LIMITED GUARANTY as of March 11, 2015Limited Guaranty • March 16th, 2015 • Selectica Inc • Services-prepackaged software • California
SUBORDINATION AGREEMENT (Miller)Subordination Agreement • March 16th, 2015 • Selectica Inc • Services-prepackaged software • California
This SUBORDINATION AGREEMENT, dated as of March 11, 2015 (this “Agreement”), is between each of the undersigned creditors (each, a “Creditor” and, collectively, “Creditors”), and BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”), with reference to the following facts:
JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTJunior Secured Convertible Note Purchase Agreement • March 16th, 2015 • Selectica Inc • Services-prepackaged software • New York
This Junior Secured Convertible Note Purchase Agreement (the “Agreement”) is made as of March 11, 2015 by and among Selectica, Inc., a Delaware corporation (the “Company”) and the persons or entities set forth on the Schedule of Purchasers attached to this Agreement as Schedule I (each a “Purchaser” and, collectively, the “Purchasers”).
AMENDED AND RESTATED BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • March 16th, 2015 • Selectica Inc • Services-prepackaged software • California
This BUSINESS FINANCING AGREEMENT, dated as of July 25, 2014, is made and entered into between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”), on the one hand, and SELECTICA, INC., a Delaware corporation (“Parent”), and SELECTICA SOURCING INC., a Delaware corporation (“Sourcing”) (Parent and Sourcing are sometimes collectively referred to herein as “Borrowers” and each individually as a “Borrower”), on the other hand, with reference to the following facts:
SECURITY AGREEMENTSecurity Agreement • March 16th, 2015 • Selectica Inc • Services-prepackaged software • New York
This Security Agreement, dated as of March 11, 2015 (this “Security Agreement”), is made by and among Selectica, Inc., a Delaware corporation (“Grantor”), Lloyd I. Miller, III as “Lenders’ Agent,” and the parties listed on the signature pages hereto (each a “Lender” or “Secured Party” and, collectively, the “Lenders” or “Secured Parties”).
ContractSubordination Agreement • March 16th, 2015 • Selectica Inc • Services-prepackaged software • New York
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MARCH 11, 2015 (THE “SUBORDINATION AGREEMENT”), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND BRIDGE BANK, NATIONAL ASSOCIATION. EACH SUCCESSIVE HOLDER OF THIS INSTRUMENT OR ANY PORTION HEREOF, OR OF ANY RIGHTS OBTAINED HEREUNDER, BY ITS ACCEPTANCE HEREOF OR THEREOF, AGREES (1) TO BE BOUND BY THE TERMS OF THE SUBORDINATION AGREEMENT, AND (2) THAT IF ANY CONFLICT EXISTS BETWEEN THE TERMS OF THIS INSTRUMENT OR ANY DOCUMENT EXECUTED IN CONNECTION WITH THE DELIVERY OF THIS INSTRUMENT AND THE TERMS OF THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN AND BE CONTROLLING.
AMENDMENT TO VOTING AGREEMENTSVoting Agreements • March 16th, 2015 • Selectica Inc • Services-prepackaged software • New York
This Amendment to Voting Agreements (this “Amendment”) is made as of March 11, 2015, by and among Selectica, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”), for the purpose of amending the Voting Agreements, each dated February 6, 2015 (the “Voting Agreements”), by and among the Company and the Stockholders. Capitalized terms used in this Amendment shall have the same meanings given to them in the Voting Agreements unless otherwise indicated.
GUARANTY FEE AGREEMENTGuaranty Fee Agreement • March 16th, 2015 • Selectica Inc • Services-prepackaged software • New York
This Guaranty Fee Agreement (this “Agreement”) sets forth the terms of a guaranty fee arrangement entered into and made effective as of March 11, 2015 (“the Effective Date”) by and between the Guarantors, as defined below, and Selectica, Inc., a Delaware corporation (the “Company” and, collectively with the Guarantors, the “Parties” and each a “Party”).
