EX-10.4.1



 Exhibit 10.4.1 

EXECUTION VERSION 

SECOND LIEN TERM LOAN AGREEMENT 

by and among 
 THL
CORPORATE FINANCE, INC., 
 as Administrative Agent, 

THE LENDERS THAT ARE PARTIES HERETO 

as the Lenders, 
 and

 CONNECTURE, INC. 

and 
 DESTINATIONRX, INC.

 as Borrowers 

Dated as of March 18, 2013 







 SECOND LIEN TERM LOAN AGREEMENT 

THIS SECOND LIEN TERM LOAN AGREEMENT (this “Agreement”), is entered into as of March 18, 2013, by and among the
lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), THL CORPORATE
FINANCE, INC., a Delaware corporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), CONNECTURE, INC., a Delaware corporation
(“Connecture”), and 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 parties agree as follows: 

1. DEFINITIONS AND CONSTRUCTION. 

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1. 

1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that
if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent
notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and
Borrowers agree that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having the respective positions of the Lenders and Borrowers after such
Accounting Change conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon and agreed to by the Required Lenders, the provisions in this Agreement shall be
calculated as if no such Accounting Change had occurred. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrowers” is used in respect of a financial covenant or
a related definition, it shall be understood to mean Borrowers and their Subsidiaries on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a) all financial
statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial Accounting Standards No. 159 (or any similar accounting
principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof, and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean an
opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning the ability of the applicable Person to continue as a going concern or concerning the scope of the
audit. 
 1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set
forth in the Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article
9 of the Code shall govern.  
 1.4 Construction. Unless the context of this Agreement or any other Loan Document
clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where
otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document
refer to this Agreement or such 

  
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 other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such
other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such
alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment
in full in immediately available funds of all of the Obligations other than unasserted contingent indemnification Obligations. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record. 
 1.5
Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York
on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to
and including”; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day. 

1.6 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by
reference. 
 1.7 Lien Subordination. Notwithstanding any provision of this Agreement or any Loan Document to the contrary,
the rights of Agent and the Lenders, solely with respect to their lien priorities and not with respect to any payments, under this Agreement and the Loan Documents are subordinate to the liens securing the First Lien Priority Debt under and pursuant
to the terms of the Intercreditor Agreement. 
 2. LOANS AND TERMS OF PAYMENT. 

2.1 [Reserved].  

2.2 Term Loan. 

(a) Subject to the terms and conditions of this Agreement, on the Closing Date each Lender with a Commitment agrees (severally, not jointly or
jointly and severally) to make term loans (collectively, the “Term Loans”) to Borrowers in an amount equal to such Lender’s Pro Rata Share of the Commitment, the proceeds of which shall be reduced by way of OID as set out in
Schedule C-1. 
 (b) The Term Loan made by each Lender shall be evidenced by this
Agreement and a promissory note (a “Note”) of the Borrowers payable to the order of such Lender substantially in the form of Exhibit D-1 hereto, evidencing the Indebtedness of the Borrowers to such Lender resulting from the Term
Loan made to the Borrowers by such Lender. 
 (c) The outstanding unpaid principal balance of, and all accrued and unpaid interest on, the
Term Loan shall be due and payable on the earlier of (i) the Maturity Date, and (ii) the date of the acceleration of the Term Loan in accordance with the terms hereof. Any principal amount of the Term Loan that is repaid or prepaid may not
be reborrowed. All principal of, interest on, and other amounts payable in respect of the Term Loan shall constitute Obligations. The Lenders’ obligation to fund the Term Loan shall terminate immediately following initial funding of the Term
Loan in accordance with the terms of this Agreement. 

  
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 2.3 [Reserved]. 

2.4 Payments; Termination of Commitments; Prepayments. 

(a) Payments by Borrowers. 

(i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to (x) so long as there are three or less
Lenders, to each Lender (in each case to such Lender’s Lender Account) or (y) so long as there are greater than three Lenders, to Agent for the account of the Lenders, which shall be made in immediately available funds, no later than 1:30
p.m. on the date specified herein. Any payment received by any Lender or Agent, as applicable, later than 1:30 p.m. shall be deemed to have been received (unless Agent or such Lender, as applicable, in its sole discretion, elects to credit it on the
date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. 

(ii) [Reserved]. 

(b) Apportionment and Application. 

(i) So long as no Application Event has occurred and is continuing, all principal and interest payments shall be apportioned ratably among
the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses (other than fees or expenses that are for Agent’s separate account) shall be
apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to each Lender or Agent, as applicable, based
on such Lender’s Pro Rata Share, and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding, and
after payment in full thereof, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. 

(ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent or Lenders hereunder, as
applicable, and all proceeds of Collateral received by Agent shall be applied as follows: 
 (A) first, to pay any Lender Group
Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full, 
 (B)
second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full, 
 (C) third, ratably, to
pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full, 

(D) fourth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full, 

(E) fifth, ratably, to pay interest accrued in respect of the Term Loan until paid in full, 

(F) sixth, ratably, to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full, 

(G) seventh, to pay any other Obligatiions, 

  
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 (H) eighth, to Borrowers (to be wired to the Designated Account) or such other Person
entitled thereto under applicable law. 
 (iii) To the extent a payment or proceeds of Collateral are received by Agent, Agent promptly
shall distribute to each Lender (to each such Lender’s Lender Account) such funds as it may be entitled to receive. 
 (iv) In each
instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrowers to Lenders or Agent, as applicable, and specified by Borrowers to be for the payment of specific
Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. 
 (v) For purposes of
Section 2.4(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of
any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. 

(vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in
this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern. 
 (c)
Termination of Commitments. The Commitments shall terminate upon the making of the Term Loan. 
 (d) Optional Prepayments.
Borrowers may, upon at least three Business Days prior written notice to Agent, prepay the principal of the Term Loan, in whole or in part. Each prepayment made pursuant to this Section 2.4(d) shall be (A) accompanied by the payment
of accrued interest to the date of such payment on the amount prepaid, (B) subject to the Applicable Prepayment Premium, and (C) in an amount which is not less than $500,000 (or the remaining balance if less than $500,000) and in
increments of $100,000. 
 (e) Mandatory Prepayments. 

(i) Dispositions. Promptly, and in no event later than three Business Days of the date of receipt by any Borrower or any of its
Subsidiaries of the Net Cash Proceeds of any voluntary or involuntary sale or disposition by such Borrower or any of its Subsidiaries of assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as
Permitted Dispositions under clauses (a), (b), (c), (d), (e), (f), (i), (j), (k), (l), (m), (n) or (p) of the definition of Permitted Dispositions), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance
with Section 2.4(f)(i) in an amount equal to 100% of such Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long
as (A) no Default or Event of Default shall have occurred and is continuing or would result therefrom, (B) such Borrower shall have given Agent written notice of such Borrower’s intention to apply such monies to the costs of
replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of such Borrower or its Subsidiaries, (C) the monies are held in a Deposit
Account in which Agent has a perfected first-priority security interest, and (D) such Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or 365 days in the case of any involuntary
disposition resulting from a casualty loss or condemnation) after the initial receipt of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement of the
assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of such Loan Party unless and to the 

  
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extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any amounts remaining in the Deposit Account
referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f)(i); provided, that no Borrower nor any of its Subsidiaries shall have the right to use such Net Cash Proceeds to make such
replacements, purchases, or construction in excess of $500,000 in any given fiscal year. Nothing contained in this Section 2.4(e)(i) shall permit any Borrower or any of its Subsidiaries to sell or otherwise dispose of any assets other
than in accordance with Section 6.4. 
 (ii) Extraordinary Receipts. Promptly, and in no event later than three Business
Days of the date of receipt by any Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to
100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. 
 (iii)
Indebtedness. Promptly, and in no event later than three Business Days of the date of incurrence by any Borrower or any of its Subsidiaries of any Indebtedness (other than Permitted Indebtedness), Borrowers shall prepay the outstanding principal
amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such incurrence. The provisions of this Section 2.4(e)(iii) shall
not be deemed to be implied consent to any such incurrence otherwise prohibited by the terms of this Agreement. 
 (iv) Equity.
Promptly, and in no event later than three Business Days of the date of the issuance by any Borrower or any of its Subsidiaries of any Equity Interests (other than (A) in the event that any Borrower or any of its Subsidiaries forms any
Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Equity Interests to such Borrower or such Subsidiary, as applicable, (B) the issuance of Equity Interests by Administrative Borrower to any Person that is an
equity holder of Administrative Borrower prior to such issuance (a “Subject Holder”) so long as such Subject Holder did not acquire any Equity Interests of Administrative Borrower so as to become a Subject Holder concurrently with,
or in contemplation of, the issuance of such Equity Interest to such Subject Holder, (C) the issuance of Equity Interests of Administrative Borrower to directors, officers and employees of Administrative Borrower and its Subsidiaries pursuant
to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, (D) the issuance of Equity Interests of Administrative Borrower in order to finance the purchase
consideration (or a portion thereof) in connection with a Permitted Acquisition, (E) the issuance of Equity Interests of Administrative Borrower in connection with the raising of Curative Equity, and (F) the issuance of Equity Interests by
a Subsidiary of a Borrower to its parent or member in connection with the contribution by such parent or member to such Subsidiary of the proceeds of an issuance described in clauses (A) – (F) above), Borrowers shall prepay the
outstanding principal amount of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance. The provisions of this
Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms of this Agreement. 

(v) Excess Cash Flow. Within 10 days of delivery to Agent of audited annual financial statements pursuant to Section 5.1,
commencing with the delivery to Agent of the financial statements for Borrowers’ fiscal year ended December 31, 2013 or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered
pursuant to Section 5.1, within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 5.1, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance
with Section 2.4(f)(ii) in an amount equal to (i) 50% of the Excess Cash Flow of Borrowers and their Subsidiaries for such fiscal year minus (ii) any voluntary prepayments of the Term Loan (or any term loan constituting
a portion of the First Lien Debt) made during such fiscal year; provided, that any Excess Cash Flow payment made pursuant to this Section 2.4(e)(v) shall exclude the portion of Excess Cash Flow that is attributable to the target
of a Permitted Acquisition and that accrued prior to the closing date of such Permitted Acquisition; provided, further that in the case of the fiscal year ended December 31, 2013, Borrowers shall only be obligated to prepay the
outstanding principal amount of the Obligations in an amount equal to the applicable percentage of the Excess Cash Flow of the Parent and its Subsidiaries for the period commencing with February 1, 2013 and ending on December 31, 2013.


  
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 (vi) Curative Equity. Promptly, and in no event later than three Business Days of the
date of receipt by any Borrower of the proceeds of any Curative Equity pursuant to Section 9.3, Borrowers shall prepay the outstanding principal of the Obligations in accordance with Section 2.4(f)(i) in an amount equal to
100% of such proceeds, net of any reasonable out-of-pocket expenses incurred in connection with the issuance of such Curative Equity. 

(f) Application of Payments. 

(i) Each prepayment pursuant to Section 2.4(e) shall (A) so long as no Application Event shall have occurred and be
continuing, be applied to the principal amount of the Term Loan until paid in full, and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii). Each such
prepayment of the Term Loan shall be applied against the principal of the Term Loan on a pro rata basis. 
 (ii) Net Payments.
Notwithstanding anything in Section 2.4(e) to the contrary, the obligation of the Borrowers to make any payments under Section 2.4(e) shall be subject to the terms of Section 4.5 of the Intercreditor Agreement, and the
amount of any payments under Section 2.4(e) shall be reduced by any such amounts used to prepay and permanently reduce the First Lien Priority Debt. 

(iii) Applicable Prepayment Premium. Each prepayment of the Term Loan, including any such payment pursuant to Sections 2.4(d) and
(e) (other than pursuant to Section 2.4(d)(i) (solely to the extent of any Net Cash Proceeds resulting from casualty losses or condemnations), and Section 2.4 (e)(ii), (e)(v) and (e)(vi)) shall be accompanied by all
interest accrued as of such prepayment date on the amount of the Term Loan prepaid plus the Applicable Prepayment Premium, whether or not an Event of Default then exists. 

(iv) Decline Prepayments. Any mandatory prepayment required to be made pursuant to Section 2.4(e) may be declined in whole
or in part by any Lender without prejudice to such Lender’s rights hereunder to accept or decline any future payments in respect of mandatory prepayment. If a Lender chooses not to accept payment in respect of a mandatory prepayment in whole or
in part, the other Lenders that accept such mandatory prepayment shall have the option to share such proceeds on a pro forma basis (and if declined by all Lenders such declined proceeds shall be retained by the Borrowers). 

2.5 OID; Tax Reporting; AHYDO. 

(a) OID. The Borrowers and the Lenders hereby agree (i) that the Term Loans are debt for federal income tax purposes,
(ii) that the Term Loan made by each Lender constitutes a single debt instrument for purposes of Section 1271 through 1275 of the Code and the Treasury Regulations thereunder (pursuant to Treasury Regulations Section 1.1275-2(c)),
that such debt instrument is issued with original issue discount (“OID”), and that such debt instrument is described in Treasury Regulations 1.1272-1(c)(2) and therefore is governed by the rules set out in Treasury
Regulations Section 1.1272-1(c), including Section 1.1272-1(c)(5), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4, (iii) that any calculation by the Borrower regarding the amount of OID for any
accrual period on the Term Loans shall be subject to review and approval of the Agent, and (iv) to adhere to this Agreement for federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent
herewith (including with respect to the amount of OID on the Term Loans as determined in accordance with the preceding clause (iii)). The inclusion of this Section 2.5 is not an admission by any Lender that it is subject to United States
taxation. 
 (b) Tax Reporting. The Borrowers and Lenders, having adverse interests and as a result of arms-length bargaining, agree
that neither Lenders nor any of their officers, directors, representatives, partners, members or employees have rendered or have agreed to render any services to the Borrower or any other Loan Party in connection with this Agreement. 

  
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 (c) AHYDO. Notwithstanding anything to the contrary contained in subparagraph (a)(i)
above, if (1) the Term Loan remains outstanding after the fifth anniversary of the initial issuance thereof and (2) the aggregate amount of the accrued but unpaid interest on the Term Loan (including any amounts treated as interest for
federal income tax purposes, such as “original issue discount”) as of any Testing Date occurring after such fifth anniversary exceeds an amount equal to the Maximum Accrual, then all such accrued but unpaid interest on the Term Loan
(including any amounts treated as interest for federal income tax purposes, such as “original issue discount”) as of such time in excess of an amount equal to the Maximum Accrual shall be paid in cash by the Borrower to the holders thereof
on such Testing Date, it being the intent of the parties hereto that the deductibility of interest under the Term Loan shall not be limited or deferred by reason of Section 163(i) of the IRC. For these purposes, the “Maximum
Accrual” is an amount equal to the product of such Term Loan’s issue price (as defined in IRC Sections 1273(b) and 1274 (a)) and their yield to maturity, and a “Testing Date” is any date on which interest is paid in
respect of the Term Loan and the date on which any “accrual period” (within the meaning of Section 1272(a)(5) of the IRC) closes. Any accrued interest which for any reason has not theretofore been paid shall be paid in full on the
date on which the final principal payment on the Term Loan is made. 
 2.6 Interest Rates: Rates, Payments and
Calculations. 
 (a) Interest Rate. Except as provided in Section 2.6(c) and subject to
Section 2.12(d), all amounts of the Term Loan and all other Obligations shall bear interest at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate Margin in accordance with Section 2.12. Interest accruing on
the Term Loan (and, as applicable, any other Obligations) shall be due and payable, in arrears, on the earliest of (i) the first day of each month commencing April 1, 2013, (ii) the Maturity Date, (iii) the date on which all or
any portion of the Obligations are accelerated pursuant to the terms hereof and (iv) the date on which this Agreement is terminated pursuant to the terms hereof. 

(b) [Reserved]. 

(c) Default Rate. Upon the occurrence and during the continuation of an Event of Default and at the election of Agent or the Required
Lenders, the interest rate applicable to all outstanding Obligations shall bear interest at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable thereunder, and 

(d) [Reserved]. 

(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each
case, for the actual number of days elapsed in the period during which the interest or fees accrue. 
 (f) Intent to Limit Charges to
Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall,
in a final determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that, anything
contained herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable
only for the payment of such maximum amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such
excess. 
 2.7 Crediting Payments. The receipt of any payment item by Agent shall not be required to be considered a payment
on account unless such payment item is a wire transfer of immediately available federal funds made to Agent’s Account or unless and until such payment item is honored when presented for payment.


  
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 Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have
made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into Agent’s Account on a Business Day on or
before 1:30 p.m. If any payment item is received into Agent’s Account on a non-Business Day or after 1:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit it on the date received), it shall be deemed to have been
received by Agent as of the opening of business on the immediately following Business Day. 
 2.8 [Reserved]. 

2.9 [Reserved]. 

2.10 Fees. The Borrower agrees to pay to the Agent an annual fee of $20,000 for pricing valuation services related to the Notes.
Such fee shall be due on the Closing Date and each anniversary of the Closing Date prior to the Maturity Date. 
 2.11
[Reserved]. 
 2.12 LIBOR Rate and Interest Payment Dates. 

(a) Interest and Interest Payment Dates. Subject to clause (d) below, interest on the entire Term Loan shall be charged at a rate
of interest based upon the LIBOR Rate plus the LIBOR Rate Margin in accordance with Section 2.6(a). Interest on the Term Loan shall be payable in accordance with Section 2.6(a). On the day which is 5 Business Days prior to
the last day of each applicable Interest Period, unless Borrowers properly have elected (pursuant to a LIBOR Notice) which Interest Period shall subsequently apply, such next Interest Period shall be automatically set at 3 months. 

(b) LIBOR Notices. 

(i) [Reserved]. 
 (ii) Each
LIBOR Notice shall be irrevocable and binding on Borrowers. Each Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of the payment of any
principal of the Term Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default) (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a Lender
delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to
Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of the Term Loan on a day other than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its
sole discretion at the request of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period and apply such amounts to the payment of the Term Loan on such last day, it
being agreed that Agent has no obligation to so defer the application of payments to the Term Loan and that, in the event that Agent does not defer such application, Borrowers shall be obligated to pay any resulting Funding Losses. 

(iii) Borrowers shall have not more than one (1) Interest Period in effect at any given time (which, for clarity, shall apply to the
entire Term Loan). 
 (c) [Reserved].  

