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 • December 20th, 2013 • 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”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • December 20th, 2013 • 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”).
Q2 HOLDINGS, INC. STOCK OPTION AGREEMENT (For Executive Officers)Stock Option Agreement • December 20th, 2013 • 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”), Cardinal Acquisition Corporation a Delaware Corporation (“Merger Sub”), Cardinal Software, Inc., a Delaware Corporation (“Target”) and RHS Investments, Inc....Agreement and Plan of Reorganization • December 20th, 2013 • 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”), Cardinal Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Acquiror (“Merger Sub”), Cardinal Software, Inc., a Delaware corporation (“Target”) and RHS Investments, Inc. (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 • December 20th, 2013 • 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.”
LEASE AGREEMENT by and between 13785 RESEARCH BLVD, LLC, a Texas limited liability company as Landlord and Q2 SOFTWARE, INC. D/B/A Q2EBANKING, a Delaware corporation as Tenant dated November 20, 2012Lease Agreement • December 20th, 2013 • Q2 Holdings, Inc. • Services-prepackaged software • Texas
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the day of , 2012 (the “Effective Date”), by and between 13785 RESEARCH BLVD, 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 • December 20th, 2013 • 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.
PATENT SECURITY AGREEMENTPatent Security Agreement • December 20th, 2013 • 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, 2013Sale Agreement • December 20th, 2013 • 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 • December 20th, 2013 • 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.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 20th, 2013 • 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”).
Q2 HOLDINGS, INC. NONSTATUTORY STOCK OPTION AGREEMENT For Non-Employee Member of Board of DirectorsNonstatutory Stock Option Agreement • December 20th, 2013 • 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
