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”).
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”.
October 31, 2018Equity Commitment Letter • November 6th, 2018 • Intersections Inc • Services-computer processing & data preparation • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2018, by and among 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”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
October 31, 2018Equity Commitment Letter • November 6th, 2018 • Intersections Inc • Services-computer processing & data preparation • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 31, 2018, by and among 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”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
NOTE PURCHASE AND EXCHANGE AGREEMENTNote Purchase and Exchange Agreement • November 6th, 2018 • Intersections Inc • Services-computer processing & data preparation • New York
This Note Purchase and Exchange Agreement (this “Agreement”), dated as of October 31, 2018, is made by and among Intersections Inc., a Delaware corporation (the “Company”), and the investors identified on Annex I attached hereto (together with their respective successors and permitted assigns, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2018 • Intersections Inc • Services-computer processing & data preparation • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 31, 2018 by and among Intersections Inc., a Delaware corporation (the “Company”) and each of the persons listed on the signature pages hereto as an “Investor” (each, an “Investor” and collectively, the “Investors”).