(d) Special Provisions Applicable to LIBOR Rate. 

  
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 (i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to
take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable
Interest Period, including any Changes in Law (including any changes in tax laws (except changes of general applicability in corporate income tax laws)) and changes in the reserve requirements imposed by the Board of Governors, which additional or
increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall
transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable
detail the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (B) repay the Term Loan of such Lender with respect to which such adjustment is made (together with any amounts due under
Section 2.12(b)(ii)). 
 (ii) In the event that any change in market conditions or any Change in Law shall at any time after
the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain the Term Loans at the LIBOR Rate or to continue such maintaining, or to determine or charge interest rates at the LIBOR
Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each other Lender and in the case of the Term Loan at the LIBOR Rate of such Lender that is outstanding, the
date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such Term Loan, and interest upon the Term Loan of such Lender thereafter shall accrue interest at a rate equal to the Base Rate plus the Base
Rate Margin. 
 (iii) This Section 2.12(d) shall not apply to Taxes to the extent it is duplicative of Section 16.

 (e) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender,
nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate. 

2.13 Capital Requirements. 

(a) If, after the date hereof, any Lender determines that (i) any Change in Law regarding capital or reserve requirements for banks or
bank holding companies, or (ii) compliance by such Lender, or its parent bank holding company, with any guideline, request or directive of any Governmental Authority regarding capital adequacy (whether or not having the force of law), has the
effect of reducing the return on such Lender’s, or such holding company’s capital as a consequence of such Lender’s commitments hereunder to a level below that which such Lender, or such holding company could have achieved but for
such Change in Law or compliance (taking into consideration such Lender’s, or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount
deemed by such Lender to be material, then such Lender may notify Borrowers and Agent thereof. Following receipt of such notice, Borrowers agree to pay such Lender on demand the amount of such reduction of return of capital as and when such
reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based
(which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrowers shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than
180 days prior to the date that such Lender notifies Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by
reason of the Change in Law that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. 

  
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 (b) If any Lender requests additional or increased costs referred to in
Section 2.12(d)(i) or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (such Lender, an “Affected Lender”), then such Affected Lender
shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such
designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, or would eliminate the illegality or impracticality of maintaining the Term Loan at the
LIBOR Rate and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers
agree to pay all reasonable, documented out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a
different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender pursuant to Section 2.12(d)(i) or
Section 2.13(a), as applicable, then Borrowers (without prejudice to any amounts then due to such Affected Lender under Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date
of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical maintain the
Term Loan at the LIBOR Rate, may designate a substitute a Lender, in each case, reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s commitments hereunder (a “Replacement
Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender
shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement. 

(c) Notwithstanding anything herein to the contrary, the protections of Section 2.12(d), and Section 2.13 shall be
available to each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or
been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 2.13 if it shall
not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. 

2.14 Joint and Several Liability of Borrowers. 

(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the
Obligations. 
 (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as
a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.14), it being the intention of the parties
hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. 

(c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform
any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation until such time as all of the Obligations are paid in full. 

  
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 (d) The Obligations of each Borrower under the provisions of this Section 2.14
constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of the provisions of
this Agreement (other than this Section 2.14(d)) or any other circumstances whatsoever. 
 (e) Except as otherwise expressly
provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action
at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities
of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the
acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the
performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other
action or delay in acting or failure to act on the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert
any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any Borrower, in whole
or in part, from any of its Obligations under this Section 2.14, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this
Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.14 shall not be diminished or rendered unenforceable by any
winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. 

(f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of
Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and
understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment
or nonperformance of the Obligations. 
 (g) The provisions of this Section 2.14 are made for the benefit of Agent, each member
of the Lender Group, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of
the Lender Group, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort
to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.14 shall remain in effect until all of the Obligations shall have been paid in full or
otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization
of any Borrower, or otherwise, the provisions of this Section 2.14 will forthwith be reinstated in effect, as though such payment had not been made. 

  
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 (h) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or
subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Agent or Lenders with respect to any of the Obligations or any collateral security
therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to any Agent or any member of the Lender Group hereunder are hereby
expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in
cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. 

(i) Each Borrower hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Borrower will
not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Borrower shall collect,
enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Borrower as trustee for Agent, and such Borrower shall deliver any such amounts to Agent for application to the
Obligations in accordance with Section 2.4(b). 
 3. CONDITIONS; TERM OF AGREEMENT. 

3.1 Conditions Precedent to the Term Loan. The obligation of each Lender to make its Term Loan as provided for hereunder is
subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions precedent set forth on Schedule 3.1 and the following conditions precedent: 

(a) the representations and warranties of each Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be
true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such
extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material
respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date); and 

(b) no Default or Event of Default shall have occurred and be continuing on the Closing Date, nor shall either result from the making thereof.

 3.2 [Reserved] 

3.3 Maturity. This Agreement shall continue in full force and effect for a term ending on the Maturity Date. 

3.4 Effect of Maturity. On the Maturity Date, all of the Obligations immediately shall become due and payable without notice or
demand and Borrowers shall be required to repay all of the Obligations in full. No termination of the obligations of the Lender Group (other than payment in full of the Obligations) shall relieve or discharge any Loan Party of its duties,
obligations, or covenants hereunder or under any other Loan Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all Obligations have been paid in full. When all of the
Obligations have been paid in full, Agent will, at Borrowers’ sole expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar discharge or release documents (and, if applicable,
in recordable form) as are reasonably necessary to release, as of record, Agent’s Liens and all notices of security interests and liens previously filed by Agent. 

  
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 3.5 Early Termination by Borrowers. Borrowers have the option, at any time upon 10
Business Days prior written notice to Agent, to terminate this Agreement by repaying to Agent all of the Obligations in full in cash, including the Applicable Prepayment Premium. The foregoing notwithstanding, (a) Borrowers may rescind
termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which
case, a new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extend the date of termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or
delayed). 
 3.6 Conditions Subsequent. The Borrower shall fulfill, on or before the date applicable thereto, the conditions
subsequent set forth on Schedule 3.6 (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do
without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default. 
 4. REPRESENTATIONS AND
WARRANTIES. 
 In order to induce the Lender Group to enter into this Agreement, each Borrower makes the following representations and
warranties to the Lender Group which shall be true, correct, and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof), as of any date thereafter that such representations and warranties are deemed to be made pursuant to the terms hereof (including, without limitation, in connection with any amendments,
waivers, consents or other documentation in connection herewith where such representations and warranties are required to be made), as though made on and as of any such date, as the case may be (except to the extent that such representations and
warranties relate solely to an earlier date), in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof) as of such earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement: 

4.1 Due Organization and Qualification; Subsidiaries. 

(a) Each Loan Party (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization,
(ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to
carry on its business as now conducted (after giving effect to the Merger), to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby. 

(b) Set forth on Schedule 4.1(b) (as such Schedule may be updated from time to time to reflect changes resulting from transactions
permitted under this Agreement) is a complete and accurate description of the authorized Equity Interests of each Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and
outstanding. No Borrower is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. 

(c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes resulting from transactions
permitted under this Agreement), is a complete and accurate list of Borrowers’ direct and indirect Subsidiaries, showing: (i) the number of shares of each class of common and 

  
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 preferred Equity Interests authorized for each of such Subsidiaries, and (ii) the number and the percentage
of the outstanding shares of each such class owned directly or indirectly by Administrative Borrower. All of the outstanding Equity Interests of each such Subsidiary has been validly issued and is fully paid and non-assessable. 

(d) Except as set forth on Schedule 4.1(d), as of the Closing Date, there are no subscriptions, options, warrants, or calls relating to
any shares of any Borrower’s or any of its Subsidiaries’ Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. 

4.2 Due Authorization; No Conflict. 

(a) As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have been
duly authorized by all necessary action on the part of such Loan Party. 
 (b) As to each Loan Party, the execution, delivery, and
performance by such Loan Party of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing
Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due
notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect,
(iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any
approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or
approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect. 

4.3 Governmental Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan
Party is a party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than
registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing
or recordation, as of the Closing Date. 
 4.4 Binding Obligations; Perfected Liens. 

(a) Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors’ rights generally. 
 (b) Agent’s Liens are validly created, perfected (other than (i) in
respect of motor vehicles that are subject to a certificate of title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations, (iv) commercial tort claims (other than those that, by the terms of the Guaranty and
Security Agreement, are required to be perfected), and (v) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security Agreement, and subject only to
the filing of financing statements, the recordation of the Copyright Security Agreement, and the recordation of the Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted Liens which are
non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital Leases. 

  
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 4.5 Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries
has (a) good and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of
all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the
extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens. 
 4.6 Litigation.

 (a) There are no actions, suits, or proceedings pending or, to the knowledge of any Borrower, after due inquiry, threatened in
writing against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect. 

(b) Schedule 4.6(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with
asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $300,000 that, as of the Closing Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened against a Loan Party
or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Closing Date,
with respect to such actions, suits, or proceedings, and (iv) whether any liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance. 

4.7 Compliance with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules,
regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final
judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. 
 4.8 No Material Adverse Effect. All
historical financial statements relating to the Loan Parties and their Subsidiaries that have been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of
footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the
period then ended. Since December 31, 2011, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties and their Subsidiaries. 

4.9 Solvency. 

(a) Each Loan Party is Solvent. 

(b) No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the
transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Loan Party. 

4.10 Employee Benefits. 

(a) Except as set forth on Schedule 4.10 (as such Schedule may be updated from time to time, so long as such updated Schedule is delivered
together with written notice thereof to Agent), no Loan Party, none of its Subsidiaries, nor any of their respective ERISA Affiliates maintains or contributes to any Benefit Plan. 

  
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 (b) Each Loan Party and each of the ERISA Affiliates has complied in all material respects with
ERISA, the IRC and all applicable laws regarding each Employee Benefit Plan. 
 (c) Each Employee Benefit Plan is, and has been, maintained
in substantial compliance with ERISA, the IRC, all applicable laws and the terms of each such Employee Benefit Plan. 
 (d) Each Employee
Benefit Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the Internal Revenue Service or an application for such letter is currently being processed by the Internal Revenue
Service. To the best knowledge of each Loan Party and the ERISA Affiliates after due inquiry, nothing has occurred which would prevent, or cause the loss of, such qualification. 

(e) No liability to the PBGC (other than for the payment of current premiums which are not past due) by any Loan Party or ERISA Affiliate has
been incurred or is expected by any Loan Party or ERISA Affiliate to be incurred with respect to any Pension Plan. 
 (f) No Notification
Event exists or has occurred in the past six (6) years. 
 (g) No Loan Party or ERISA Affiliate sponsors, maintains, or contributes to
any Employee Benefit Plan, including, without limitation, any such plan maintained to provide benefits to former employees of such entities that may not be terminated by any Loan Party or ERISA Affiliate in its sole discretion at any time without
material liability. 
 (h) No Loan Party or ERISA Affiliate has provided any security under Section 436 of the IRC. 

4.11 Environmental Condition. Except as set forth on Schedule 4.11, (a) to each Borrower’s knowledge, no Loan
Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party or its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any
Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to each Borrower’s knowledge, after due inquiry,
no Loan Party’s nor any of its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any
of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its
Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse Effect. 
 4.12 Complete Disclosure. All
factual information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) furnished by or on behalf of a Loan Party or its
Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all other such factual
information taken as a whole (other than forward-looking information and projections and information of a general economic nature and general information about Borrowers’ industry) hereafter furnished by or on behalf of a Loan Party or its
Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect 

  
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 at such time in light of the circumstances under which such information was provided. The Projections delivered
to Agent on January 3, 2013 represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date such Projections are delivered, of the Loan
Parties’ and their Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being understood that such Projections are
subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although reflecting Borrowers’
good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the period or periods
covered by the Projections may differ materially from projected or estimated results). 
 4.13 Patriot Act. To the extent
applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the
“Patriot Act”). No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Affiliates, directly or indirectly, for any payments to any governmental official or employee, political party, official of
a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended. 
 4.14 Indebtedness. Set forth on Schedule 4.14 is a true and complete list of all Indebtedness of each
Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the
aggregate principal amount of such Indebtedness as of the Closing Date. 
 4.15 Payment of Taxes. Except as otherwise
permitted under Section 5.5, all tax returns and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all taxes,
assessments, fees and other governmental charges in the nature of a tax upon a Loan Party and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each
Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax assessment against a Loan Party or any of its Subsidiaries that is the subject
of a Permitted Protest. 
 4.16 Margin Stock. No Loan Party nor any of its Subsidiaries is engaged principally, or as one of
its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit
to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors. 

4.17 Governmental Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or
the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any
of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms
are defined in the Investment Company Act of 1940. 

  
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 4.18 OFAC. No Loan Party nor any of its Subsidiaries is in violation of any of the
country or list based economic and trade sanctions administered and enforced by OFAC. No Loan Party nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has its assets located in Sanctioned Entities, or
(c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any
payments to, a Sanctioned Person or a Sanctioned Entity. 
 4.19 Employee and Labor Matters. There is (i) no unfair labor
practice complaint pending, or to the knowledge of any Borrower, threatened against any Borrower or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or to the knowledge of any Borrower, threatened
against any Borrower or its Subsidiaries which arises out of or under any collective bargaining agreement and that could reasonably be expected to result in a Material Adverse Effect, (ii) no strike, labor dispute, slowdown, stoppage or similar
action or grievance pending or, to the knowledge of any Borrower, threatened in writing against any Borrower or its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, or (iii) to the knowledge of any
Borrower, after due inquiry, no union representation question existing with respect to the employees of any Borrower or its Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Borrower or its
Subsidiaries. None of any Borrower or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made
to employees of each Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect. All material payments due from any Borrower or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books
of Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. 

4.20 Other Documents. 

(a) Borrowers have delivered to Agent a complete and correct copy of the Acquisition Documents, including all schedules and exhibits thereto.
The execution, delivery and performance of each of the Acquisition Documents has been duly authorized by all necessary action on the part of each Borrower who is a party thereto. Each Acquisition Document is the legal, valid and binding obligation
of each Borrower who is a party thereto, enforceable against such Borrower in accordance with its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding
therefor may be brought. No Borrower is in default in the performance or compliance with any provisions thereof. All representations and warranties made by a Borrower in the Acquisition Documents and in the certificates delivered in connection
therewith are true and correct in all material respects. To each Borrower’s knowledge, none of the Seller’s representations or warranties in the Acquisition Documents contain any untrue statement of a material fact or omit any fact
necessary to make the statements therein not misleading, in any case that could reasonably be expected to result in a Material Adverse Effect. 

(b) The Merger has been consummated in all material respects, in accordance with all applicable laws. All requisite approvals by Governmental
Authorities having jurisdiction over Borrowers and, to each Borrower’s knowledge, the Seller, with respect to the Merger, were obtained (including filings or approvals required under the Hart-Scott-Rodino Antitrust Improvements Act), except for
any approval the failure to obtain could not reasonably be expected to be material to the interests of the Lenders. The Borrowers have good title to the assets acquired pursuant to the Acquisition Agreement, free and clear of all Liens other than
Permitted Liens. 

  
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 4.21 Leases. Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed
possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the
applicable Loan Party or its Subsidiaries exists under any of them. 
 4.22 Material Contracts. Set forth on Schedule 4.22 (as
such Schedule may be updated from time to time in accordance herewith) is a reasonably detailed description of the Material Contracts of each Loan Party and its Subsidiaries as of the most recent date on which Borrowers provided the Compliance
Certificate pursuant to Section 5.1; provided, however, that Borrowers may amend Schedule 4.22 to add additional Material Contracts so long as such amendment occurs by written notice to Agent on the date that Borrowers provide the Compliance
Certificate. Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Material Contract (other than those that have expired at the end of their normal terms) is
in full force and effect and is binding upon and enforceable against the applicable Loan Party or its Subsidiary. 
 4.23 First Lien
Documents. Borrowers have delivered or made available to Agent true and correct copies of the First Lien Documents. The transactions contemplated by the First Lien Documents were consummated in accordance with their respective terms. 

5. AFFIRMATIVE COVENANTS. 
 Each
Borrower covenants and agrees that, until payment in full of the Obligations: 
 5.1 Financial Statements, Reports,
Certificates. Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified
therein, (b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Administrative Borrower, (c) agree to maintain a system of accounting that enables Borrowers to produce financial statements in accordance
with GAAP, and (d) agree that they will, and will cause each other Loan Party to, maintain their billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications (other than those with
respect to implementation of the ERP system made in consultation with Agent) thereto with notice to, and with the consent of, Agent. For avoidance of doubt, any proposed modifications to Borrowers’ recognition of implementation costs or changes
to revenue recognition with respect to implementation revenue shall be disclosed to Agent and may result in amendments to the financial covenants set forth in Section 7 hereof. 

5.2 Reporting. Borrowers will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the
reports set forth on Schedule 5.2 at the times specified therein.  
 5.3 Existence. Except as otherwise permitted
under Section 6.3 or Section 6.4, each Borrower will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of
organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses,
accreditations, authorizations, or other approvals material to their businesses. 
 5.4 Maintenance of Properties. Each
Borrower will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, casualty, and
condemnation and Permitted Dispositions excepted and except where the failure to so maintain and preserve assets could not reasonably be expected to result in a Material Adverse Effect. 

5.5 Taxes. Each Borrower will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the
expiration of any extension period all material governmental assessments and taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, except to the extent that the validity of
such governmental assessment or tax is the subject of a Permitted Protest. 

  
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 5.6 Insurance. Each Borrower will, and will cause each of its Subsidiaries to, at
such Borrower’s expense, (a) maintain insurance respecting each of each Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons
engaged in same or similar businesses and similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies acceptable to Agent (it being agreed that, as of the Closing Date, Wells Fargo
Insurance Services, Inc. is acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and, in any event, in amount, adequacy, and
scope reasonably satisfactory to Agent (it being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are acceptable to Agent). All property insurance policies covering the Collateral
are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender” or “secured
party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of property and general
liability insurance are to be delivered to Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior
written notice to Agent of the exercise of any right of cancellation. Borrowers shall give Agent prompt notice of any loss exceeding $300,000 covered by their or their Subsidiaries’ casualty or business interruption insurance. Upon the
occurrence and during the continuance of an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any
payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such
insurance policies. 
 5.7 Inspection. 

