AGREEMENT AND PLAN OF MERGER by and among Homeowners of America Holding Corporation, Porch Group, Inc., HPAC, Inc. and HOA Securityholder Representative, LLC, solely in its capacity as the Securityholder Representative January 13, 2021Merger Agreement • January 14th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 13, 2021, is made by and among Homeowners of America Holding Corporation, a Delaware corporation (the “Company”), Porch Group, Inc., a Delaware corporation (the “Parent”), HPAC, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Merger Sub”), and HOA Securityholder Representative, LLC, solely in its capacity as the representative for the Securityholders (the “Securityholder Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Securityholder Representative, shall each be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among PORCH.COM, INC., DATAMENTORS INTERMEDIATE, LLC, and DATAMENTORS, LLC Dated January 12, 2021 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 14th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated January 12, 2021, is by and among PORCH.COM, INC., a Delaware corporation (the “Purchaser”), DATAMENTORS INTERMEDIATE, LLC, a Delaware limited liability company (the “Seller”) and DATAMENTORS, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in Article IX.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 14th, 2021 • Porch Group, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 13, 2021 among PORCH.COM, INC., a Delaware corporation (“Borrower Representative”), the other borrowers party hereto (together with any other borrower from time to time party to the Loan Agreement (as defined below), collectively, “Borrowers”, and each, a “Borrower”), the guarantors party hereto, (collectively, “Guarantors”, and each, a “Guarantor”), the lenders party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH CREDIT FUND INC., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
