JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTJunior Secured Convertible Note Purchase Agreement • December 17th, 2015 • Determine, Inc. • Services-prepackaged software • New York
This Junior Secured Convertible Note Purchase Agreement (the “Agreement”) is made as of December 16, 2015 by and among Determine, Inc., a Delaware corporation formerly known as Selectica, Inc. (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 SUBORDINATION AGREEMENTSubordination Agreement • December 17th, 2015 • Determine, Inc. • Services-prepackaged software • California
This AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of December 16, 2015 (this “Agreement”), is between each of the undersigned creditors (each, a “Creditor” and, collectively, “Creditors”), and WESTERN ALLIANCE BANK, an Arizona corporation, as successor in interest to Bridge Bank, National Association (“Lender”), with reference to the following facts:
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • December 17th, 2015 • Determine, Inc. • Services-prepackaged software • New York
This Amended and Restated Security Agreement, dated as of December 16, 2015 (this “Security Agreement”), is made by and among Determine, Inc., a Delaware corporation formerly known as Selectica, Inc. (“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”).
ContractSecurity Agreement • December 17th, 2015 • Determine, Inc. • Services-prepackaged software • New York
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 16, 2015 (THE “SUBORDINATION AGREEMENT”), AMONG THE HOLDER OF THIS INSTRUMENT, THE MAKER OF THIS INSTRUMENT, AND WESTERN ALLIANCE BANK, AS SUCCESSOR IN INTEREST TO 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.