(a) Subject to Section 2.10(c), each Borrower will, and will cause each of its Subsidiaries to, permit Agent, any Lender, and each of
their respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts
with, and to be advised as to the same by, its officers and employees (provided an authorized representative of a Borrower shall be allowed to be present) at such reasonable times and intervals as Agent or any Lender, as applicable, may designate
and, so long as no Default or Event of Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours. 

(b) Subject to Section 2.10(c), each Borrower will, and will cause each of its Subsidiaries to, permit Agent and each of its duly
authorized representatives or agents to conduct appraisals and valuations at such reasonable times and intervals as Agent may designate. 

5.8 Compliance with Laws. Each Borrower will, and will cause each of its Subsidiaries to, comply with the requirements of
all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.  
 5.9 Environmental. Each Borrower will, and
will cause each of its Subsidiaries to,  
 (a) Keep any property either owned or operated by any Borrower or its Subsidiaries free
of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, 

  
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 (b) Comply, in all material respects, with Environmental Laws, 

(c) Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto
property owned or operated by any Borrower or its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and 

(d) Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following:
(i) notice that an Environmental Lien has been filed against any of the real or personal property of a Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed
against a Borrower or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority. 

5.10 Disclosure Updates. Each Borrower will, promptly and in no event later than 5 Business Days after obtaining knowledge
thereof, notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders in accordance with the terms of this Agreement contained, at the time it was furnished, any untrue statement of a material fact or omitted to
state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure
or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto. 

5.11 Formation of Subsidiaries. Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or
acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of the date of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a
joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as
appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to
Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to
any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by
Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to
the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent;
provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater
amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the
security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel
reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all
Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document. 

  
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 5.12 Further Assurances. Each Borrower will, and will cause each of the other Loan
Parties to, at any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, opinions of counsel, and all other
documents (the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect Agent’s Liens in all of the assets of
each Borrower and its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by any Borrower or any other Loan Party
with a fair market value in excess of $1,000,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents; provided that the foregoing shall not apply to any Subsidiary of a Borrower that is a
CFC if providing such documents would result in adverse tax consequences or the costs to the Loan Parties of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to
Agent and the Lenders of the security afforded thereby. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a
reasonable period of time following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed
Additional Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are
guarantied by the Guarantors and are secured by substantially all of the assets of each Borrower and its Subsidiaries, including all of the outstanding capital Equity Interests of each Borrower and its Subsidiaries (subject to exceptions and
limitations contained in the Loan Documents with respect to CFCs). 
 5.13 Lender Meetings. Borrowers will, within 90 days
after the close of each fiscal year of Administrative Borrower, hold a meeting with Agent and the Lenders jointly with the First Lien Agent and First Lien Lenders (at a mutually agreeable location and time or, at the option of Agent, by conference
call; provided that if Agent and Lenders are not able to schedule a mutually agreeable location and time with First Lien Agent and First Lien Lenders, Agent and Lenders shall be entitled to request a separate such meeting at a mutually
agreeable location and time with Borrowers) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrowers and their Subsidiaries and
the projections presented for the current fiscal year of Administrative Borrower. 
 5.14 Compliance with ERISA and the IRC.
In addition to and without limiting the generality of Section 5.8, (a) comply in all material respects with applicable provisions of ERISA and the IRC with respect to all Employee Benefit Plans, (b) without the prior written consent
of Agent and the Required Lenders, not take any action or fail to take action the result of which could result in a Loan Party or ERISA Affiliate incurring a material liability to the PBGC or to a Multiemployer Plan (other than to pay contributions
or premiums payable in the ordinary course), (c) allow any facts or circumstances to exist with respect to one or more Employee Benefit Plans that, in the aggregate, reasonably could be expected to result in a Material Adverse Effect,
(d) not participate in any prohibited transaction that could result in other than a de minimis civil penalty excise tax, fiduciary liability or correction obligation under ERISA or the IRC, (e) operate each Employee Benefit Plan in such a
manner that will not incur any material tax liability under the IRC (including Section 4980B of the IRC), and (e) furnish to Agent upon Agent’s written request such additional information about any Employee Benefit Plan for which any
Loan Party or ERISA Affiliate could reasonably expect to incur any material liability. With respect to each Pension Plan (other than a Multiemployer Plan) except as could not reasonably be expected to result in liability to the Loan Parties, the
Loan Parties and the ERISA Affiliates shall (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution and funding requirements
of the IRC and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA. 

5.15 Deposit Accounts and Securities Accounts. From and after April 15, 2013 or, if later, 10 days after the acquisition of
any deposit account or securities account (as any such date may be extended by Agent), maintain its primary Deposit Accounts and Securities Accounts of the Loan Parties and their Subsidiaries located in a jurisdiction in the United States
(a) only at Wells Fargo or one or more of its Affiliates and (b) subject to a Control Agreement or an equivalent agreement under applicable law. 

  
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 5.16 First Lien Documents. Borrower will promptly provide Agent with (a) true
and complete copies of any and all material documents and other material written information delivered by a Borrower or any of its Subsidiaries pursuant to the terms of the First Lien Documents including, without limitation, copies of all notices
relating to proposed amendments, consents, waivers and other modifications to the Senior Loan Documents, and (b) details of any defaults or events of default under the First Lien Credit Agreement, and (c) copies of all notices relating to
defaults and events or default under the First Lien Documents. 
 5.17 Observer Right. The Loan Parties shall allow a
representative designated by Agent to attend and participate in all meetings of each Borrower’s Board of Directors and of the governing body of each other Loan Party, including all committees and sub-committees thereof (each, a “Board
Observer”). The Loan Parties shall (i) give the Agent notice of all such meetings, at the same time as furnished to the directors, managers, or partners, as applicable, of any of the applicable Loan Parties, (ii) provide to each
Board Observer all material notices, documents and information furnished to the directors, managers, members, or partners, as applicable, of each entity, whether at or in anticipation of a meeting, an action by written consent or otherwise, at the
same time furnished to such directors, managers, members, or partners, as applicable, (iii) notify each Board Observer and permit Board Observer to participate by telephone in, emergency meetings of each such board or other governing body and
all committees and sub-committees thereof, (iv) provide each Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of the Board of Directors or other applicable governing body, and
(v) cause regularly scheduled meetings of the Board of Directors and other applicable governing bodies to be held no less frequently than quarterly with at least one such meeting in each fiscal year to be held in person. THL Credit may consult
with and advise management of the Loan Parties on significant business issues, including management’s proposed annual operating plans. THL Credit may submit business proposals or suggestions to management from time to time, in which case one or
more members of management will discuss such proposals or suggestions with THL Credit within a reasonable period after such submission. Notwithstanding the foregoing, a majority of any such Board of Directors shall have the right to exclude the
Board Observer from all or portions of meetings or omit to provide the Board Observer with certain information (a) if related to this Agreement or the Term Loan or (b) if such members of the board of directors reasonably believe in good
faith that such exclusion or omission is necessary in order to preserve the attorney-client privilege. 
 5.18 First Lien Credit
Agreement Enhancements. If the First Lien Agent or any First Lien Lender receives any additional collateral, guaranty or other credit enhancement of any type after the date hereof, the Borrowers shall cause the same to be granted to the
Agent for its own benefit and the benefit of the Lenders (pursuant to the terms of the Intercreditor Agreement). 
 5.19 Exercise of
Rights. Subject to the approval of such Loan Party’s Governing Body, enforce all of such Loan Party’s material rights with respect to the Acquisition Documents, including, without limitation, all material indemnification rights and
pursue all material remedies available to the Loan Parties with diligence and in good faith in connection with the enforcement of such rights. 

6. NEGATIVE COVENANTS. 
 Each
Borrower covenants and agrees that until payment in full of the Obligations: 
 6.1 Indebtedness. Each Borrower will not, and
will not permit any of its Subsidiaries to create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness. 

  
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 6.2 Liens. Each Borrower will not, and will not permit any of its Subsidiaries to
create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens. 

6.3 Restrictions on Fundamental Changes. Each Borrower will not, and will not permit any of its Subsidiaries to, 

(a) Other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or recapitalization, or
reclassify its Equity Interests, except for (i) any merger between Loan Parties, provided, that a Borrower must be the surviving entity of any such merger to which it is a party, (ii) any merger between a Loan Party and a Subsidiary
of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger, and (iii) any merger between Subsidiaries of any Borrower that are not Loan Parties, 

(b) liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of
non-operating Subsidiaries of any Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a Loan Party (other than any Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets
(including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any
Borrower that is not a Loan Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are
transferred to a Subsidiary of a Borrower that is not liquidating or dissolving, or 
 (c) suspend or cease operating a substantial portion
of its or their business, except as permitted pursuant to clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4. 

6.4 Disposal of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, each
Borrower will not, and will not permit any of its Subsidiaries to convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of
its or their assets. 
 6.5 Nature of Business. Each Borrower will not, and will not permit any of its Subsidiaries to make
any change in the nature of its or their business as described in Schedule 6.5 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided, that the foregoing shall not prevent any
Borrower and its Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business. 
 6.6
Prepayments and Amendments. Each Borrower will not, and will not permit any of its Subsidiaries to, 
 (a) Except in connection
with Refinancing Indebtedness permitted by Section 6.1; 
 (i) optionally prepay, redeem, defease, purchase, or otherwise
acquire any Indebtedness of any Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) the First Lien Priority Debt in accordance with the terms and
conditions of the First Lien Documents and the Intercreditor Agreement, or 
 (ii) make any payment on account of Indebtedness that has
been contractually subordinated in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions, or 

(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of 

  
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 (i) any agreement, instrument, document, indenture, or other writing evidencing or concerning
Permitted Indebtedness other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, (C) Indebtedness permitted under clauses (c), (h), (j) and (k) of the
definition of Permitted Indebtedness, (D) the First Lien Debt in accordance with the terms and conditions of the First Lien Documents and the Intercreditor Agreement, or 

(ii) the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate,
could reasonably be expected to be materially adverse to the interests of the Lenders. 
 6.7 Restricted Payments. Each
Borrower will not, and will not permit any of its Subsidiaries to make any Restricted Payment; provided, that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result
therefrom, 
 (a) Administrative Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or
any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Administrative Borrower held by such Persons, provided, that the aggregate amount of such redemptions made by Administrative
Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition of Permitted Indebtedness, does not exceed $300,000 in any fiscal year, and 

(b) Administrative Borrower may make distributions to former employees, officers, or directors of Administrative Borrower (or any spouses,
ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Administrative Borrower on account of repurchases of the Equity Interests of Administrative Borrower held by such Persons;
provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Administrative Borrower. 

6.8 Accounting Methods. Each Borrower will not, and will not permit any of its Subsidiaries to modify or change its fiscal year
or its method of accounting (other than as may be required to conform to GAAP). 
 6.9 Investments. Each Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted Investments. 

6.10 Transactions with Affiliates. Each Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into or permit to exist any transaction with any Affiliate of any Borrower or any of its Subsidiaries except for: 
 (a)
transactions (other than the payment of management, consulting, monitoring, advisory or similar fees) between such Borrower or its Subsidiaries, on the one hand, and any Affiliate of such Borrower or its Subsidiaries, on the other hand, so long as
such transactions (i) are fully disclosed to Agent prior to the consummation thereof, if they involve one or more payments by any Borrower or its Subsidiaries in excess of $250,000 for any single transaction or series of related transactions,
and (ii) are no less favorable, taken as a whole, to such Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate, 

(b) so long as it has been approved by such Borrower’s or its applicable Subsidiary’s Board of Directors in accordance with
applicable law, any indemnity provided for the benefit of directors (or comparable managers) of such Borrower or its applicable Subsidiary, 

(c) so long as it has been approved by such Borrower’s or its applicable Subsidiary’s Board of Directors in accordance with
applicable law, the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of such Borrower and its Subsidiaries in the ordinary course of business and consistent with industry
practice, 

  
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 (d) transactions permitted by Section 6.3 or Section 6.9, or any
Permitted Intercompany Advance, 
 (e) any management transaction fees associated with the Merger to the Sponsor so long as: 

(i) the total amount of such fees shall not exceed $600,000, 

(ii) (1) immediately prior to and immediately after giving effect to the payment of such transaction fees, no Default or Event of
Default shall have occurred and be continuing and (2) the Borrowers have delivered to the Agent, calculations in form and substance reasonably satisfactory to the Agent, demonstrating that immediately after giving effect to the payment of such
transaction fees, the Borrowers will be in pro forma compliance with the financial covenants set forth in Section 7, and 

(iii) (1) such payment is made on or after the date on which the financial statements for the quarter ending March 31, 2013 have
been delivered to the Agent in accordance with Section 5.1, and (2)(x) if such payment is made prior to June 30, 2013, after giving effect to such payment, the Administrative Borrower shall have Availability of at least
$5,000,000 and (y) if such payment is made after June 30, 2013, after giving effect to such payment, the Administrative Borrower shall have Availability of at least $3,000,000, and 

(f) any management services fees paid to Sponsor in connection with issuances of Equity Interests or Permitted Acquisitions in an amount not
to exceed 2% of the transaction value so long as: 
 (i) (1) immediately prior to and immediately after giving effect to the payment of
such fees, no Default or Event of Default shall have occurred and be continuing and (2) the Borrowers have delivered to the Agent, calculations in form and substance reasonably satisfactory to the Agent, demonstrating that immediately after
giving effect to the payment of such transaction fees, the Borrowers will be in pro forma compliance with the financial covenants set forth in Section 7, and 

(ii) (1) such payment is made on or after the date on which the financial statements for the quarter ending March 31, 2013 have
been delivered to the Agent in accordance with Section 5.1, and (2)(x) if such payment is made prior to June 30, 2013, after giving effect to such payment, the Administrative Borrower shall have Availability of at least
$5,000,000 and (y) if such payment is made after June 30, 2013, after giving effect to such payment, the Administrative Borrower shall have Availability of at least $3,000,000. 

6.11 Use of Proceeds. Each Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of the Term Loan
for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, (ii) to repay a
portion of the Revolving Loans, and (iii) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, in each case, as set forth in the Funds
Flow Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such
Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors). 

6.12 Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests by Administrative
Borrower, each Borrower will not, and will not permit any of its Subsidiaries to, issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests. 

  
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 6.13 Employee Benefits. 

(a) Terminate, or permit any ERISA Affiliate to terminate, any Pension Plan in a manner, or take any other action with respect to any Plan,
which could reasonably be expected to result in any liability of any Loan Party or ERISA Affiliate to the PBGC. 
 (b) Fail to make, or
permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Benefit Plan, agreement relating thereto or applicable Law, any Loan Party or ERISA Affiliate is required to pay if such failure
could reasonably be expected to have a Material Adverse Effect. 
 (c) Permit to exist, or allow any ERISA Affiliate to permit to exist, any
accumulated funding deficiency within the meaning of section 302 of ERISA or section 412 of the Code, whether or not waived, with respect to any Plan which exceeds $300,000 with respect to all Pension Plans in the aggregate. 

(d) Acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with
respect to a Loan Party or with respect to any ERISA Affiliate if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Pension
or (ii) any Multiemployer Plan. 
 (e) Contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to
contribute to or assume an obligation to contribute to, any Multiemployer Plan not set forth on Schedule 4.11. 
 (f) Amend, or
permit any ERISA Affiliate to amend, a Pension Plan resulting in a material increase in current liability such that a Loan Party or ERISA Affiliate is required to provide security to such Plan under the IRC. 

6.14 [Reserved]. 

6.15 Acquisition of First Lien Debt. The Loan Parties shall not, and shall not permit any Subsidiary thereof or any Affiliate to
purchase, redeem, prepay, tender for or otherwise acquire, directly or indirectly, any of the outstanding First Lien Debt except upon the full repurchase or prepayment of the Term Loans in accordance with the other terms of this Agreement, or the
refinancing, repurchase or repayment of the First Lien Debt in accordance with the Intercreditor Agreement. The Borrowers will promptly terminate all First Lien Debt acquired by it or any of its Subsidiaries or any Affiliates pursuant to any
purchase, redemption, prepayment or tender for the First Lien Debt pursuant to any provision of this Agreement or otherwise and no First Lien Debt may be issued in substitution or exchange for any such First Lien Debt. For the avoidance of doubt,
this Section 6.15 is not intended and shall not prevent Loan Parties from making (a) regularly scheduled payments of principal and interest pursuant to the First Lien Credit Agreement, or (b) any prepayments of the First Lien
Debt. 
 6.16 Antilayering. No Loan Party (i) will create or incur any Indebtedness (other than the Obligations) which is
subordinated or junior in right of payment to any other Indebtedness of the Loan Parties, unless such Indebtedness is also subordinated or junior in right of payment, in the same manner and to the same extent, to the Obligations and (ii) shall
have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate of any Loan Party unless such Indebtedness is expressly subordinated to the Term Loans and other Obligations in a manner and on terms reasonably
satisfactory to the Required Lenders. 

  
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 7. FINANCIAL COVENANTS. 

