· ] Shares Textura Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2013 • Textura Corp • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER dated as of April 28, 2016 among TEXTURA CORPORATION, OC ACQUISITION LLC, TULIP ACQUISITION CORPORATION and ORACLE CORPORATIONMerger Agreement • April 29th, 2016 • Textura Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 28, 2016 among Textura Corporation, a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Tulip Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party solely with respect to performance of its obligations set forth in Section 3.06, Section 10.07, Section 10.08 and Section 10.15.
·]] Shares Textura Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2013 • Textura Corp • Services-prepackaged software • New York
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 12th, 2016 • Textura Corp • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of April 28, 2016 (this “Agreement”), among OC Acquisition LLC, a Delaware limited liability company (“Parent”), Tulip Acquisition Corporation, a Delaware corporation (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
Employment Agreement of Patrick J. AllinEmployment Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This Employment Agreement (this “Agreement”) is effective as of March 28, 2013 (the “Effective Date”), by and between Textura Corporation (the “Company”) and Patrick J. Allin (the “Executive”).
ContractReferral Fee Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This 2010 Referral Fee Agreement (this “Agreement”) is made and entered into this 15th day of June, 2010 (the “Effective Date”), by and between Textura Corporation, a Delaware corporation having a principal place of business at 1405 Lake Cook Road, Deerfield, IL 60015 (“Textura”) and Aon Risk Services Central, Inc., an Illinois corporation having a principal place of business at 200 East Randolph Street, Chicago, IL 60601 and formerly known as Aon Risk Services of Illinois, Inc. (“Aon” and together with Textura, the “Parties” and each a “Party”).
Agreement and Plan of Merger by and amongAgreement and Plan of Merger • November 25th, 2013 • Textura Corp • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 13, 2013 by and among (i) Textura Corporation, a Delaware corporation (“Purchaser”); (ii) Laser Acquisition Corporation, a Virginia corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”); (iii) Latista Technologies, Inc., a Virginia corporation (“Company”), and (iv) the Shareholders’ Agent (defined herein).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2013 • Textura Corp • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of the day of , 2013, by and between Textura Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
ASSET PURCHASE AGREEMENT by and among TEXTURA PLANSWIFT CORPORATION, TEXTURA CORPORATION and PLANSWIFT, LLC Dated as of January 31, 2013Asset Purchase Agreement • April 26th, 2013 • Textura Corp • Services-prepackaged software • Delaware
This ASSET PURCHASE AGREEMENT is made as of January 31, 2013, by and among TEXTURA CORPORATION, a Delaware corporation (“Textura Parent”), TEXTURA PLANSWIFT CORPORATION, a Delaware corporation (“Purchaser”), and PLANSWIFT, LLC, a Delaware limited liability company (“Seller”). Certain capitalized terms used herein are defined in Exhibit A.
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
SOFTWARE DEVELOPMENT AND SERVICE AGREEMENTSoftware Development and Service Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This Software Development and Service Agreement (this “Agreement”) is made and entered into this 15th day of June, 2010 (the “Effective Date”) by and between Textura Corporation, a Delaware corporation having a principal place of business at 1405 Lake Cook Road, Deerfield, IL 60015 (“Textura”), and Aon Risk Services Central, Inc., an Illinois corporation having a principal place of business at 200 East Randolph Street, Chicago, IL 60601 and formerly known as Aon Risk Services of Illinois, Inc. (“Aon” and together with Textura, the “Parties” and each a “Party”).
CONSTRUCTION LOAN AGREEMENT Dated August 14, 2007 by and between Textura, LLC, a Wisconsin limited liability company, as Borrower and First Midwest Bank as Lender 1405 Lake Cook Road, Deerfield, IllinoisConstruction Loan Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
THIS CONSTRUCTION LOAN AGREEMENT (“Agreement”), is made and entered into as of August 14, 2007, by and between Textura, LLC, a Wisconsin limited liability company (“Borrower”), and First Midwest Bank, its successors and assigns (“Lender”).
SECOND MODIFICATION OF LOAN DOCUMENTSModification of Loan Documents • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This SECOND MODIFICATION OF LOAN DOCUMENTS (this “Agreement”) is made as of the 14th day of August, 2011, by and among by and among TEXTURA Corporation, a Delaware corporation (the “Borrower”) and FIRST MIDWEST BANK, its successors and assigns (the “Lender”).
RESTRICTED STOCK UNIT AWARD AGREEMENT TEXTURA CORPORATION LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 26th, 2013 • Textura Corp • Services-prepackaged software • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, by and between Textura Corporation, a Delaware corporation (the “Company”), and the Participant named above is entered into pursuant to the Textura Corporation Long-Term Incentive Plan (as the same may be amended, restated, supplemented and otherwise modified from time to time, the “Plan”). All capitalized terms not otherwise defined in the text of this Agreement have the meanings attributed to them in the Plan. This Agreement is subject to the terms and conditions of the Plan.
THIRD AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND WAIVER BY AND BETWEEN TEXTURA CORPORATION AND FIRST MIDWEST BANKConstruction Loan Agreement • May 17th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This THIRD AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND WAIVER (this “Amendment”) is dated and effective as of the date which is the later to occur of the dates set forth in the signature blocks set forth below (the “Effective Date”), between Textura Corporation, a Delaware corporation (the “Borrower”) and First Midwest Bank (the “Lender”).
