Benefitfocus, Inc. Common Stock, par value $0.001 per share Underwriting AgreementBenefitfocus,Inc. • September 5th, 2013 • Services-prepackaged software • New York
Benefitfocus, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”) confirm their respective agreements with the Underwriters named in Schedule II hereto (the “Underwriters”), for whom Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are acting as representatives (the “Representatives” or “you”), with respect to (i) the sale by the Company and the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, subject to the terms and conditions stated herein, of the respective number of shares (the “Firm Shares”) of Common Stock, $0.001 par value (the “Stock”), of the Company set forth in Schedule I and Schedule II and, (ii) at the election of the Underwriters, the purchase by the Underwriters, acting severally and not jointly, of up to [ ] additional shares (the “Optional Shares”) of Stock being sold by the Company and the Selling S
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 5th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 27, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii) BENEFITFOCUS.COM, INC., a South Carolina corporation (“BenefitFocus.com”), BENEFIT INFORMATICS, INC., a Delaware corporation (“Informatics”) and BENEFITFOCUS, INC., a Delaware corporation (“BenefitFocus”, and together with BenefitFocus.com and Informatics, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 5th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • South Carolina
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2013 by and among Benefitfocus.com Inc., a South Carolina corporation (the “Company”), Benefitfocus, Inc., a Delaware corporation (“New Parent”), and Benefitfocus MergeCo Inc., a South Carolina corporation and wholly owned subsidiary of New Parent (“Merger Sub” and, together with the Company, the “Constituent Corporations”).
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 5th, 2013 • Benefitfocus,Inc. • Services-prepackaged software • New York
THIS SECOND AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into as of this day of September 2013, by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), each entity listed on Schedule A (the “GS Investors”), each entity listed on Schedule B (the “Oak Investors” and, together with the GS Investors, the “Investors”) and each individual listed on Schedule C hereto (the “Key Holders” and, together with the Investors, the “Stockholders”).