Each Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrowers will:

 (a) Fixed Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a quarter-end basis of no less than the
applicable ratio set forth in the following table for the applicable period set forth opposite thereto: 
  

			
	 Applicable Ratio
	  	 Applicable Period

	 1.10:1.00
	  	For the three-month period ending March 31, 2013
	 1.10:1.00
	  	For the six-month period ending June 30, 2013
	 1.10:1.00
	  	For the nine-month period ending September 30, 2013
	 1.10:1.00
	  	For the twelve-month period ending March 31, 2013, and each quarter thereafter

 (b) Total Leverage Ratio. Have a Total Leverage Ratio, measured on a quarter-end basis, of not greater
than the applicable ratio set forth in the following table for the applicable date set forth opposite thereto: 
  

			
	 Applicable Ratio
	  	 Applicable Date

	 4.400:1.00
	  	March 31, 2013
	 4.125:1.00
	  	June 30, 2013
	 3.850:1.00
	  	September 30, 2013
	 3.575:1.00
	  	December 31, 2013
	 3.300:1.00
	  	March 31, 2014
	 3.025:1.00
	  	June 30, 2014
	 2.750:1.00
	  	September 30, 2014
	 2.475:1.00
	  	December 31, 2014 and thereafter

 8. EVENTS OF DEFAULT. 

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this
Agreement: 
 8.1 Payments. If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or
any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any
portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business
Days, or (b) all or any portion of the principal of the Loans; 

  
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 8.2 Covenants. If any Loan Party or any of its Subsidiaries: 

(a) fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2, 5.3
(solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower refuses to allow Agent or its representatives or agents to visit any Borrower’s properties, inspect its assets
or books or records, examine and make copies of its books and records, or discuss Borrowers’ affairs, finances, and accounts with officers and employees of any Borrower), 5.10, 5.11, or 5.13- 5.19 of this Agreement,
(ii) Section 6 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement; 

(b) fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower is not in
good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first
become known to any officer of any Borrower or (ii) the date on which written notice thereof is given to Borrowers by Agent; or 
 (c)
fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this
Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any
officer of any Borrower or (ii) the date on which written notice thereof is given to Borrowers by Agent; 
 8.3
Judgments/Enjoinment. (a) If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $300,000, or more (except to the extent fully covered (other than to the extent of customary deductibles)
by insurance pursuant to which the insurer has not denied coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets, and either (i) there is a period of 45 consecutive days
at any time after the entry of any such judgment, order, or award during which (1) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (2) a stay of enforcement thereof is not in effect, or (ii) enforcement
proceedings are commenced upon such judgment, order, or award; or (b) if a Loan Party or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of the business
affairs of Borrowers and their Subsidiaries, taken as a whole. 
 8.4 Voluntary Bankruptcy, etc. If an Insolvency Proceeding
is commenced by a Loan Party or any of its Subsidiaries; 
 8.5 Involuntary Bankruptcy, etc. If an Insolvency Proceeding is
commenced against a Loan Party or any of its Subsidiaries and any of the following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the
Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of
all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered therein; 

  
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 8.6 Default Under Other Agreements. 

(a) If there is a default in one or more agreements to which a Loan Party or any of its Subsidiaries is a party with one or more third Persons
relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness (other than the First Lien Debt) involving an aggregate amount of $300,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder,
or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or its Subsidiary’s obligations thereunder, or (iii) a default in or an involuntary early
termination of one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party involving an aggregate amount of $150,000 or more; 

(b) (i) there is an “Event of Default” under Section 8.1 of the First Lien Credit Agreement or otherwise with respect to
principal, interest, fee or other payment required thereunder and such Event of Default continues for not less than 10 Business Days, or (ii) all or any part of the First Lien Debt (or other “Obligations” as defined in the First Lien
Credit Agreement on the date hereof) is accelerated or is otherwise declared to be due and payable prior to its scheduled maturity. 

8.7 Representations, etc. If any warranty, representation, certificate, statement, or Record made herein or in any other Loan
Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof; 

8.8 Guaranty. If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is limited
or terminated by operation of law or by such Guarantor (other than in accordance with the terms of this Agreement); 
 8.9 Security
Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent of Permitted Liens which are
non-consensual Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases, first priority Lien on the Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral
in a transaction permitted under this Agreement, or (b) as the result of an action or failure to act on the part of Agent; 

8.10 Loan Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely
as the result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or
its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or obligation purported to be created under any Loan
Document; or 
 8.11 Change of Control. A Change of Control shall occur. 

8.12 ERISA. The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment
when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result in
liability in excess of $300,000, (b) an accumulated funding deficiency or funding shortfall in excess of $300,000 occurs or exists, whether or not waived, with respect to any Pension Plan, individually or in the aggregate, (c) a
Notification Event, which could reasonably be expected to result in liability in excess of $300,000, either individually or in the aggregate, or (d) any Loan Party or ERISA Affiliate completely or partially withdraws from one or more
Multiemployer Plans and incurs Withdrawal Liability in excess of $300,000 in the aggregate, or fails to make any Withdrawal Liability payment when due. 

8.13 Ultimate Parent Company. Any Ultimate Parent Company shall have any material liabilities (other than liabilities arising
under the Loan Documents), own any material assets (other than Equity Interests of Borrowers) or engage in any operations or business (other than ownership of Borrowers and their Subsidiaries). 

  
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 9. RIGHTS AND REMEDIES. 

9.1 Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the
instruction of the Required Lenders, shall (in each case under clauses (a) or (b) by written notice to Borrowers), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do
any one or more of the following: 
 (a) (i) declare the Obligations, whether evidenced by this Agreement or by any of the other Loan
Documents immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other
requirements of any kind, all of which are hereby expressly waived by each Borrower. 
 (b) [Reserved]. 

(c) Exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity;
provided, that, with respect to any Event of Default resulting solely from failure of Borrowers to comply with the financial covenants set forth in Section 7, neither Agent nor the Required Lenders may exercise the foregoing
remedies in this Section 9.1 until the date that is the earlier of (1) 10 Business Days after the day on which financial statements are required to be delivered for the applicable fiscal quarter and (2) the date that Agent
receives notice that there will not be a Curative Equity contribution made for such fiscal quarter. 
 (d) The foregoing to the contrary
notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to Borrowers or any other Person or any act by the Lender
Group, the Obligations, inclusive of all accrued and unpaid interest thereon and all fees and all other amounts owing under this Agreement or under any of the other Loan Documents, shall automatically and immediately become due and payable and
Borrowers shall be obligated to repay all of such Obligations in full without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Borrowers. 

9.2 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all
other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an
election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it. 

9.3 Curative Equity. 

(a) Subject to the limitations set forth in clause (f) below, Borrowers may cure (and shall be deemed to have cured) an Event of Default
arising out of a breach of any of the financial covenants set forth in clauses (a) or (b) of Section 7 (the “Specified Financial Covenants”) if they receive the cash proceeds of an investment of Curative Equity
within 10 Business Days after the date that is the earlier to occur of (i) the date on which the Compliance Certificate is delivered to Agent in respect of the fiscal quarter with respect to which any such breach occurred and (ii) the date
on which the Compliance Certificate is required to be delivered to Agent pursuant to Section 5.1 in respect of the fiscal quarter with respect to which any such breach occurred; provided that Borrowers’ right to so cure an
Event of Default shall be contingent on their timely delivery of such Compliance Certificate as required under Section 5.1. On or before the earlier to occur of (i) the date on which the Compliance Certificate is required to be
delivered pursuant to Section 5.1 for any fiscal quarter and (ii) the date on which the Compliance Certificate is actually delivered for any fiscal quarter, the Sponsor may issue to Agent and the Lenders a written binding commitment
to make such investment of Curative Equity. 

  
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 (b) Borrowers shall promptly notify Agent of its receipt of any proceeds of Curative Equity (and
shall immediately apply the same to the payment of the Obligations in the manner specified in Section 2.4(e)(vi)). 
 (c) Any
investment of Curative Equity shall be in immediately available funds and, subject to the limitations set forth in clause (f) below, shall be in an amount that is sufficient to cause Borrowers to be in compliance with all of the Specified
Financial Covenants as at the last day of the most recently ended fiscal quarter, calculated for such purpose as if such amount of Curative Equity were additional EBITDA of Borrowers as at such date. 

(d) In the Compliance Certificate delivered pursuant to Section 5.1 in respect of the fiscal quarter end on which Curative Equity
is used to Borrowers shall (i) include evidence of their receipt of Curative Equity proceeds, and (ii) set forth a calculation of the financial results and balance sheet of Borrowers as at such fiscal quarter end (including for such
purposes the proceeds of such Curative Equity (broken out separately) as deemed EBITDA as if received on such date), which shall confirm that on a pro forma basis after taking into account the receipt of the Curative Equity proceeds, Borrowers would
have been in compliance with the Specified Financial Covenants as of such date. 
 (e) Upon delivery of a Compliance Certificate pursuant to
Section 5.1 conforming to the requirements of this Section, any Event of Default that occurred and is continuing as a result of a breach of any of the Specified Financial Covenants shall be deemed cured with no further action required by
the Required Lenders. Prior to the date of the delivery of a Compliance Certificate pursuant to Section 5.1 conforming to the requirements of this Section, any Event of Default that has occurred as a result of a breach of any of the
Specified Financial Covenants shall be deemed to be continuing and, as a result, the Lenders shall have no obligation to make additional loans or otherwise extend additional credit hereunder and shall not accelerate the Obligations or exercise
remedies with respect thereto unless and until the Curative Equity is not received within the time period required above. In the event Borrowers do not cure all financial covenant violations as provided in this Section 9.3, the existing
Event(s) of Default shall continue unless waived in writing by the Required Lenders in accordance herewith. 
 (f) Notwithstanding the
foregoing, Borrowers’ rights under this Section 9.3 may (i) be exercised not more than 4 times during the term of this Agreement, (ii) not be exercised with respect to consecutive fiscal quarters, and (iii) not be
exercised if the amount of the proposed investment of Curative Equity exceeds (x) prior to the fiscal quarter ending September 30, 2013, the lesser of (A) 10% of EBITDA and (B) $1,000,000 and (y) after September 30,
2013, the lesser of (A) 10% of EBITDA and (B) $1,500,000. Any amount of Curative Equity that is in excess of the amount sufficient to cause Borrowers to be in compliance with all of the Specified Financial Covenants as at such date shall
not constitute Curative Equity. Curative Equity shall be disregarded for purposes of determining EBITDA for any pricing, financial covenant based conditions or any baskets with respect to the covenants contained in this Agreement and there shall be
no pro forma reduction in Indebtedness with the proceeds of any Curative Equity for purposes of determining compliance with the Specified Financial Covenants or for determining any pricing, financial covenant based conditions or baskets with respect
to the covenants contained in this Agreement, in each case in the quarter in which such Curative Equity is used and the subsequent three (3) fiscal quarters. 

(g) To the extent that Curative Equity is received and included in the calculation of the Specified Financial Covenants as deemed EBITDA for
any fiscal quarter pursuant to this Section 9.3, such Curative Equity shall be deemed to be EBITDA for purposes of determining compliance with the Specified Financial Covenants for subsequent periods that include such fiscal quarter.


  
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 10. WAIVERS; INDEMNIFICATION. 

10.1 Demand; Protest; etc. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of
payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which any Borrower may in any way be liable. 

10.2 The Lender Group’s Liability for Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with
its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion
from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall
be borne by Borrowers. 
 10.3 Indemnification. Each Borrower shall pay, indemnify, defend, and hold the Agent-Related
Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings,
liabilities, fines, costs, penalties, and damages, and all reasonable, documented fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the
enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the
execution and delivery (provided that Borrowers shall not be liable for costs and expenses (including attorneys fees) of any Lender (other than THL Credit) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan
Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of
Borrowers’ and their Subsidiaries’ compliance with the terms of the Loan Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the Lenders that do not involve
any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the indemnification
in this clause (a) shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand, or (iii) any Taxes or any costs
attributable to Taxes, which shall be governed by Section 16), (b) with respect to any actual or prospective investigation, litigation, or proceeding related to this Agreement, any other Loan Document, the making of any Loans, or the use
of the proceeds of the Loans (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release
of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such
assets or properties of any Borrower or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation to any Indemnified
Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers,
directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an
Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT
LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER
PERSON. 

  
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 11. NOTICES. 

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing
and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested),
overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to any Borrower or Agent, as the case may be, they shall be sent to the respective
address set forth below: 
  

					
		  	If to any Borrower:	  	c/o Connecture, Inc.
		  		  	18500 W. Corporate Drive, Suite 250
		  		  	Brookfield, Wisconsin 53045
		  		  	Fax: (262) 432-0075
		  		  	
		  	with copies to:	  	DLA Piper LLP (US)
		  		  	1201 West Peachtree Street NW, Suite 2800
		  		  	Atlanta, Georgia 30309
		  		  	Fax: (404) 682-7854
		  		  	Attention: Joseph G. Silver
		  		  	
		  	If to Agent:	  	THL CORPORATE FINANCE, INC.
		  		  	100 Federal Street, 31st Floor
		  		  	Boston, MA 02110
		  		  	Attn: Terrence Olson
		  		  	Fax No.: (877) 494-9096
		  		  	Email: tolson@thlcredit.com
		  		  	
		  	with copies to:	  	Proskauer Rose LLP
		  		  	Eleven Times Square
		  		  	New York, NY 10036-8299
		  		  	Fax: (212) 969-2900
		  		  	Attention: William P. Brady, Esq.

 Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing
in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the
mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal
business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an
acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment). 

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. 

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND
ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

  
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 (b) THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, THAT ANY SUIT SEEKING
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER AND EACH
MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION 12(b). 
 (c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP
HEREBY WAIVE THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

(d) EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN
THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(e) NO CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, ANY OTHER LENDER, OR ANY AFFILIATE, DIRECTOR, OFFICER, EMPLOYEE, COUNSEL,
REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER
OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. 

  
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 13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS. 

13.1 Assignments and Participations. 

(a) (i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights
and duties under the Loan Documents (including the Obligations owed to it) to one or more assignees (each, an “Assignee”), with the prior written consent (such consent not be unreasonably withheld, conditioned or delayed) of: 

(A) Borrowers; provided, that no consent of Borrowers shall be required (1) if an Event of Default has occurred and is continuing
or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided further, that Borrowers shall be deemed to have consented to a proposed assignment unless they object
thereto by written notice to Agent within 5 Business Days after having received notice thereof; and 
 (B) Agent. 

(ii) Assignments shall be subject to the following additional conditions: 

(A) no assignment may be made to a natural person, 

(B) no assignment may be made to a Loan Party, an Affiliate of a Loan Party, or any Sponsor Affiliated Entity, 

(C) the amount of the rights and obligations of the assigning Lender hereunder and under the other Loan Documents subject to each such
assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $500,000 (except such minimum amount shall not apply to (I) an
assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent
that the aggregate amount to be assigned to all such new Lenders is at least $500,000), 
 (D) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, 
 (E) the parties to
each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee
until written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by such Lender and the Assignee, 

(F) unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the
amount of $3,500, and 
 (G) the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved
by Agent (the “Administrative Questionnaire”). 
 (b) From and after the date that Agent receives the executed Assignment
and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan
Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement 

  
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(and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such
Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s
obligations under Section 15 and Section 17.9(a). 
 (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the
performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes
Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such
Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. 

(d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender
pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee. 

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a
“Participant”) participating interests in all or any portion of its Obligations and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents;
provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights
and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the
Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating
Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or
waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the
Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or
guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or
fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant
through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party, an Affiliate of a Loan Party, or any Sponsor Affiliated Entity, and (vii) all amounts payable by
Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have


  
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become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such
Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or otherwise in respect of the Obligations. No
Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. 
 (f) In connection
with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of
Section 17.9, disclose all documents and information which it now or hereafter may have relating to any Borrower and its Subsidiaries and their respective businesses. 

(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce
such pledge or security interest in any manner permitted under applicable law. 
 (h) Agent (as a non-fiduciary agent on behalf of
Borrowers) shall maintain, or cause to be maintained at an office in the United States, a register (the “Register”) on which it enters the name and address of each Lender as the registered owner of the Term Loan (and the principal
amount thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Term Loan to an Affiliate of such
Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each
registered note shall expressly so provide) and (ii) any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the
Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request
of the designated assignee(s) or transferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). The entries in the Register shall be conclusive absent manifest
error and prior to the registration of assignment or sale of any Registered Loan (and the registered note, if any evidencing the same), Borrowers shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing
the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Loan to an
Affiliate of such Lender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrowers, shall maintain a register comparable to the Register. 

(i) In the event that a Lender sells participations in the Registered Loan, such Lender, as a non-fiduciary agent on behalf of Borrowers,
shall maintain (or cause to be maintained) a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the portion of such Registered Loans that is subject
to such participations) (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant
Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant
Register and all entries in the Participant Register shall be conclusive absent manifest error. 

  
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 (j) Agent shall make a copy of the Register available for review by Borrowers from time to time
as Borrowers may reasonably request. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any loans
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. 
 13.2 Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns
of each of the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to
assignment by the Lenders shall release any Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 and, except as expressly
required pursuant to Section 13.1, no consent or approval by any Borrower is required in connection with any such assignment. 
  

	14.	AMENDMENTS; WAIVERS. 

 14.1 Amendments and Waivers. 

(a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document, and no consent with respect to
any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any
such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly
affected thereby and all of the Loan Parties that are party thereto, do any of the following: 
 (i) increase the amount of any Commitment
of any such Lender, 
 (ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal,
interest, fees, or other amounts due hereunder or under any other Loan Document, 
 (iii) reduce the principal of, or the rate of interest
on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver
shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a
reduction of fees for purposes of this clause (iii)), 
 (iv) amend, modify, or eliminate this Section or any provision of this Agreement
providing for consent or other action by all Lenders, 
 (v) amend, modify, or eliminate Section 3.1 or 3.2, 

(vi) amend, modify, or eliminate Section 15.11, 

(vii) other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral, 

(viii) amend, modify, or eliminate the definitions of “Required Lenders” or “Pro Rata Share”, 

(ix) contractually subordinate any of Agent’s Liens, 

  
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 (x) other than in connection with a merger, liquidation, dissolution or sale of such Person
expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights or
duties under this Agreement or the other Loan Documents, 
 (xi) amend, modify, or eliminate any of the provisions of
Section 2.4(b)(i) or (ii) or Section 2.4(e) or (f), or 
 (xii) amend, modify, waive, or
eliminate any of the provisions of Section 13.1(a) to permit a Loan Party, an Affiliate of a Loan Party, Sponsor, or any Sponsor Affiliated Entity to be permitted to become an Assignee, or 

(xiii) [Reserved] 
 (b) No
amendment, waiver or other modification shall amend, modify or waiver any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent
of Agent, Borrowers, and the Required Lenders; 
 (c) [Reserved] 

(d) [Reserved] 
 (e)
Anything in this Section 14.1 to the contrary notwithstanding, any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that
relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party. 

14.2 Replacement of Certain Lenders. 

(a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders
or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under
Section 16, then Borrowers or Agent at Borrowers’ sole expense and effort, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a
“Non-Consenting Lender”) or any Defaulting Lender or any Lender that made a claim for compensation under Section 16 (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender,
Defaulting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, shall specify an effective date for such
replacement, which date shall not be later than 15 Business Days after the date such notice is given. In the case of a Tax Lender, no replacement shall occur unless the assignment will result in a reduction in payments under Section
16. Further, no Tax Lender shall be required to make any such assignment if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment cease to apply. 

(b) Prior to the effective date of such replacement, the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, and each
Replacement Lender shall execute and deliver an Assignment and Acceptance without recourse, subject only to the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations
(without any premium or penalty of any kind whatsoever, but including all interest, fees and other amounts that may be due in payable in respect thereof and, in the case of a Tax Lender, all payments under Section 16 have been made. If
the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such 

  
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Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf
of the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, shall be
deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender, Defaulting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1. 

