SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • California
This SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, dated as of December 27, 2016 (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:
JUNIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENTJunior Secured Convertible Note Purchase Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
This Junior Secured Convertible Note Purchase Agreement (the “Agreement”) is made as of December 27, 2016, by and among Determine, 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”).
ContractSubordination Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
THIS INSTRUMENT AND THE OBLIGATIONS EVIDENCED HEREBY ARE EXPRESSLY SUBORDINATED PURSUANT TO THAT CERTAIN SECOND AMENDED AND RESTATED SUBORDINATION AGREEMENT, DATED AS OF DECEMBER 27, 2016 (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.
Amended and Restated Security AgreementSecurity Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
This Amended and Restated Security Agreement, dated as of December 27, 2016 (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”).
Amendment to Junior Secured Convertible Promissory NotesJunior Secured Convertible Promissory Notes • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
This Amendment to Junior Secured Convertible Promissory Notes (this “Amendment”) is made and entered into as of December 27, 2016, by and between Determine, Inc., a Delaware corporation (the “Company”), and Lloyd I. Miller, III (the “Lenders’ Agent” and, together with the Company, the “Parties”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Existing Notes (as defined below).
THIRD AMENDMENT TO 2015 GUARANTY FEE AGREEMENT AND SECOND AMENDMENT TO 2016 GUARANTY FEE AGREEMENTGuaranty Fee Agreement • December 30th, 2016 • Determine, Inc. • Services-prepackaged software • New York
This Third Amendment to 2015 Guaranty Fee Agreement and Second Amendment to 2016 Guaranty Fee Agreement (this “Amendment”), dated as of December 27, 2016 (the “Amendment Date”), is entered into by and among each of Determine, Inc., a Delaware corporation (the “Company”), Lloyd I. Miller, III (“Mr. Miller”), MILFAM II L.P. (“MILFAM”) and Alimco Financial Corporation (formerly known as Alliance Semiconductor Corporation) (“ALFC” and, together with Mr. Miller and MILFAM, the “Guarantors”). Capitalized terms used but not otherwise defined herein shall have the meaning assigned to them in the Fee Agreements (as defined below).
