG HOLDINGS, INC., Q2 SOFTWARE, INC. CB NETWORK HOLDINGS, INC. and CBANC NETWORK, INCORPORATED dated as of March 1, 2013Separation and Distribution Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 1, 2013, is entered into by and among CBG Holdings, Inc., a Delaware corporation (“Parent”), Q2 Software, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Q2”), CB Network Holdings, Inc., a Delaware corporation (“Spinco”), and cbanc Network, Incorporated, a Delaware corporation and wholly owned subsidiary of Parent (“CBN” and, collectively with Spinco, “CBanc”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
Master Service AgreementMaster Service Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Colorado
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 11, 2010 by and among ITS, Inc., an Iowa corporation (“ITS”), ITS Acquisition Sub, Inc., an Iowa corporation and wholly owned subsidiary of ITS (“Acquisition Sub”), and Cardinal Software Inc., a Delaware corporation (“Seller”) and wholly owned subsidiary of CBG Holdings, Inc., a Delaware corporation (“Parent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG Q2 SOFTWARE, INC. MONTANA MERGER SUBSIDIARY, INC. CLOUD LENDING, INC. AND FORTIS ADVISORS LLC, AS EQUITYHOLDER REPRESENTATIVE AUGUST 6, 2018Merger Agreement • August 8th, 2018 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 6, 2018 by and among Q2 Software, Inc., a Delaware corporation (“Acquiror”), Montana Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), Cloud Lending, Inc., a Delaware corporation (the “Company”), and Fortis Advisors, LLC, a Delaware limited liability company, solely in its capacity as the representative, agent and attorney-in-fact (the “Equityholder Representative”) of the Equityholders (as defined below). Certain capitalized terms used in this Agreement are defined in Section 1 and Schedule 2.14.
Q2 HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENT For Non-Employee Member of Board of DirectorsNonstatutory Stock Option Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
Q2 Holdings, Inc. (the “Company”) has granted to the individual (the “Participant”) named in the Notice of Grant of Stock Option (the “Notice”) to which this Nonstatutory Stock Option Agreement (this “Option Agreement”) is attached, an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Q2 Holding, Inc. 2007 Stock Plan (the “Plan”), as amended to the Date of Option Grant and as interpreted from time to time by the Board of Directors of the Company, the provisions of which are incorporated herein by reference. By signing the Notice, the Participant: (a) represents that the Participant has received copies of, and has read and is familiar with the terms and conditions of, the Notice, the Plan and this Option Agreement, (b) accepts the Option subject to all of the terms and conditions of the No
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 31st, 2015 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of July 31, 2015 by and among Centrix Solutions, Inc., a Nebraska corporation (the “Company”), the holders of all of the outstanding shares of capital stock of the Company (collectively, the “Shareholders”), Timothy L. Schnell, as Agent of the Shareholders (“Agent”) and Q2 Software, Inc., a Delaware corporation (“Purchaser”).
MASTER SERVICE AGREEMENT Account No Date x New Customer o New Service AddendumMaster Service Agreement • February 12th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software
This Agreement is made as of the date of the last execution below (the “Effective Date”). Cyrus Networks, LLC, dba CyrusOne, a Delaware corporation with its principal place of business at 4201 Southwest Freeway, Houston, Texas 77027 hereby provides this Master Service Agreement ( the “Master Service Agreement” or this “Agreement”)for the services as ordered pursuant to the Customer Order Form. These terms for delivery of services shall apply and will be considered a part of any “Customer Order Form” for all Services delivered by CyrusOne. These terms including any attachments, schedules, supplements, agendas or exhibits incorporated herein and are applicable to sales of Services located in, originating or terminating in the United States. All Services ordered hereunder are subject to credit approval and availability.
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2015 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is made effective on February 20, 2014 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”) and Jennifer N. Harris (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2014 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
This Employment Agreement (this “Agreement”) is made effective on February 20, 2014 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”) and R.H. “Hank” Seale, III.
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENTCredit Agreement • August 4th, 2016 • Q2 Holdings, Inc. • Services-prepackaged software
This Amendment Number Four to Credit Agreement and Limited Waiver (this “Amendment”) is effective as of March 31, 2016 (the “Fourth Amendment Effective Date”), by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and 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”) and Q2 HOLDINGS, INC., a Delaware corporation (“Parent”) and Q2 SOFTWARE, INC., a Delaware corporation (“Borrower”), on the other hand, in light of the following:
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • May 4th, 2015 • Q2 Holdings, Inc. • Services-prepackaged software
This First Amendment to Lease Agreement (this "Amendment") is entered into as of May 1st, 2015 (the "Effective Date") by and between CREF ASPEN LAKE BUILDING II, LLC, a Texas limited liability company (the "Landlord"), as landlord, and Q2 SOFTWARE INC. D/B/A Q2, a Delaware corporation (the "Tenant"), as tenant, with reference to the following facts:
EMPLOYMENT AGREEMENTEmployment Agreement • February 16th, 2018 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
This Employment Agreement (the “Agreement”) is made effective on November 1, 2017 (“Effective Date”), by and between Q2 Software, Inc., a Delaware corporation (“Company”), and Christine Petersen (“Executive”).
LEASE AGREEMENT by and between ASPEN LAKE BUILDING THREE, LLC, a Texas limited liability company as Landlord and Q2 SOFTWARE, INC., a Delaware corporation as Tenant dated December 18, 2019Lease Agreement • December 20th, 2019 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
THIS LEASE AGREEMENT (this "Lease") is made and entered into as of the 18th day of December, 2019 (the "Effective Date"), by and between ASPEN LAKE BUILDING THREE, LLC, a Texas limited liability company ("Landlord"), and Q2 SOFTWARE INC., a Delaware corporation ("Tenant").
AGREEMENT AND PLAN OF MERGER by and among LENDER PERFORMANCE GROUP, LLC, LENDER PERFORMANCE GROUP BLOCKER, LLC, LPGB, INC., INSIGHT (DELAWARE) PL BLOCKER CORPORATION, INSIGHT (CAYMAN) PL BLOCKER CORPORATION, Q2 SOFTWARE, INC., ARROW BLOCKER MERGER SUB...Merger Agreement • October 1st, 2019 • Q2 Holdings, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 30, 2019, is made by and among Lender Performance Group, LLC, a Delaware limited liability company also doing business as PrecisionLender (the "Company"), Lender Performance Group Blocker, LLC, a Delaware limited liability company ("Blocker A"), LPGB, Inc., a Delaware corporation ("Georgian Blocker"), Insight (Delaware) PL Blocker Corporation, a Delaware corporation ("Insight Blocker A"), and Insight (Cayman) PL Blocker Corporation, a Delaware corporation ("Insight Blocker B" and together with Blocker A, Georgian Blocker and Insight Blocker A, each a "Blocker" and collectively the "Blockers"), Q2 Software, Inc., a Delaware corporation ("Acquiror"), Arrow Blocker Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror ("Blocker Merger Sub 1"), Arrow Blocker Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror ("Blocker Merger Sub 2"), Arrow Bl