14.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this
Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically
stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrowers of any provision of this Agreement. Agent’s and each
Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have. 

14.4 Amendment to First Lien Documents. If any amendment of modification to the First Lien Documents amends or modifies any
representation and warranty, covenant (including any financial covenant) or event of default contained in the First Lien Documents (or any related definitions), in each case, in a manner that is more restrictive than the applicable provisions permit
as of the date thereof, or if any amendment or modification to the First Lien Credit Agreement or other First Lien Document adds an additional representation and warranty, covenant or event of default therein, the Borrowers acknowledge and agree
that this Agreement or the other Loan Documents, as the case may be, shall be automatically amended or modified to affect similar amendments or modifications with respect to this Agreement or such other Loan Documents (preserving any cushions that
may exist with respect to financial covenants or any such applicable basket), without the need for any further action or consent by any Borrower or any other party. In furtherance of the foregoing, the Borrowers shall permit the Agent and Lenders to
document each such similar amendment or modification to this Agreement or such other Loan Documents or insert a corresponding new representation and warranty, covenant or event of default in this Agreement or such other Loan Documents without any
need for any further action or consent by the Borrowers. 
 15. AGENT; THE LENDER GROUP. 

15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints THL Corporate Finance as its agent under
this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement
and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent
agrees to act as agent for and on behalf of the Lenders on the conditions contained in this Section 15. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any
duties or responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan
Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes Agent to act as the secured party under each of the Loan Documents that create a Lien on any item of Collateral.
Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights 

  
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or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the
generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following powers as long as this Agreement remains in effect:
(a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related matters, (b) execute or file any and all
financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) exclusively receive, apply, and distribute
payments and proceeds of the Collateral as provided in the Loan Documents, (d) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the
foregoing purposes, (e) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to any Borrower or its Subsidiaries, the Obligations, the Collateral, or otherwise related to any of same as provided
in the Loan Documents, and (f) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents. 

15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as
long as such selection was made without gross negligence or willful misconduct. 
 15.3 Liability of Agent. None of the
Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any of its Subsidiaries or Affiliates, or any officer or director
thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Borrower or its Subsidiaries or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the books and records or properties of any Borrower or its Subsidiaries. 
 15.4 Reliance by
Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or
telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to
Borrowers or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first
receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable
satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders. 

  
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 15.5 Notice of Default or Event of Default. Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except with respect
to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a
“notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender
promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such
Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable. 
 15.6 Credit Decision.
Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Borrower and its Subsidiaries or Affiliates, shall
be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such due diligence,
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers or any other Person party to a
Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents that it will,
independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrowers or any
other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related
Persons. Each Lender acknowledges that Agent does not have any duty or responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to provide such Lender with any credit or other
information with respect to any Borrower, its Affiliates or any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into Agent’s or its Affiliates’ or representatives’
possession before or after the date on which such Lender became a party to this Agreement. 
 15.7 Costs and Expenses;
Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents,
including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or
insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient
amounts from payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses
by Borrowers or their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a
ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided,
that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct. Without


  
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limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or reasonable, documented out of pocket expenses (including attorneys,
accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section shall
survive the payment of all Obligations hereunder and the resignation or replacement of Agent. 
 15.8 Agent in Individual
Capacity. THL Corporate Finance and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial advisory,
underwriting, or other business with any Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Document as though THL Corporate Finance were not Agent hereunder, and, in each case, without notice to or consent of the
other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, THL Corporate Finance or its Affiliates may receive information regarding a Borrower or its Affiliates or any other Person party
to any Loan Documents that is subject to confidentiality obligations in favor of such Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in
the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and
“Lenders” include THL Credit in its individual capacity. 
 15.9 Successor Agent. Agent may resign as Agent upon 30
days (10 days if an Event of Default has occurred and is continuing) prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by Borrowers). If Agent resigns under this
Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for
the Lenders. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any
material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the
consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and
duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent,
the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days
following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders
appoint a successor Agent as provided for above. 
 15.10 Lender in Individual Capacity. Any Lender and its respective
Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with any Borrower and
its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group
acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding a Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in
favor of such Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which
waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them. 

  
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 15.11 Collateral Matters.  

(a) The Lenders hereby irrevocably authorize Agent to release any Lien on any Collateral (i) upon the termination of the Commitments and
payment and satisfaction in full by Borrowers of all of the Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or
disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which no Borrower or its Subsidiaries owned any interest at the time
Agent’s Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Borrower or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this
Agreement, or (v) in connection with a credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize Agent, based upon the instruction of the Required Lenders, to
(a) consent to, credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 of
the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code, including
pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent
in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled to be, and
shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to credit bid or
purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such
claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders whose Obligations are credit bid shall be entitled to receive interests (ratably
based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities that are
used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit
bid or purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the
value of such non-cash consideration. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the
Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrowers at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of
Collateral pursuant to this Section 15.11; provided, that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any document or take any action necessary
to evidence such release on terms that, in Agent’s opinion, could expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such
release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower, including, the proceeds
of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby irrevocably authorize Agent, at its option and in its sole discretion, to subordinate any Lien granted to or held by Agent under any Loan
Document to the holder of any Permitted Lien on such property if such Permitted Lien secures Permitted Purchase Money Indebtedness. 

  
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 (b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral
exists or is owned by Borrowers or their Subsidiaries or is cared for, protected, or insured or has been encumbered, or that Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled
to any particular priority, or whether to impose, maintain, reduce, or eliminate any particular reserve hereunder or whether the amount of any reserve is appropriate or not, or to exercise at all or in any particular manner or under any duty of
care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act,
omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the
Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise expressly provided herein. 

15.12 Restrictions on Actions by Lenders; Sharing of Payments. 

(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is
lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to any Borrower or its Subsidiaries or any deposit accounts of any Borrower or its Subsidiaries now or hereafter
maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to
enforce any Loan Document against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral. 

(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or
any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all
such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of
all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the
other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent that such excess payment received by the purchasing party is thereafter
recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the
extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment. 
 15.13 Agency
for Perfection. Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as
applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver
possession or control of such Collateral to Agent or in accordance with Agent’s instructions. 
 15.14 Payments by Agent to the
Lenders. All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent.
Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations. 

  
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 15.15 Concerning the Collateral and Related Loan Documents. Each member of the
Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents
relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders. 

15.16 Financial Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party
to this Agreement, each Lender: 
 (a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a
copy of each financial examination report respecting any Borrower or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports, 

(b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and
(ii) shall not be liable for any information contained in any Report, 
 (c) expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that Agent or other party performing any financial examination will inspect only specific information regarding Borrowers and their Subsidiaries and will rely significantly upon Borrowers’ and their
Subsidiaries’ books and records, as well as on representations of Borrowers’ personnel, 
 (d) agrees to keep all Reports and
other material, non-public information regarding Borrowers and their Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and 

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any
other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that
the indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and
hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender
preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

(f) In addition to the foregoing, (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a
copy of any report or document provided by any Borrower or its Subsidiaries to Agent that has not been contemporaneously provided by such Borrower or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a
copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from any Borrower or its Subsidiaries, any Lender may, from time to time, reasonably
request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from
such Borrower or such Subsidiary, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrowers a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

 15.17 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been
or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available 

  
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hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their ratable shares of the Term Loans, to make an amount of such
credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Term Loans. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of,
the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no
Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No
Lender shall be responsible to any Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for such Lender or on its behalf, nor to take any other action on
behalf of such Lender hereunder or in connection with the financing contemplated herein. 
 16. WITHHOLDING TAXES. 

(a) All payments made by Borrowers hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other
defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Indemnified Taxes, and in the event any deduction or withholding of Indemnified Taxes is required, Borrowers
shall comply with the next sentence of this Section 16(a). If any Indemnified Taxes are so levied or imposed, Borrowers agree to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that every
payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16(a) after withholding or deduction for or on account of any Indemnified Taxes, will not be less than the
amount that would have been paid had no withholding been made; provided, that Borrowers shall not be required to increase any such amounts to the extent that the increase in such amount payable results from Agent’s or such Lender’s own
willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrowers shall timely pay the full amount deducted or withheld to the relevant Governmental Authority and shall furnish to Agent as promptly as
possible after the date the payment of any Indemnified Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrowers. 

(b) Each Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges,
or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of from the receipt or perfection of a security interest under, or otherwise with respect to this Agreement or any
other Loan Document (“Other Taxes”). 
 (c) Without duplication under Section 16(a), each Borrower shall
jointly and severally indemnify each Lender within 10 days after demand therefore, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or
paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by
the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error. 
 (d) If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax,
such Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any of the of the following forms or documentation that are relevant to the
particular Lender or Participant, before receiving its first payment under this Agreement: 

  
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 (i) if such Lender or Participant is entitled to claim an exemption from United States
withholding tax pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II)
a 10% shareholder of Administrative Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrowers within the meaning of Section 864(d)(4) of the IRC, and (B) a
properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments); 
 (ii) if such Lender or Participant is entitled
to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN; 

(iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax
because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI; 

(iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax
because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); and 

(v) a properly completed and executed copy of any other form or forms or documentation, including IRS Form W-9, as may be required under the
IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax. 

(e) Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered
forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction. 

(f) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such
Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to
exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms and in the Lender’s
reasonable judgment, the completion, execution or submission would not subject it to any material unreimbursed cost or expense or would materially prejudice any legal or commercial position taken, provided, that nothing in this
Section 16 shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms)
upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid
any claimed exemption or reduction. 
 (g) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such
Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a
participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent
will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16(d), (e) or (f) as no longer valid. With respect to such percentage amount, such Participant or Assignee may
provide new documentation, pursuant to Section 16(d), (e) or (f), if applicable. Borrowers agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation
in any portion of the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto. 

  
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 (h) If a Lender or a Participant is entitled to a reduction in the applicable withholding tax,
Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding tax after taking into account such
reduction in accordance with Section 16(a). If the forms or other documentation required by Section 16(c) or 16(d) are not delivered to Agent (or, in the case of a Participant, to the Lender granting the
participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to
the applicable withholding tax in accordance with Section 16(a). 
 (i) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to
a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the
participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such
Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including
penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16, together with all costs
and expenses (including attorneys fees and expenses). 
 (j) If Agent or a Lender determines, in its sole discretion, that it has received a
refund of any Indemnified Taxes to which Borrowers have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrowers (but only
to the extent of payments made, or additional amounts paid, by Borrowers under this Section 16 with respect to Indemnified Taxes giving rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender (including Taxes)
and without interest (other than any interest paid by the applicable Governmental Authority with respect to such a refund); provided, that Borrowers, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrowers (plus
any penalties, interest or other charges, imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such
Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender
to make available its tax returns (or any other information which it deems confidential) to Borrowers or any other Person. 
 (k) Each
party’s obligations under this Section 16 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations
under any Loan Document. 
 17. GENERAL PROVISIONS. 

17.1 Effectiveness. This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender
whose signature is provided for on the signature pages hereof. 
 17.2 Section Headings. Headings and numbers have been set
forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement. 

17.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group
or any Borrower, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish
fairly the purposes and intentions of all parties hereto. 

  
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 17.4 Severability of Provisions. Each provision of this Agreement shall be
severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. 

17.5 [Reserved]. 

17.6 Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the
other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions
contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

 17.7 Counterparts; Electronic Execution. This 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 Agreement. Delivery of an executed counterpart of this
Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or
other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this
Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis. 
 17.8 Revival and Reinstatement of
Obligations. If any member of the Lender Group repays, refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or transferred to such member of the Lender Group in
full or partial satisfaction of any Obligation or on account of any other obligation of any Loan Party under any Loan Document, because the payment, transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void,
voidable, or otherwise recoverable under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers, preferences, or other voidable or recoverable obligations or transfers (each, a
“Voidable Transfer”), or because such member of the Lender Group elects to do so on the reasonable advice of its counsel in connection with a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as
to any such Voidable Transfer, or the amount thereof that such member of the Lender Group elects to repay, restore, or return (including pursuant to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and
attorneys fees of such member of the Lender Group related thereto, (i) the liability of the Loan Parties with respect to the amount or property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and
restored and will exist and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the
foregoing, (A) Agent’s Liens shall have been released or terminated or (B) any provision of this Agreement shall have been terminated or cancelled, Agent’s Liens, or such provision of this Agreement, shall be reinstated in full
force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligation of any Loan Party in respect of such liability or any Collateral securing such
liability. 
 17.9 Confidentiality. 

(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that non-public information regarding Borrowers and
their Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential Information”) shall be treated by Agent and the Lenders in a 

  
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confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants,
auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know”
basis in connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and Affiliates of any member of the Lender Group, provided that any such Subsidiary or Affiliate shall have
agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by regulatory authorities so long as such authorities are informed of the confidential nature of such information,
(iv) as may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided that (x) prior to any disclosure under this clause (iv), the disclosing party agrees to provide Borrowers with prior notice
thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers pursuant to the terms of the applicable statute, decision, or judicial or administrative order,
rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or regulation,
(v) as may be agreed to in advance in writing by Borrowers, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, provided, that, (x) prior to any disclosure under this clause
(vi) the disclosing party agrees to provide Borrowers with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior written notice to Borrowers
pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority pursuant to such
subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in
connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive
such Confidential Information hereunder subject to the terms of this Section 17.9 or pursuant to confidentiality requirements substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential
Information to Persons employed or engaged by them as described in clause (i) above, (ix) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves
claims related to the rights or duties of such parties under this Agreement or the other Loan Documents; provided, that, prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective Affiliates, or
their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to
provide Borrowers with prior written notice thereof, (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan Document, (xi) in connection
with any public filing required under applicable law or regulation as determined in the reasonable discretion of Agent or any Lender and (xii) to their lenders or other providers of financing who agree to keep such information confidential in
accordance with the terms hereof. 
 (b) Anything in this Agreement to the contrary notwithstanding, Agent may disclose information
concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional materials, with such information to consist of deal terms and other information
customarily found in such publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of any Borrower or other Loan Parties and the Commitment provided hereunder in any “tombstone” or other
advertisements on its website or in other marketing materials of Agent. 
 (c) The Loan Parties hereby acknowledge that Agent or its
Affiliates may make available to the Lenders materials or information provided by or on behalf of Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak or another similar
electronic system (the “Platform”) and certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities)
(each, a “Public 

  
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Lender”). The Loan Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time
filed with the SEC as not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United States federal and state securities laws. All Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” or that are not at any time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor” (or such other similar term). 

17.10 Lender Group Expenses. Borrowers agree to pay any and all Lender Group Expenses promptly following the date on which
demand therefor is made by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations. 

17.11 Survival. All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or
other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and
the making of the Term Loan on the Closing Date, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Agent, or any Lender may have had notice or knowledge of any Default or Event of Default or
incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid. 
 17.12 Patriot Act. Each Lender that is subject to the requirements of the Patriot Act
hereby notifies Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information
that will allow such Lender to identify each Borrower in accordance with the Patriot Act. In addition, if Agent is required by law or regulation or internal policies to do so, it shall have the right to periodically conduct (a) Patriot Act
searches, OFAC/PEP searches, and customary individual background checks for the Loan Parties and (b) OFAC/PEP searches and customary individual background checks for the Loan Parties’ senior management and key principals, and each Borrower
agrees to cooperate in respect of the conduct of such searches and further agrees that the reasonable costs and charges for such searches shall constitute Lender Group Expenses hereunder and be for the account of Borrowers. 

17.13 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with
respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. 

17.14 Connecture as Agent for Borrowers. Each Borrower hereby irrevocably appoints Connecture as the borrowing agent and
attorney-in-fact for all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent shall have received prior written notice signed by each Borrower that such appointment has
been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide Agent with all notices and instructions under this Agreement
and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to exercise such powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the
Collateral of Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their
request, and that Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of
each Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the


  
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Lender Group and hold each member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the Lender Group by any Borrower or by any
third party whosoever, arising from or incurred by reason of (a) the handling of the Collateral of Borrowers as herein provided, (b) the Lender Group’s relying on any instructions of the Administrative Borrower, or (c) any other
action taken by the Lender Group hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.14 with respect to any liability that
has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be. 

[Signature pages to follow.] 

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

							
	            BORROWERS:	 		 	 CONNECTURE, INC.
 a Delaware
corporation

				
		 		 	By:	 	/s/ Robert Doug Schneider
		 		 	Name:	 	Robert Doug Schneider
		 		 	Title:	 	CEO

  

							
		 		 	 DESTINATIONRX, INC.
 a
Delaware corporation

				
		 		 	By:	 	/s/ Robert Doug Schneider
		 		 	Name:	 	Robert Doug Schneider
		 		 	Title:	 	CEO

 [SIGNATURE PAGE TO TERM LOAN AGREEMENT] 







 
			
	 THL CORPORATE FINANCE, INC,

a Delaware corporation, as Agent

		
	By:	 	/s/ Christopher Flynn
	Name:	 	Christopher Flynn
	Title:	 	Managing Director


  

			
	 THL CREDIT, INC.,
 a Delaware
corporation, as a Lender

		
	By:	 	/s/ Christopher Flynn
	Name:	 	Christopher Flynn
	Title:	 	Managing Director


  

			
	 THL CREDIT GREENWAY FUND II LLC,

a Delaware limited liability company, as a Lender

		
	By:	 	/s/ Christopher Flynn
	Name:	 	Christopher Flynn
	Title:	 	Managing Director


 [SIGNATURE PAGE TO TERM LOAN AGREEMENT] 







 Schedule 1.1 

As used in the Agreement, the following terms shall have the following definitions: 

“Accounting Changes” means changes in accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency with similar functions). 

“Acquired Indebtedness” means Indebtedness of a Person whose assets or Equity Interests are acquired by a Borrower or any of
its Subsidiaries in connection with a Permitted Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or a Capital Lease with respect to Equipment or mortgage financing with respect to Real Property,
(b) was in existence prior to the date of such Permitted Acquisition, and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition. 

