EX-10.3.8



 Exhibit 10.3.8 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 15th day of January, 2013, by and among
Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
(“Wells Fargo”), in its capacity as agent for the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”). 

W I T N E S S E T H: 
 WHEREAS,
pursuant to that certain Credit Agreement of even date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among Connecture, Inc., a Delaware corporation
(“Connecture”), DestinationRX, Inc., a Delaware corporation (“DRX”; together with Connecture, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly
and severally, as the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and assigns, is referred to hereinafter as a “Lender”), Wells Fargo, as
administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), the Lender Group has agreed to make certain financial
accommodations available to Borrower from time to time pursuant to the terms and conditions thereof; and 
 WHEREAS, the members of the
Lender Group and the Bank Product Providers are willing to make the financial accommodations to Borrower as provided for in the Credit Agreement, the other Loan Documents, and the Bank Product Agreements, but only upon the condition, among others,
that Grantors shall have executed and delivered to Agent, for the benefit of Lender Group and the Bank Product Providers, that certain Guaranty and Security Agreement, dated as of January     , 2013 (including all annexes,
exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”); and 

WHEREAS, pursuant to the Guaranty and Security Agreement, Grantors are required to execute and deliver to Agent, for the benefit of Lender
Group and the Bank Product Providers, this Trademark Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees as follows: 

1. DEFINED TERMS. All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guaranty
and Security Agreement or, if not defined therein, in the Credit Agreement, and this Trademark Security Agreement shall be subject to the rules of construction set forth in Section 1(b) of the Guaranty and Security Agreement, which rules
of construction are incorporated herein by this reference, mutatis mutandis. 
 2. GRANT OF SECURITY INTEREST IN TRADEMARK
COLLATERAL. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit each member of the Lender Group and each of the Bank Product Providers, to secure the Secured Obligations, a continuing security interest
(referred to in this Trademark Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired or arising (collectively, the
“Trademark Collateral”): 







 (a) all of its Trademarks and Trademark Intellectual Property Licenses to which it is a party
including those referred to on Schedule I; 
 (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark
and each Trademark Intellectual Property License; and 
 (c) all products and proceeds (as that term is defined in the Code) of the
foregoing, including any claim by such Grantor against third parties for past, present or future (i) infringement or dilution of any Trademark or any Trademarks exclusively licensed under any Intellectual Property License, including right to
receive any damages, (ii) injury to the goodwill associated with any Trademark, or (iii) right to receive license fees, royalties, and other compensation under any Trademark Intellectual Property License. 

3. SECURITY FOR SECURED OBLIGATIONS. This Trademark Security Agreement and the Security Interest created hereby secures the payment and
performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement secures the payment of all amounts which constitute part of the Secured
Obligations and would be owed by Grantors, or any of them, to Agent, the other members of the Lender Group, the Bank Product Providers or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency
Proceeding involving any Grantor. 
 4. SECURITY AGREEMENT. The Security Interest granted pursuant to this Trademark Security
Agreement is granted in conjunction with the security interests granted to Agent, for the benefit of the Lender Group and the Bank Product Providers, pursuant to the Guaranty and Security Agreement. Each Grantor hereby acknowledges and affirms that
the rights and remedies of Agent with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Guaranty and Security Agreement, the Guaranty and Security Agreement shall control. 

5. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark Security
Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations under this
Section, Grantors hereby authorize Agent unilaterally to modify this Trademark Security Agreement by amending Schedule I to include any such new trademark rights of each Grantor. Notwithstanding the foregoing, no failure to so modify this
Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I. 

6. COUNTERPARTS. This Trademark Security Agreement is a Loan Document. This Trademark Security Agreement may be executed in any number
of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Trademark Security
Agreement. Delivery of an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Trademark Security
Agreement. Any party delivering an executed counterpart of this Trademark Security Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Trademark Security Agreement but the
failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Trademark Security Agreement. 

  
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 7. CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE PROVISION. THIS
TRADEMARK SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 25 OF THE SECURITY AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY
THIS REFERENCE, MUTATIS MUTANDIS. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Trademark Security Agreement to be
executed and delivered as of the day and year first above written. 
  

							
	GRANTORS:	 		 	CONNECTURE, INC., a Delaware corporation 
				
		 		 	By:	 	/s/ James Purko
		 		 	 Name: James Purko
 Title:
CFO

			
		 		 	DESTINATIONRX, INC., a Delaware corporation
				
		 		 	By:	 	/s/ James Purko
		 		 	 Name: James Purko
 Title:
CFO

			
		 		 	INSURIX, INC., a Delaware corporation
				
		 		 	By:	 	/s/ James Purko
		 		 	 Name: James Purko
 Title:
CFO

			
		 		 	RXHEALTH INSURANCE AGENCY, INC., a Delaware corporation
				
		 		 	By:	 	/s/ James Purko
		 		 	 Name: James Purko
 Title:
CFO

			
	AGENT:	 		 	ACCEPTED AND ACKNOWLEDGED BY:
			
		 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association
				
		 		 	By:	 	/s/ Stephen Carll
		 		 	 Name: Stephen Carll
 Title:
Authorized Signatory


 [Signature page to Trademark Security Agreement] 







 SCHEDULE 1 

TRADEMARKS 
  

									
	 GRANTOR
	  	REGISTRATION NUMBER	 	  	 TRADEMARK
	  	 STATUS

	 CONNECTURE, INC.
	  	 	2,771,098	  	  	CONNECTURE	  	Registered
	 CONNECTURE, INC.
	  	 	3,896,784	  	  	MEDICAREEDGE	  	Registered
	 CONNECTURE, INC.
	  	 	4,010,010	  	  	CONSUMEREDGE	  	Registered
	 CONNECTURE, INC.
	  	 	4,057,262	  	  	STATEADVANTAGE	  	Registered
	 CONNECTURE, INC.
	  	 	4,057,261	  	  	BROKERADVANTAGE	  	Registered
	 CONNECTURE, INC
	  	 	4,057,260	  	  	INSUREADVANTAGE	  	Registered
	 DESTINATIONRX, INC.
	  	 	4,167,532	  	  	DESTINATIONRX	  	Registered
	 DESTINATIONRX, INC.
	  	 	4,102,654	  	  	DRX	  	Registered
	 DESTINATIONRX, INC.
	  	 	3,031,519	  	  	 DESTINATIONRX (Design)
 




	  	Registered
				
	INSURIX, INC.	  	 	NONE	  	  	 Insurix, Inc. holds no registrations but it uses the following unregistered marks and trademarks:

 
 Benefit Central—marketplace broker rating tool.

 
 iSuite
  

QMS100—group marketplace broker rating tool.
  

QMS500—group quoting and underwriting & workflow
  

RMS100—group renewals
  

RMS500—group renewals and underwriting
  

EMS100—group enrollment
  
	  	Not registered.









							
		  		  	 IMS100—individual quoting
  

IMS500—individual quoting and underwriting
  

SMART FACTORS—Rate and Factor Maintenance (.net 3.5)
  

SMART BENEFITS—Plan and Benefit Maintenance (.net 3.5)
  

FIBRE—Rules Engine (.net 3.5)
  
	  	
	RXHEALTH INSURANCE AGENCY, INC.	  	None	  	RxHealth is a tradename that is not a registered mark.	  	N/A

 TRADEMARK INTELLECTUAL PROPERTY LICENSES 

None.