SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2015 • Benefitfocus,Inc. • Services-prepackaged software • Delaware
This Securities Purchase Agreement (the “Agreement”) is dated as of February 24, 2015, by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), and Mercer LLC, a Delaware limited liability company (the “Investor”) and a wholly owned subsidiary of Marsh & McLennan Companies, Inc., a Delaware corporation (“Parent”).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • February 27th, 2015 • Benefitfocus,Inc. • Services-prepackaged software • Delaware
THIS RIGHT OF FIRST OFFER AGREEMENT (the “Agreement”) is made as of the 24th day of February 2015 by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), Mercer LLC, a Delaware limited liability company (“Mercer”), GS Capital Partners VI Parallel, L.P., a Delaware limited partnership (“GS Parallel”), GS Capital Partners VI GmbH & Co. KG, a German limited partnership (“GS GmbH”), GS Capital Partners VI Fund, L.P., a Delaware limited partnership (“GS Main”), GS Capital Partners VI Offshore Fund, L.P., a Cayman Islands limited partnership (“GS Offshore”, and each of GS Parallel, GS GmbH, GS Main and GS Offshore, a “GS Fund”), Oak Investment Partners XII, Limited Partnership, a Delaware limited partnership (the “Oak Fund”), and the Key Holders listed on Schedule B.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 27th, 2015 • Benefitfocus,Inc. • Services-prepackaged software • New York
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is made as of the 24th day of February, 2015 by and among Benefitfocus, Inc., a Delaware corporation (the “Company”) and each of the undersigned Investors.