“Acquisition” means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of
the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Equity
Interests of any other Person. 
 “Acquisition Agreement” means that certain Merger Agreement, dated as of January 14,
2013, among Connecture, DRX, DRX Acquisition Company, and the Principal Stockholders named therein. 
 “Acquisition
Documents” means the Acquisition Agreement and all other documents related thereto and executed in connection therewith. 

“Additional Documents” has the meaning specified therefor in Section 5.12 of the Agreement. 

“Administrative Borrower” has the meaning specified therefor in Section 17.14 of the Agreement. 

“Administrative Questionnaire” has the meaning specified therefor in Section 13.1(a) of the Agreement. 

“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement. 

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of
Equity Interests, by contract, or otherwise; provided, that, for purposes of Section 6.10 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for
the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person,
(b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person. 







 “Agent” has the meaning specified therefor in the preamble to the Agreement.

 “Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and
agents. 
 “Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1 to the Agreement (or
such other Deposit Account of Agent that has been designated as such, in writing, by Agent to Administrative Borrower and the Lenders). 

“Agent’s Liens” means the Liens granted by each Borrower or its Subsidiaries to Agent under the Loan Documents and
securing the Obligations. 
 “Agreement” means the Credit Agreement to which this Schedule 1.1 is attached. 

“Applicable Prepayment Premium” means with respect to any payment of the principal of the Term Loans whether before or after
an event of default or acceleration: 
 (i) prior to the first anniversary of the Closing Date, an amount equal to 3% of the principal
amount of such payment; 
 (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing
Date, an amount equal to 2% of the principal amount of such payment; 
 (iii) on or after the second anniversary of the Closing Date, an
amount equal to 0% of the principal amount of such payment. 
 “Application Event” means the occurrence of (a) a
failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to
Section 2.4(b)(ii) of the Agreement. 
 “Assignee” has the meaning specified therefor in
Section 13.1(a) of the Agreement. 
 “Assignment and Acceptance” means an Assignment and Acceptance Agreement
substantially in the form of Exhibit A-1 to the Agreement. 
 “Authorized Person” means any one of the individuals
identified on Schedule A-2 to the Agreement, as such schedule is updated from time to time by written notice from Borrowers to Agent. 

“Availability” has the meaning assigned to such term in the First Lien Credit Agreement as in effect on the date hereof. 

“Bankruptcy Code” means Title 11 of the United States Code, as in effect from time to time. 

  
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 “Base Rate” means the greatest of (a) 1.50%, (b) the Federal Funds
Rate plus  1⁄2, (c) the LIBOR Rate (which rate shall be calculated if possible based upon an Interest Period of 1 month and shall be determined on a daily
basis), and (d) the rate of interest announced, from time to time, within Wells Fargo at its principal office in New York as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base
rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal
publications as Wells Fargo may designate. 
 “Base Rate Margin” means eleven percentage points (11.0%) per annum.

 “Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any
Borrower or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years. 

“Board Observer” has the meaning specified therefor in Section 5.17 of the Agreement. 

“Board of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any
committee thereof duly authorized to act on behalf of the board of directors (or comparable managers). 
 “Board of
Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor). 

“Borrower” and “Borrowers” have the respective meanings specified therefor in the preamble to the Agreement.

 “Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to
close in the state of New York, except that, if a determination of a Business Day shall relate to LIBOR, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank
market. 
 “Capital Expenditures” means, with respect to any Person for any period, the amount of all expenditures by such
Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed, but excluding, without duplication (a) expenditures made during such
period in connection with the replacement, substitution, or restoration of assets or properties pursuant to Section 2.4(e)(ii) of the Agreement, (b) with respect to the purchase price of assets that are purchased substantially
contemporaneously with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit granted by the seller of such assets for the assets being traded in at such time,
(c) expenditures made during such period to consummate one or more Permitted Acquisitions, (d) expenditures made during such period to the extent made with the identifiable proceeds of an equity investment in a Borrower or any of its
Subsidiaries by Sponsor which equity investment is made substantially contemporaneously with the making of the expenditure, (e) capitalized software development costs to the extent such costs are deducted from net earnings under the definition
of EBITDA for such period, and (f) expenditures during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding any Borrower or any of its Affiliates). 

  
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 “Capitalized Lease Obligation” means that portion of the obligations under a
Capital Lease that is required to be capitalized in accordance with GAAP. 
 “Capital Lease” means a lease that is required
to be capitalized for financial reporting purposes in accordance with GAAP. 
 “Cash Equivalents” means (a) marketable
direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof,
(b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”),
(c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time
deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any
United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in
clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation,
(f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more
than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any
commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

 “CFC” means a controlled foreign corporation (as that term is defined in Section 957 of the IRC). 

“Change of Control” means that: 

(a) (i) Sponsor fails to own and control, directly or indirectly, 30% or more (ii) Permitted Holders fail to own and control,
directly or indirectly, 50.1%, or more, or (iii) any other “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Exchange Act) owns more than Sponsor, of the Equity Interests of Administrative
Borrower, either on an economic basis or on the basis of those entitled (without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Administrative Borrower, 

(b) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted
Holders, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 30%, or more, of the Equity Interests of Administrative Borrower, either on an economic basis or on the basis of those entitled
(without regard to the occurrence of any contingency) to vote for the election of members of the Board of Directors of Administrative Borrower, 

  
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 (c) a majority of the members of the Board of Directors of Administrative Borrower do not
constitute Continuing Directors, or 
 (d) Administrative Borrower fails to own and control, directly or indirectly, 100% of the Equity
Interests of each other Loan Party. 
 “Change in Law” means the occurrence after the date of the Agreement of:
(a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation
or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law;
provided that notwithstanding anything in the Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and
(ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or
foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued. 

“Chrysalis Ventures” means Chrysalis Ventures II, L.P. 

“Closing Date” means March 18, 2013. 

“Code” means the New York Uniform Commercial Code, as in effect from time to time. 

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by any Borrower or
its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents. 

“Commitment” means, with respect to each Lender, its Commitment and, with respect to all Lenders, their Commitments, as the
context requires, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender
under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 to the Agreement delivered by
the chief financial officer of Administrative Borrower to Agent. 
 “Confidential Information” has the meaning specified
therefor in Section 17.9(a) of the Agreement. 
 “Continuing Director” means (a) any member of the Board
of Directors who was a director (or comparable manager) of Administrative Borrower on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or
nominated for election to the Board of Directors by either the Permitted Holders or a majority of the Continuing Directors, but excluding any such 

  
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individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the
directors (or comparable managers) of Administrative Borrower and whose initial assumption of office resulted from such contest or the settlement thereof. 

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered
by a Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account). 

“Copyright Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. 

“Curative Equity” means the net amount of common equity contributions made by Sponsor to Borrowers in immediately available
funds and which is designated “Curative Equity” by Borrowers under Section 9.3 of the Agreement at the time it is contributed. For the avoidance of doubt, the forgiveness of antecedent debt (whether Indebtedness, trade
payables, or otherwise) shall not constitute Curative Equity. 
 “Current Assets” means, as at any date of determination,
the total assets of Borrowers and their Subsidiaries (other than cash and Cash Equivalents) which may properly be classified as current assets on a consolidated balance sheet of Borrowers and their Subsidiaries in accordance with GAAP. 

“Current Liabilities” means, as at any date of determination, the total liabilities of Borrowers and their Subsidiaries which
may properly be classified as current liabilities (other than the current portion of the Term Loan, the Swing Loans and the Revolving Loans (each as defined in the First Lien Credit Agreement on the date hereof) and the Term Loan) on a consolidated
balance sheet of Borrowers and their Subsidiaries in accordance with GAAP. 
 “Default” means an event, condition, or
default that, with the giving of notice, the passage of time, or both, would be an Event of Default. 
 “Defaulting Lender”
means any Lender that (a) has failed to fund any amounts required to be funded by it under the Agreement within 1 Business Day of the date that it is required to do so under the Agreement (including the failure to make available to Agent
amounts required pursuant to a Settlement or to make a required payment in connection with a Letter of Credit Disbursement), (b) notified Borrowers, Agent, or any Lender in writing that it does not intend to comply with all or any portion of
its funding obligations under the Agreement, (c) has made a public statement to the effect that it does not intend to comply with its funding obligations under the Agreement or under other agreements generally (as reasonably determined by
Agent) under which it has committed to extend credit, (d) failed, within 1 Business Day after written request by Agent, to confirm that it will comply with the terms of the Agreement relating to its obligations to fund any amounts required to
be funded by it under the Agreement, (e) otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it under the Agreement within 1 Business Day of the date that it is required to do so under the
Agreement, or (f) (i) becomes or is insolvent or has a parent company that has become or is insolvent or (ii) becomes the subject of a bankruptcy or Insolvency Proceeding, or has had a receiver, conservator, trustee, or custodian or
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or Insolvency
Proceeding, or has had a receiver, conservator, trustee, or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment. 

  
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 “Deposit Account” means any deposit account (as that term is defined in the
Code). 
 “Designated Account” means the Deposit Account of Administrative Borrower identified on Schedule D-1 to
the Agreement (or such other Deposit Account of Administrative Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent). 

“Designated Account Bank” has the meaning specified therefor in Schedule D-1 to the Agreement (or such other bank that
is located within the United States that has been designated as such, in writing, by Borrowers to Agent). 
 “Disqualified Equity
Interests” shall mean any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is
redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for
Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 180 days after the Maturity Date. 

“Dollars” or “$” means United States dollars. 

“Earn-Outs” shall mean unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a
part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow
or profits (or the like) of the target of such Permitted Acquisition. 
 “EBITDA” means, with respect to any fiscal period:

 (a) Borrowers’ consolidated net earnings (or loss),  

            minus 

(b) without duplication, the sum of the following amounts of Borrowers for such period to the extent included in determining consolidated net
earnings (or loss) for such period: 
 (i) any extraordinary, unusual, or non-recurring gains, 

(ii) interest income, 

  
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 (iii) any software development, labor, or commission/incentive costs to the extent capitalized
during such period, 
 (iv) exchange, translation or performance gains relating to any hedging transactions or foreign currency
fluctuations, and 
 (v) income arising by reason of the application of FAS 141R, 

            plus 

(c) without duplication, the sum of the following amounts of Borrowers for such period to the extent included in determining consolidated net
earnings (or loss) for such period: 
 (i) any extraordinary, unusual, or non-recurring non-cash losses, 

(ii) Interest Expense, 
 (iii)
tax expense based on income, profits or capital, including federal, foreign, state, franchise and similar taxes (and for the avoidance of doubt, specifically excluding any sales taxes or any other taxes held in trust for a Governmental Authority),

 (iv) depreciation and amortization for such period, 

(v) (A) with respect to the Merger, costs, reasonable fees to Persons (other than any Borrower, Sponsor or any of their Affiliates),
charges, or expenses incurred in connection therewith prior to, on or within 180 days of the Closing Date; provided that the amounts necessary to pay all of such costs, fees, charges, or expenses are actually funded on the Closing Date as
reflected in the sources and uses delivered to Agent that is acceptable to Agent; provided further that (i) the amounts necessary to pay all of such costs, fees, charges, or expenses are actually funded on the Closing Date or
(ii) such amounts do not exceed $1,750,000 in the aggregate (including the one-time transaction fee payable to the Sponsor in accordance with Section 6.10(d)) and are paid within 185 days of the Closing Date, (B) with respect
to any Permitted Acquisition after the Closing Date, costs, fees, charges, or expenses consisting of out-of-pocket expenses owed by Borrowers or any of their Subsidiaries to any Person for services performed by such Person in connection with such
Permitted Acquisition incurred within 180 days of the consummation of such Permitted Acquisition, (i) up to an aggregate amount (for all such items in this clause (B)) for such Permitted Acquisition not to exceed the greater of
(1) $1,500,000 and (2) 5.0% of the Purchase Price of such Permitted Acquisition and (ii) in any amount to the extent such costs, fees, charges, or expenses in this clause (B) are paid with proceeds of new equity investments in
exchange for Qualified Equity Interests of Administrative Borrower contemporaneously made by Permitted Holders, 
 (vi) (A) with
respect to the Merger: (1) purchase accounting adjustments, including, without limitation, a dollar for dollar adjustment for that portion of revenue that would have been recorded in the relevant period had the balance of deferred revenue
(unearned income) recorded on the closing balance sheet and before application of purchase accounting not been adjusted downward to fair value to be recorded on the opening balance sheet in accordance with GAAP purchase accounting rules; and
(2) non-cash adjustments in accordance with GAAP purchase accounting rules under FASB Statement No. 141 and EITF Issue No. 01-3, in the event that such an adjustment is required by Borrowers’ independent auditors, in each case,
as determined in accordance with GAAP; and (B) with respect to any Permitted Acquisitions after 

  
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the Closing Date: (1) purchase accounting adjustments, including, without limitation, a dollar for dollar adjustment for that portion of revenue that would have been recorded in the relevant
period had the balance of deferred revenue (unearned income) recorded on the closing balance sheet and before application of purchase accounting not been adjusted downward to fair value to be recorded on the opening balance sheet in accordance with
GAAP purchase accounting rules; and (2) non-cash adjustments in accordance with GAAP purchase accounting rules under FASB Statement No. 141 and EITF Issue No. 01-3, in the event that such an adjustment is required by Borrowers’
independent auditors, in each case, as determined in accordance with GAAP, 
 (vii) fees, costs, charges and expenses, in respect of
Earn-Outs incurred in connection with any Permitted Acquisition to the extent permitted to be incurred under the Agreement that are required by the application of FAS 141R to be and are expensed by Borrowers and their Subsidiaries, 

(viii) non-cash compensation expense (including deferred non-cash compensation expense), or other non-cash expenses or charges, arising from
the sale or issuance of Equity Interests, the granting of stock options, and the granting of stock appreciation rights and similar arrangements (including any repricing, amendment, modification, substitution, or change of any such Equity Interests,
stock option, stock appreciation rights, or similar arrangements) minus the amount of any such expenses or charges when paid in cash to the extent not deducted in the computation of net earnings (or loss), 

(ix) one time non-cash restructuring charges, 

(x) non-cash exchange, translation, or performance losses relating to any hedging transactions or foreign currency fluctuations, 

(xi) non-cash losses on sales of fixed assets or write-downs of fixed or intangible assets, 

(xii) the difference between the balance of deferred revenue associated with implementation of the Borrowers on a consolidated basis at the
end of such period and the balance of deferred revenue associated with implementation of the Borrowers on a consolidated basis at the beginning of such period (which difference may be negative), 

(xiii) the difference between the balance of deferred revenue in connection with the Maryland State Advantage perpetual license at the end of
such period and the balance of deferred revenue in connection with the Maryland State Advantage perpetual license at the beginning of such period (which difference may be negative), and 

(xiv) up to $500,000 for fees, costs, charges and expenses, in respect of underpayment of Microsoft license fees to be expensed in cash by
Borrower and their Subsidiaries within 6 months of the Closing Date. 
 in each case, determined on a consolidated basis in accordance with GAAP. 

For the purposes of calculating EBITDA for any period of 4 consecutive fiscal quarters (each, a “Reference Period”),
(a) if at any time during such Reference Period (and after the Closing Date), any Borrower or any of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro forma
effect thereto (including pro forma adjustments arising out of events which are directly attributable to 

  
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such Permitted Acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be mutually and reasonably agreed upon by Borrowers and Agent) or in such
other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on the first day of such Reference Period; and (b) EBITDA for the fiscal quarter ended June 30, 2013, shall be deemed to be $-258,317 and
(c) EBITDA for the fiscal quarter ended September 30, 2013, shall be deemed to be $-1,374,215. 
 “Employee Benefit
Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, (a) that is or within the preceding six (6) years has been sponsored, maintained or contributed to by any
Loan Party or ERISA Affiliate or (b) to which any Loan Party or ERISA Affiliate has, or has had at any time within the preceding six (6) years, any liability, contingent or otherwise. 

“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation,
investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials (a) from
any assets, properties, or businesses of any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous
Materials generated by any Borrower, any Subsidiary of any Borrower, or any of their predecessors in interest. 
 “Environmental
Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in
effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Borrower or its Subsidiaries,
relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time. 

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all
reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required,
by any Governmental Authority or any third party, and which relate to any Environmental Action. 
 “Environmental Lien”
means any Lien in favor of any Governmental Authority for Environmental Liabilities. 
 “Equipment” means equipment (as
that term is defined in the Code). 
 “Equity Interest” means, with respect to a Person, all of the shares, options,
warrants, interests, participations, or other equivalents (regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit interests or units), preferred stock, or any other
“equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act). 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statutes, and all
regulations and guidance promulgated thereunder. Any reference to a specific section of ERISA shall be deemed to be a reference to such section of ERISA and any successor statutes, and all regulations and guidance promulgated thereunder. 

