OFFICE LEASEOffice Lease • October 10th, 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”).
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 • October 10th, 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”).
CONNECTURE, INC. INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 10th, 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.”
SUBORDINATED NOTE GUARANTYSubordinated Note Guaranty • October 10th, 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 • October 10th, 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 • October 10th, 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 • October 10th, 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 hereinMerger Agreement • October 10th, 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”.
PATENT SECURITY AGREEMENTPatent Security Agreement • October 10th, 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”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • October 10th, 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”).
CONNECTURE, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • October 10th, 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”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • October 10th, 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”).
COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • October 10th, 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”).