CONTRIBUTION AGREEMENT DATED AS OF NOVEMBER 7, 2011 BY AND AMONG SUBMITTAL EXCHANGE HOLDINGS, LLC, TEXTURA CORPORATION, SUBMITTAL EXCHANGE, LLC AND THE MEMBERS OF SUBMITTAL EXCHANGE, LLCContribution Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of November 7, 2011, is adopted by, executed and agreed to, for good and valuable consideration, by and among Submittal Exchange Holdings, LLC, a Delaware limited liability company (the “Company”), Textura Corporation, a Delaware corporation (“Textura”) and each of the other Members (as defined herein) listed on the signature pages hereto.
ORACLE CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERSConfidential Disclosure Agreement • May 12th, 2016 • Textura Corp • Services-prepackaged software • Delaware
This Confidential Disclosure Agreement (Agreement”) is entered into as of the effective date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2013 • Textura Corp • Services-prepackaged software • New York
This Indemnification Agreement (this “Agreement”) is dated and effective as of September 16, 2013, between Textura Corporation. (the “Company”), Aon Risk Services Companies, Inc. and Aon Risk Services Central, Inc. (collectively, the “Selling Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Underwriting Agreement (as defined below).
This document was prepared by,Construction Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
FORM OF OPTION AWARD AGREEMENT TEXTURA CORPORATION LONG-TERM INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • April 26th, 2013 • Textura Corp • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, by and between Textura Corporation, a Delaware corporation (the “Company”), and the Participant, is entered into pursuant to the Textura Corporation Long-Term Incentive Plan (as the same may be amended, restated, supplemented and otherwise modified from time to time, the “Plan”). All capitalized terms not otherwise defined in the text of this Agreement have the meanings attributed to them in the Plan. This Agreement is subject to the terms and conditions of the Plan.
September , 2013Underwriting Agreement • September 19th, 2013 • Textura Corp • Services-prepackaged software
The holders of common stock of Textura Corporation, a Delaware corporation (the “Company”), whose names appear on the signature pages hereto (collectively, the “Selling Stockholders”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, the Selling Stockholders and Credit Suisse Securities (USA) LLC and William Blair & Company, L.L.C., as representatives (collectively, the “Representatives”) of the several underwriters to be named on Schedule B to the Underwriting Agreement (the “Underwriters”). The Selling Stockholders propose to sell to the Underwriters pursuant to the Underwriting Agreement certain authorized and issued shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) owned by them. In connection with the Selling Stockholders participating in the offering contemplated by the Underwriting Agreement, the Company and the Selling Stockholders are entering into this agreement (this “Agreement”). Capi
AMENDMENT TO REFERRAL AGREEMENTReferral Agreement • February 13th, 2014 • Textura Corp • Services-prepackaged software • Illinois
This Amendment (this “Amendment”) to the Referral Fee Agreement, dated June 15, 2010 (the “Agreement”), by and between Textura Corporation, a Delaware corporation (“Textura”), and Aon Risk Services Central, Inc., an Illinois corporation (“Aon” and together with Textura, the “Parties” and each a “Party”), is dated as of December 31, 2013. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.
FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS BY AND BETWEEN TEXTURA CORPORATION AND FIRST MIDWEST BANKConstruction Loan Agreement • September 17th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This FOURTH AMENDMENT TO CONSTRUCTION LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS (this “Amendment”) is dated and effective as of September 10, 2013 (the “Effective Date”), between Textura Corporation, a Delaware corporation (the “Borrower”) and First Midwest Bank (the “Lender”).
Employment Agreement of Patrick J. AllinEmployment Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
This Employment Agreement (the “Agreement”) is effective as of October 1, 2010 (the “Effective Date”), by and between Textura Corporation (the “Company”) and Patrick J. Allin (the “Executive”).
September 16, 2013Underwriting Agreement • September 19th, 2013 • Textura Corp • Services-prepackaged software • New York
First Midwest Bancorp, Inc. (the “Holder”) and certain other holders of common stock of Textura Corporation, a Delaware corporation (the “Company”, and such stockholders and the Holder being hereinafter sometimes collectively referred to as the “Selling Stockholders”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, the Selling Stockholders and Credit Suisse Securities (USA) LLC and William Blair & Company, L.L.C., as representatives (collectively, the “Representatives”) of the several underwriters to be named on Schedule B to the Underwriting Agreement (the “Underwriters”). The Selling Stockholders propose to sell to the Underwriters pursuant to the Underwriting Agreement certain authorized and issued shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”) owned by them. In connection with the Holder participating in the offering contemplated by the Underwriting Agreement, the Company and the Holder
AMENDMENT TO SOFTWARE DEVELOPMENT AND SERVICE AGREEMENTSoftware Development and Service Agreement • February 13th, 2014 • Textura Corp • Services-prepackaged software • Illinois
This Amendment (this “Amendment”) to the Software Development and Service Agreement (the “Agreement”) dated June 15, 2010 by and between Textura Corporation, a Delaware corporation (“Textura”), and Aon Risk Services Central, Inc., an Illinois corporation (“Aon” and together with Textura, the “Parties” and each a “Party”), is dated as of December 31, 2013. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.
ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 19, 2011 BY AND BETWEEN TEXTURA CORPORATION AND GRADEBEAM LLCAsset Purchase Agreement • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
THIS ASSET PURCHASE AGREEMENT is entered into as of October 19, 2011 by and between TEXTURA CORPORATION, a Delaware corporation (“Purchaser”), and GRADEBEAM LLC, a Delaware limited liability company (“Seller”).
THIS DOCUMENT WAS PREPARED BY, AND AFTER RECORDING, RETURN TO:Modification of Loan Documents • April 5th, 2013 • Textura Corp • Services-prepackaged software • Illinois