  
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 “ERISA Affiliate” means each entity, trade or business (whether or not
incorporated) that together with a Loan Party or a Subsidiary would be (or has been) treated as a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the IRC.
ERISA Affiliate shall include any Subsidiary of any Loan Party. 
 “Event of Default” has the meaning specified therefor in
Section 8 of the Agreement. 
 “Excess Cash Flow” means, with respect to any fiscal period and with respect to
Borrowers determined on a consolidated basis in accordance with GAAP the result of: 
 (a) TTM EBITDA, 

        plus 

(b) the sum of 

(i) foreign, United States, state, or local tax refunds, 

(ii) interest income, 

(iii) post-closing Purchase Price adjustments received in cash during such period in connection with a Permitted Acquisition,
and 
 (iv) the amount of any decrease in Net Working Capital for such period, 

minus 
 (c) the sum of

 (i) the cash portion of Interest Expense and loan servicing fees paid during such fiscal period, 

(ii) the cash portion of taxes (on account of income, profits, or capital) paid during such period, 

(iii) all scheduled principal payments permitted under the Agreement during such period, 

(iv) the cash portion of Capital Expenditures (net of (y) any proceeds reinvested in accordance with the proviso to
Section 2.4(e)(ii) of the Agreement, and (z) any proceeds of related financings with respect to such expenditures) made during such period, 

(v) management fees paid in cash during such period (other than any management fees paid with the proceeds of an equity
investment in any Borrower and its Subsidiaries by Sponsor or other then existing shareholders of such Borrower), 
 (vi)
cash payments made in respect of Permitted Acquisitions (in each case, to the extent such payments are not made with the proceeds of Indebtedness (other than Revolving Loans or equity contributions made by Sponsor)), 

  
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 (vii) the amount of cash items included in the calculation of EBITDA pursuant to
clauses (c)(v)(A)(ii) and (c)(vii) of the definition of EBITDA for such period (to the extent that the applicable payments are not made with the proceeds of Indebtedness (other than proceeds of Revolving Loans) or equity contributions made by
Sponsor), 
 (viii) the distributed earnings of a Borrower or any one of its Subsidiaries to the extent that the declaration
or payment of dividends or similar distributions by such Borrower or such Subsidiary is permitted under the Agreement, 

(ix) the amount of any increase in Net Working Capital for such period, 

(x) any non-cash purchase accounting adjustments with respect to the Merger Agreement or a Permitted Acquisition added to
Borrowers’ net income (or loss) pursuant to clauses (c)(vi)(A)(2) and (c)(vi)(B)(2) of the definition of EBITDA, 
 (xi)
the difference between the balance of deferred revenue associated with implementation of the Borrowers on a consolidated basis at the end of such period and the balance of deferred revenue associated with implementation of the Borrowers on a
consolidated basis at the beginning of such period (which difference may be negative), and 
 (xii) the difference between
the balance of deferred revenue in connection with the Maryland State Advantage perpetual license at the end of such period and the balance of deferred revenue in connection with the Maryland State Advantage perpetual license at the beginning of
such period (which difference may be negative). 
 “Exchange Act” means the Securities Exchange Act of 1934, as in effect
from time to time. 
 “Excluded Taxes” means (i) any tax imposed on the net income or net profits of any Lender or any
Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political
subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office is located in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or
taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, received or perfected a security interest under,
engaged in any other transaction pursuant to or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of
Section 16.2(d) of the Agreement, (iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender
becomes a party to the Agreement (or 

  
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designates a new lending office), (iv) Taxes attributable to such Lender’s or Participant’s failure to comply with Section 16(d), and (v) any U.S. federal
withholding Taxes imposed under FATCA, except that Taxes shall include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16(a) of the Agreement, if any,
with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such
Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority. 

“Existing Credit Facility” means (i) that certain Loan and Security Agreement, dated as of February 16, 2011 among
Connecture, Connecture RWS, LLC, a Delaware limited liability company, Connecture Holdings, LLC, a Delaware limited liability company, Insurix and Harbert Mezzanine Partners II SBIC, L.P. and (ii) each loan or credit agreement evidencing any
initial or subsequent replacement, substitution, renewal or refinancing of the obligations under the such Harbert Loan and Security Agreement. 

“Extraordinary Receipts” means (a) so long as no Event of Default has occurred and is continuing, proceeds of judgments,
proceeds of settlements, or other consideration of any kind received in connection with any cause of action or claim, and (b) if an Event of Default has occurred and is continuing, any payments received by any Borrower or any of its
Subsidiaries not in the ordinary course of business (and not consisting of proceeds described in Section 2.4(e)(ii) of the Agreement) consisting of (i) proceeds of judgments, proceeds of settlements, or other consideration of any
kind received in connection with any cause of action or claim, (ii) indemnity payments (other than to the extent such indemnity payments are immediately payable to a Person that is not an Affiliate of any Borrower or any of its Subsidiaries),
and (iii) any purchase price adjustment received in connection with any purchase agreement. 
 “Fee Letter” means that
certain fee letter, dated as of even date with the Agreement, among Borrowers and Agent, in form and substance reasonably satisfactory to Agent. 

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period,
the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it. 

“First Lien Agent” has the meaning specified in the Intercreditor Agreement. 

“First Lien Collateral” has the meaning specified in the Intercreditor Agreement. 

“First Lien Credit Agreement” has the meaning specified in the Intercreditor Agreement. 

“First Lien Debt” has the meaning specified in the Intercreditor Agreement. 

“First Lien Documents” has the meaning specified in the Intercreditor Agreement. 

  
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 “First Lien Lenders” has the meaning specified in the Intercreditor Agreement.

 “First Lien Priority Debt” has the meaning specified in the Intercreditor Agreement. 

“Fixed Charges” means, with respect to any fiscal period and with respect to Borrowers determined on a consolidated basis in
accordance with GAAP, the sum, without duplication, of (a) Interest Expense accrued (other than interest paid-in-kind, amortization of financing fees, and other non-cash Interest Expense) during such period, (b) principal payments in
respect of Indebtedness that are required to be paid during such period, (c) all federal, state, and local income taxes accrued during such period, (d) all Restricted Payments paid (whether in cash or other property, other than Equity
Interest) during such period and (e) any Earn-Outs that are paid in cash during such period. 
 “Fixed Charge Coverage
Ratio” means, with respect to any fiscal period and with respect to Borrowers determined on a consolidated basis in accordance with GAAP, the ratio of (a) EBITDA for such period minus Capital Expenditures (excluding Capital
Expenditures financed with (y) any proceeds reinvested in accordance with the proviso to Section 2.4(e)(ii) of the Agreement, and (z) any proceeds of related financings with respect to such expenditures) made during such
period, to (b) Fixed Charges for such period. 
 “Flow of Funds Agreement” means a flow of funds agreement, dated as
of even date herewith, in form and substance reasonably satisfactory to Agent, executed and delivered by each Loan Party and Agent. 

“Foreign Lender” means any Lender or Participant that is not a United States person within the meaning of IRC section
7701(a)(30). 
 “Funded Indebtedness” means, as of any date of determination, all Indebtedness for borrowed money or
letters of credit of Borrowers, determined on a consolidated basis in accordance with GAAP, that by its terms matures more than one year after the date of determination, and any such Indebtedness maturing within one year from such date that is
renewable or extendable at the option of any Borrower or its Subsidiaries, as applicable, to a date more than one year from such date, including, in any event, but without duplication, with respect to Borrowers and their Subsidiaries, the Revolver
Usage and the Term Loan (each as defined in the First Lien Credit Agreement on the date hereof), the Term Loan, and the amount of their Capitalized Lease Obligations. 

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently
applied. 
 “Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws,
or other organizational documents of such Person. 
 “Governmental Authority” means the government of any nation or any
political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank). 

  
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 “Guarantor” means (a) each Subsidiary of each Borrower and (b) each
other Person that becomes a guarantor after the Closing Date pursuant to Section 5.11 of the Agreement. 
 “Guaranty and
Security Agreement” means a guaranty and security agreement, dated as of even date with the Agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by each of the Borrowers and each of the Guarantors to
Agent. 
 “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant
to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by
reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic
gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and
(d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million. 

“Hedge Agreement” means a “swap agreement” as that term is defined in Section 101(53B)(A) of the Bankruptcy
Code. 
 “Hedge Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become
due, now existing or hereafter arising, of each Borrower and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements entered into with one or more of the Hedge Providers. 

“Hedge Provider” means Wells Fargo or any of its Affiliates. 

“Indebtedness” as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations of such Person as
a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations of such Person to pay the
deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary
course of business in respect of non-exclusive licenses), (f) all monetary obligations of such Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement
were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, and (h) any obligation of such Person guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made,
discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (g) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a
guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument
embodying such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall be valued at the lesser of (A) if applicable, the limited
amount of such obligations, and (B) if applicable, the fair market value of such assets securing such obligation. 

  
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 “Indemnified Liabilities” has the meaning specified therefor in
Section 10.3 of the Agreement. 
 “Indemnified Person” has the meaning specified therefor in
Section 10.3 of the Agreement. 
 “Indemnified Taxes” means, (a) any Taxes other than Excluded Taxes and
(b) to the extent not otherwise described in (a), Other Taxes. 
 “Insolvency Proceeding” means any proceeding
commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions
generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief. 
 “Intercreditor
Agreement” means that certain Intercreditor and Subordination Agreement, dated of even date herewith by and between First Lien Agent and Agent as amended, modified, supplemented or restated from time to time in accordance with the terms
thereof. 
 “Interest Expense” means, for any period, the aggregate of the interest expense of Borrowers for such period,
determined on a consolidated basis in accordance with GAAP. 
 “Interest Period” means (i) initially, a period
commencing on the Closing Date and ending three months thereafter and (ii) thereafter, a period commencing on the day immediately after the last day of the prior Interest Period, and, in each case, ending 1, 2, 3, or 6 months thereafter or, if
agreed to by all Lenders, 9 or 12 months thereafter; provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which
any Interest Period expires, (b) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest
Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3, 6, 9, or 12 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an
Interest Period which will end after the Maturity Date. 
 “Investment” means, with respect to any Person, any investment
by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary
course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division
or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost
of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment. 

  
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 “IRC” means the Internal Revenue Code of 1986, as amended, and any successor
statutes, and all regulations and guidance promulgated thereunder. Any reference to a specific section of the IRC shall be deemed to be a reference to such section of the IRC and any successor statutes, and all regulations and guidance promulgated
thereunder. 
 “Lender” has the meaning set forth in the preamble to the Agreement, and shall include any other Person made
a party to the Agreement pursuant to the provisions of Section 13.1 of the Agreement and “Lenders” means each of the Lenders or any one or more of them. 

“Lender Account” means the Deposit Account of each Lender identified on Schedule A-1 to the Agreement (or such other
Deposit Account of such Lender that has been designated as such, in writing, by Lender to Agent and notified by Agent to Administrative Borrower). 

“Lender Group” means each of the Lenders and Agent, or any one or more of them. 

“Lender Group Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by
any Borrower or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) reasonable, documented out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender
Group’s transactions with each Borrower and its Subsidiaries under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches, filing fees, recording fees, publication,
real estate surveys, real estate title policies and endorsements, and environmental audits, (c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Borrower or
its Subsidiaries, (d) Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise),
together with any out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any Loan Party, (f) reasonable documented
out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling,
preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) financial examination, appraisal, and valuation fees and expenses of
Agent related to any financial examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) provided in Section 2.10 of the Agreement, (h) Agent’s reasonable costs and
expenses (including reasonable documented attorneys fees and expenses) relative to third party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with
the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship with any Borrower or any of its Subsidiaries, (i) Agent’s reasonable documented costs and expenses
(including reasonable documented attorneys fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative
to the rating of the Term Loan, CUSIP, DXSyndicateTM , SyndTrak or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying
the Loan Documents, and (j) Agent’s and each Lender’s reasonable documented costs and expenses (including reasonable documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating,
enforcing 

  
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(including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding
concerning any Borrower or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement
action or any Remedial Action with respect to the Collateral. 
 “Lender Group Representatives” has the meaning specified
therefor in Section 17.9 of the Agreement. 
 “Lender-Related Person” means, with respect to any Lender, such
Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents. 
 “LIBOR
Notice” means a written notice in the form of Exhibit L-1 to the Agreement. 
 “LIBOR Rate” means the
greater of (a) 1.50 percent per annum, and (b) the rate per annum rate appearing on Macro*World’s (https://capitalmarkets.mworld.com; the “Service”) Page BBA LIBOR—USD (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the Term Loan (and, if
any such rate is below zero, the LIBOR Rate shall be deemed to be zero), which determination shall be made by Agent and shall be conclusive in the absence of manifest error. 

“LIBOR Rate Margin” means eleven percentage points (11.0%) per annum. 

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance,
easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention
agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing. 

“Loan Documents” means the Agreement, the Control Agreements, the Copyright Security Agreement, the Fee Letter, the Guaranty
and Security Agreement, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Mortgages, the Patent Security Agreement, the Trademark Security Agreement, any note or notes executed by Borrowers in connection with the Agreement
and payable to any member of the Lender Group, and any other instrument or agreement entered into, now or in the future, by any Borrower or any of its Subsidiaries and any member of the Lender Group in connection with the Agreement. 

“Loan Party” means any Borrower or any Guarantor. 

“Margin Stock” as defined in Regulation U of the Board of Governors as in effect from time to time. 

“Material Adverse Effect” means (a) a material adverse effect in the business, operations, results of operations,
assets, liabilities or financial condition of Borrowers and their Subsidiaries, taken as a whole, (b) a material impairment of Borrowers” and their Subsidiaries ability to perform their obligations under the Loan Documents to which they
are parties or of the 

  
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Lender Group’s ability to enforce the Obligations or realize upon all or a material portion of the Collateral (other than as a result of an action taken or not taken that is solely in the
control of Agent), or (c) a material impairment of the enforceability or priority of Agent’s Liens with respect to all or a material portion of the Collateral. 

“Material Contract” means, with respect to any Person, (a) each contract or agreement to which such Person or any of its
Subsidiaries is a party involving aggregate consideration payable to or by such Person or such Subsidiary of $1,500,000 or more (other than purchase orders in the ordinary course of the business of such Person or such Subsidiary and other than
contracts that by their terms may be terminated by such Person or Subsidiary in the ordinary course of its business upon less than 60 days notice without penalty or premium) and (b) all other contracts or agreements, the loss of which could
reasonably be expected to result in a Material Adverse Effect. 
 “Maturity Date” means July 15, 2018. 

“Merger” means the Acquisition contemplated in the Acquisition Documents. 

“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents. 

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed
and delivered by a Borrower or one of its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral. 

“Multiemployer Plan” means any multiemployer plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA with
respect to which any Loan Party or ERISA Affiliate has an obligation to contribute or has any liability, contingent or otherwise or could be assessed withdrawal liability assuming a complete withdrawal from any such multiemployer plan. 

“Net Cash Proceeds” means: 

(a) with respect to any sale or disposition by any Borrower or any of its Subsidiaries of assets, the amount of cash proceeds received
(directly or indirectly) from time to time (whether as initial consideration or through the payment of deferred consideration) by or on behalf of such Borrower or such Subsidiary, in connection therewith after deducting therefrom only (i) the
amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to Agent or any Lender under the Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset)
which is required to be, and is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses related thereto and required to be paid by such Borrower or such Subsidiary in connection with such sale or
disposition, (iii) taxes paid or payable to any taxing authorities by such Borrower or such Subsidiary in connection with such sale or disposition, in each case to the extent, but only to the extent, that the amounts so deducted are, at the
time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Borrower or any of its Subsidiaries, and are properly attributable to such transaction; and (iv) all amounts that are set aside as a reserve
(A) for adjustments in respect of the purchase price of such assets, (B) for any liabilities associated with such sale or casualty, to the extent such reserve is required by GAAP, and (C) for the payment of unassumed liabilities
relating to the assets sold or otherwise disposed of at the time of, or within 30 days after, the date of such sale or other disposition, to the extent 

  
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that in each case the funds described above in this clause (iv) are (x) deposited into escrow with a third party escrow agent or set aside in a separate Deposit Account that is subject
to a Control Agreement in favor of Agent and (y) paid to Agent as a prepayment of the applicable Obligations in accordance with Section 2.4(e) of the Agreement at such time when such amounts are no longer required to be set aside as
such a reserve; and 
 (b) with respect to the issuance or incurrence of any Indebtedness by any Borrower or any of its Subsidiaries, or the
issuance by any Borrower or any of its Subsidiaries of any Equity Interests, the aggregate amount of cash received (directly or indirectly) from time to time (whether as initial consideration or through the payment or disposition of deferred
consideration) by or on behalf of such Borrower or such Subsidiary in connection with such issuance or incurrence, after deducting therefrom only (i) reasonable fees, commissions, and expenses related thereto and required to be paid by such
Borrower or such Subsidiary in connection with such issuance or incurrence, (ii) taxes paid or payable to any taxing authorities by such Borrower or such Subsidiary in connection with such issuance or incurrence, in each case to the extent, but
only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person that is not an Affiliate of any Borrower or any of its Subsidiaries, and are properly attributable to such transaction.

 “Net Working Capital” means, as of any date of determination, Current Assets as of such date minus Current Liabilities
as of such date. 
 “Non-Consenting Lender” has the meaning specified therefor in Section 14.2(a) of the
Agreement. 
 “Non-Defaulting Lender” means each Lender other than a Defaulting Lender. 

“Notification Event” means (a) the occurrence of a “reportable event” described in Section 4043 of ERISA
for which the 30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan Party or ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial
employer” as defined in Section 4001(a)(2) of ERISA, (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under
Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities, (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC or any Pension Plan or
Multiemployer Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (f) the
imposition of a Lien pursuant to the IRC or ERISA in connection with any Employee Benefit Plan or the existence of any facts or circumstances that could reasonably be expected to result in the imposition of a Lien, (g) the partial or complete
withdrawal of any Loan Party or ERISA Affiliate from a Multiemployer Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any event or condition that results in the reorganization or
insolvency of a Multiemployer Plan under Sections of ERISA, (i) any event or condition that results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by the PBGC of proceedings to terminate or to
appoint a trustee to administer a Multiemployer Plan under ERISA, (j) any Pension Plan being in “at risk status” within the meaning of IRC Section 430(i), (k) any Multiemployer Plan being in “endangered status” or
“critical status” within the meaning of IRC Section 432(b) or the determination that any Multiemployer Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA, (l) with respect to any
Pension Plan, any Loan Party or ERISA Affiliate 

  
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incurring a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) an “accumulated funding deficiency” within the meaning of the IRC or ERISA
(including Section 412 of the IRC or Section 302 of ERISA) or the failure of any Pension Plan or Multiemployer Plan to meet the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or
Section 302 of ERISA), in each case, whether or not waived, (n) the filing of an application for a waiver of the minimum funding standards within the meaning of the IRC or ERISA (including Section 412 of the IRC or Section 302 of
ERISA) with respect to any Pension Plan or Multiemployer Plan, (o) the failure to make by its due date a required payment or contribution with respect to any Pension Plan or Multiemployer Plan, (p) any event that results in or could
reasonably be expected to result in a liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC relating to Employee Benefit Plans or any event that results in or could reasonably be expected to result in a
liability to any Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or Section 401(a)(29) of the IRC, or (q) any of the foregoing is reasonably likely to occur in the following 30 days. 

“Obligations” means all loans (including the Term Loan), debts, principal, interest (including any interest that accrues
after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities, obligations (including indemnification obligations), fees
(including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in
any such Insolvency Proceeding), guaranties, and all covenants and duties of any other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by the Agreement or any of the other Loan
Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other
amounts that Borrowers are required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents. Without limiting the generality of the foregoing, the Obligations of Borrowers under the Loan Documents
include the obligation to pay (i) the principal of the Term Loan, (ii) interest accrued on the Term Loan, (iii) Lender Group Expenses, (iv) fees payable under the Agreement or any of the other Loan Documents, and
(v) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference in the Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications,
renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding. 
 “OFAC” means The Office of
Foreign Assets Control of the U.S. Department of the Treasury. 
 “OID” has the meaning specified therefore in
Section 2.5(a) of the Agreement. 
 “Originating Lender” has the meaning specified therefor in
Section 13.1(e) of the Agreement. 
 “Other Taxes” has the meaning specified therefor in
Section 16(b) of the Agreement. 
 “Participant” has the meaning specified therefor in
Section 13.1(e) of the Agreement. 

  
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 “Participant Register” has the meaning set forth in Section 13.1(i)
of the Agreement. 
 “Patent Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.

 “Patriot Act” has the meaning specified therefor in Section 4.13 of the Agreement. 

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency. 

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title
IV or Section 302 of ERISA or Sections 412 or 430 of the Code sponsored, maintained, or contributed to by any Loan Party or ERISA Affiliate or to which any Loan Party or ERISA Affiliate has any liability, contingent or otherwise. 

“Perfection Certificate” means a certificate in the form of Exhibit P-1 to the Agreement. 

“Permitted Acquisition” means any Acquisition so long as: 

(a) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition and
the proposed Acquisition is consensual, 
 (b) no Indebtedness will be incurred, assumed, or would exist with respect to any Borrower or its
Subsidiaries as a result of such Acquisition, other than Indebtedness permitted under clauses (f) or (g) of the definition of Permitted Indebtedness and no Liens will be incurred, assumed, or would exist with respect to the assets of any
Borrower or its Subsidiaries as a result or such Acquisition other than Permitted Liens, 
 (c) Borrowers have provided Agent with written
confirmation, supported by reasonably detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually supportable, and
are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Borrowers and
Agent) created by adding the historical combined financial statements of Borrowers (including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition during the relevant period) to the
historical consolidated financial statements of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition, Borrowers and their Subsidiaries (i) would have been
in compliance with the financial covenants in Section 7 of the Agreement for the 4 fiscal quarter period ended immediately prior to the proposed date of consummation of such proposed Acquisition, and (ii) are projected to be in
compliance with the financial covenants in Section 7 of the Agreement for the 4 fiscal quarter period ended one year after the proposed date of consummation of such proposed Acquisition, 

  
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 (d) Borrowers have provided Agent with its due diligence package relative to the proposed
Acquisition, including forecasted balance sheets, profit and loss statements, and cash flow statements of the Person or assets to be acquired, all prepared on a basis consistent with such Person’s (or assets’) historical financial
statements, together with appropriate supporting details and a statement of underlying assumptions for the 1 year period following the date of the proposed Acquisition, on a quarter by quarter basis), in form and substance (including as to scope and
underlying assumptions) reasonably satisfactory to Agent, 
 (e) Borrowers shall have Availability plus Qualified Cash in an amount equal to
or greater than $5,000,000 immediately after giving effect to the consummation of the proposed Acquisition, 
 (f) the assets being acquired
or the Person whose Equity Interests are being acquired did not have negative EBITDA during the 12 consecutive month period most recently concluded prior to the date of the proposed Acquisition, 

(g) Borrowers have provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing
date of the proposed Acquisition and, not later than 5 Business Days prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which
agreement and documents must be reasonably acceptable to Agent, 
 (h) the assets being acquired (other than a de minimis amount of
assets in relation to Borrowers’ and their Subsidiaries’ total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Borrowers and their Subsidiaries or a business
reasonably related thereto, 
 (i) the assets being acquired (other than a de minimis amount of assets in relation to the assets
being acquired) are located within the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States, 

(j) the subject assets or Equity Interests, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is a Loan
Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or 5.12 of the Agreement, as applicable, of the Agreement and, in the case of an acquisition of Equity Interests, the applicable
Loan Party shall have demonstrated to Agent that the new Loan Parties have received consideration sufficient to make the joinder documents binding and enforceable against such new Loan Parties, and 

(k) the purchase consideration payable in respect of all Permitted Acquisitions (including the proposed Acquisition and including deferred
payment obligations (including, without limitations, earnouts and seller debt)) shall not exceed $15,000,000 in the aggregate; provided, that the purchase consideration payable in respect of any single Acquisition or series of related
Acquisitions shall not exceed $10,000,000 in the aggregate. 
 “Permitted Discretion” means a determination made in the
exercise of reasonable (from the perspective of a secured commercial lender) business judgment. 
 “Permitted Dispositions”
means: 
 (a) sales, abandonment, or other dispositions of property (other than any intellectual property) that is substantially worn,
damaged, or obsolete or no longer used or useful in the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of Borrowers and their Subsidiaries, 

  
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 (b) sales of inventory to buyers in the ordinary course of business, 

(c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan
Documents, 
 (d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the
ordinary course of business, 
 (e) the granting of Permitted Liens, 

(f) the sale or discount, in each case without recourse, of accounts receivable arising in the ordinary course of business, but only in
connection with the compromise or collection thereof, 
 (g) any involuntary loss, damage or destruction of property, 

(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition
of use of property, 
 (i) the leasing or subleasing of assets of any Borrower or its Subsidiaries in the ordinary course of business, 

(j) the sale or issuance of Equity Interests (other than Disqualified Equity Interests) of Administrative Borrower, 

(k) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property of any Borrower or any of its
Subsidiaries to the extent not economically desirable in the conduct of its business or (ii) the abandonment of patents, trademarks, copyrights, or other intellectual property rights in the ordinary course of business so long as (in each case
under clauses (i) and (ii)), (A) with respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to the interests of the Lender Group, 

(l) the making of Restricted Payments that are expressly permitted to be made pursuant to the Agreement, 

(m) the making of Permitted Investments, 

(n) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from any
Borrower or any of its Subsidiaries to a Loan Party, and (ii) from any Subsidiary of any Borrower that is not a Loan Party to any other Subsidiary of any Borrower, 

(o) dispositions of assets acquired by Borrowers and their Subsidiaries pursuant to a Permitted Acquisition consummated within 12 months of
the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least equal to the fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically
desirable in connection with the business of Borrowers and their Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets acquired pursuant to the subject Permitted Acquisition, 

  
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 (p) trade-in of assets in the ordinary course of business for credit towards the purchase price
of replacement assets purchased concurrently therewith so long as the gross amount of the purchase price of such replacement assets is greater than the gross trade –in value of the assets being traded in at such time, and 

(q) sales or dispositions of assets (other than Equity Interests of Subsidiaries of any Borrower) not otherwise permitted in clauses
(a) through (p) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in fiscal year (including the proposed disposition) would not exceed $300,000. 

“Permitted Holder” means (i) Sponsor and (ii) Crysalis Ventures. 

“Permitted Indebtedness” means: 

(a) Indebtedness evidenced by the Agreement or the other Loan Documents, 

(b) Indebtedness set forth on Schedule 4.14 to the Agreement and any Refinancing Indebtedness in respect of such Indebtedness, 

(c) Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness, 

(d) endorsement of instruments or other payment items for deposit, 

(e) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal
bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions;
and (iii) unsecured guarantees with respect to Indebtedness of any Borrower or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness, 

(f) unsecured Indebtedness of any Borrower that is incurred on the date of the consummation of a Permitted Acquisition solely for the purpose
of consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or would result therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such
unsecured Indebtedness does not mature prior to the date that is six months after the Maturity Date, (iv) such unsecured Indebtedness does not amortize until six months after the Maturity Date, (v) such unsecured Indebtedness does not
provide for the payment of interest thereon in cash or Cash Equivalents prior to the date that is six months after the Maturity Date, and (vi) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions
reasonably satisfactory to Agent, 
 (g) Acquired Indebtedness in an amount not to exceed $600,000 outstanding at any one time, 

(h) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds, 

  
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 (i) Indebtedness owed to any Person providing property, casualty, liability, or other insurance
to any Borrower or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is
incurred and such Indebtedness is outstanding only during such year, 
 (j) the incurrence by any Borrower or its Subsidiaries of
Indebtedness under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Borrowers’ and its Subsidiaries’ operations and not for speculative
purposes, 
 (k) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit
cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or Cash Management Services, , 

(l) unsecured Indebtedness of any Borrower owing to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of
the foregoing) incurred in connection with the repurchase by such Borrower of the Equity Interests of Administrative Borrower that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or
would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $300,000, and (iii) such Indebtedness is subordinated to the Obligations on terms and
conditions reasonably acceptable to Agent, 
 (m) unsecured Indebtedness owing to sellers of assets or Equity Interests to a Loan Party that
is incurred by the applicable Loan Party in connection with the consummation of one or more Permitted Acquisitions so long as (i) the aggregate principal amount for all such unsecured Indebtedness does not exceed $600,000 at any one time
outstanding, (ii) is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent, and (iii) is otherwise on terms and conditions (including all economic terms and the absence of covenants) reasonably acceptable
to Agent, 
 (n) contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar
obligation of Borrowers or the applicable Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions, 

(o) Indebtedness composing Permitted Investments, 

(p) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in
the ordinary course of business, 
 (q) unsecured Indebtedness of any Borrower or its Subsidiaries in respect of Earn-Outs owing to sellers
of assets or Equity Interests to such Borrower or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long as such unsecured Indebtedness is on terms and conditions reasonably acceptable to
Agent; provided, that, the definitive documentation relating to such Earn-Out shall not require payment thereof at any time if after giving effect to such payment (i) an Event of Default shall have occurred and be continuing or (ii) if
average Excess Availability plus Qualifying Cash for the immediately preceding thirty (30) day period is less than $5,000,000, 

  
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 (r) [Reserved], 

(s) accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on
Indebtedness that otherwise constitutes Permitted Indebtedness, 
 (t) [Reserved]; 

(u) Subordinated Indebtedness; 

(v) any other unsecured Indebtedness incurred by any Borrower or any of its Subsidiaries in an aggregate outstanding amount not to exceed
$300,000 at any one time; and 
 (w) First Lien Priority Debt. 

“Permitted Intercompany Advances” means loans made by (a) a Loan Party to another Loan Party, (b) a Subsidiary of a
Borrower that is not a Loan Party to another Subsidiary of a Borrower that is not a Loan Party and (c) a Subsidiary of a Borrower that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany
Subordination Agreement. 
 “Permitted Investments” means: 

(a) Investments in cash and Cash Equivalents, 

(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business, 

(c) advances made in connection with purchases of goods or services in the ordinary course of business, 

(d) Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business
or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure or enforcement of any Lien in favor of a Loan Party or its Subsidiaries, 

(e) Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1 to the Agreement,

 (f) guarantees permitted under the definition of Permitted Indebtedness, 

(g) Permitted Intercompany Advances, 

(h) Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to
a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims, 

(i) deposits of cash made in the ordinary course of business to secure performance of operating leases, 

  
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 (j) (i) non-cash loans and advances to employees, officers, and directors of Administrative
Borrower or any of its Subsidiaries for the purpose of purchasing Equity Interests in Administrative Borrower so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Administrative Borrower, and
(ii) loans and advances to employees and officers of any Borrower or any of its Subsidiaries in the ordinary course of business for any other business purpose and in an aggregate amount not to exceed $300,000, 

(k) Permitted Acquisitions, 

(l) Investments in the form of capital contributions and the acquisition of Equity Interests made by any Loan Party in any other Loan Party
(other than capital contributions to or the acquisition of Equity Interests of any Borrower), 
 (m) Investments resulting from entering
into (i) Bank Product Agreements, or (ii) agreements relative to Indebtedness that is permitted under clause (j) of the definition of Permitted Indebtedness, 

(n) equity Investments by any Loan Party in any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital
requirement or as may be otherwise required by applicable law in an aggregate amount not to exceed $250,000, 
 (o) Investments held by a
Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition (so long as such
Investment would otherwise constitute a Permitted Investment), and 
 (p) so long as no Event of Default has occurred and is continuing or
would result therefrom, any other Investments in an aggregate amount not to exceed $300,000 during the term of the Agreement. 

“Permitted Liens” means 

(a) Liens granted to, or for the benefit of, Agent to secure the Obligations, 

(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do
not have priority over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests, 

(c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default
under Section 8.3 of the Agreement, 
 (d) Liens set forth on Schedule P-2 to the Agreement; provided, that to
qualify as a Permitted Lien, any such Lien described on Schedule P-2 to the Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof, 

(e) the interests of lessors under operating leases and non-exclusive licensors under license agreements, 

(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase
Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any
Refinancing Indebtedness in respect thereof, 

  
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 (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics,
materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,

 (h) Liens on amounts deposited to secure any Borrower’s and its Subsidiaries’ obligations in connection with worker’s
compensation or other unemployment insurance, 
 (i) Liens on amounts deposited to secure any Borrower’s and its Subsidiaries’
obligations in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money, 

(j) Liens on amounts deposited to secure any Borrower’s and its Subsidiaries’ reimbursement obligations with respect to surety or
appeal bonds obtained in the ordinary course of business, 
 (k) with respect to any Real Property, easements, rights of way, and zoning
restrictions that do not materially interfere with or impair the use or operation thereof, 
 (l) non-exclusive licenses of patents,
trademarks, copyrights, and other intellectual property rights in the ordinary course of business, 
 (m) Liens that are replacements of
Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness, 

(n) rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent
incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business, 
 (o) Liens granted in the
ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness, 

(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods, 
 (q) Liens solely on any cash earnest money deposits made by a Borrower or any of its Subsidiaries in connection
with any letter of intent or purchase agreement with respect to a Permitted Acquisition, 
 (r) Liens assumed by any Borrower or its
Subsidiaries in connection with a Permitted Acquisition that secure Acquired Indebtedness, 
 (s) [Reserved], 

  
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 (t) other Liens which do not secure Indebtedness for borrowed money or letters of credit and as
to which the aggregate amount of the obligations secured thereby does not exceed $300,000, and 
 (u) Liens securing the First Lien Priority
Debt pursuant to the terms of the Intercreditor Agreement. 
 “Permitted Protest” means the right of any Borrower or any of
its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with
respect to such obligation is established on such Borrower’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by such Borrower or
its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of Agent’s Liens. 

“Permitted Purchase Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but
including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate
principal amount outstanding at any one time not in excess of $2,000,000. 
 “Person” means natural persons, corporations,
limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments
and agencies and political subdivisions thereof. 
 “Platform” has the meaning specified therefor in
Section 17.9(c) of the Agreement. 
 “Projections” means Borrowers’ forecasted (a) balance sheets,
(b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrowers’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

 “Pro Rata Share” means, as of any date of determination with respect to a Lender’s obligation to make the Term Loan
and right to receive payments of interest, fees, and principal with respect thereto and with respect to any other Obligations, (i) prior to the making of the Term Loan, the percentage obtained by dividing (y) such Lender’s Commitment,
by (z) the aggregate amount of all Lender’s Commitments, and (ii) from and after the making of the Term Loan, the percentage obtained by dividing (y) the principal amount of such Lender’s portion of the Term Loan by
(z) the principal amount of the Term Loan. 
 “Public Lender” has the meaning specified therefor in
Section 17.9(c) of the Agreement. 
 “Purchase Price” means, with respect to any Acquisition, an amount equal
to the aggregate consideration, whether cash, property or securities (including the fair market value of any Equity Interests of Administrative Borrower issued in connection with such Acquisition and including the maximum amount of Earn-Outs), paid
or delivered by a Borrower or one of its 

  
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Subsidiaries in connection with such Acquisition (whether paid at the closing thereof or payable thereafter and whether fixed or contingent), but excluding therefrom (a) any cash of the
seller and its Affiliates used to fund any portion of such consideration and (b) any cash or Cash Equivalents acquired in connection with such Acquisition. 

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrowers
and their Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or
securities intermediary located within the United States. 
 “Qualified Equity Interest” means and refers to any Equity
Interests issued by Administrative Borrower (and not by one or more of its Subsidiaries) that is not a Disqualified Equity Interest. 

“Real Property” means any estates or interests in real property now owned or hereafter acquired by any Borrower or one of its
Subsidiaries and the improvements thereto. 
 “Real Property Collateral” means (a) the Real Property identified on
Schedule R-1 to the Agreement and (b) any Real Property hereafter acquired by any Borrower or one of its Subsidiaries with a fair market value in excess of $1,000,000. 

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is
retrievable in perceivable form. 
 “Reference Period” has the meaning set forth in the definition of EBITDA. 

“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as: 

(a) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced,
renewed, or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto, 

(b) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing,
renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders, 

(c) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and
conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and 

(d) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other
than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended. 

  
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 “Register” has the meaning set forth in Section 13.1(h) of the
Agreement. 
 “Registered Loan” has the meaning set forth in Section 13.1(h) of the Agreement. 

“Related Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in
bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a
Lender. 
 “Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor,
assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public
health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or
(e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws. 
 “Report” has the
meaning specified therefor in Section 15.16 of the Agreement. 
 “Required Lenders” means, at any time, Lenders
having or holding more than fifty percent (50%) of the outstanding principal amount of the Term Loans in the aggregate at such time. 

“Restricted Payment” means to (a) declare or pay any dividend or make any other payment or distribution, directly or
indirectly, on account of Equity Interests issued by Administrative Borrower (including any payment in connection with any merger or consolidation involving Administrative Borrower) or to the direct or indirect holders of Equity Interests issued by
Administrative Borrower in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Administrative Borrower), or (b) purchase, redeem, make any sinking fund or similar payment, or otherwise
acquire or retire for value (including in connection with any merger or consolidation involving Administrative Borrower) any Equity Interests issued by Administrative Borrower, (c) make any payment to retire, or to obtain the surrender of, any
outstanding warrants, options, or other rights to acquire Equity Interests of Administrative Borrower now or hereafter outstanding, and (d) make, or cause or suffer to permit any Borrowers’ or any of its Subsidiaries to make, any payment
or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness. 

“Revolving Loans” has the meaning specified therefor in the First Lien Credit Agreement. 

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country,
(c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and
enforced by OFAC. 
 “Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by
OFAC. 

  
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 “S&P” has the meaning specified therefor in the definition of Cash
Equivalents. 
 “Screen Rate” means the British Bankers’ Association Interest Settlement Rate for Dollars and a one
month period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the
Administrative Borrower and the Lenders. 
 “SEC” means the United States Securities and Exchange Commission and any
successor thereto. 
 “Securities Account” means a securities account (as that term is defined in the Code). 

“Seller” means Lemhi Ventures I Fund, LP, Yankee Investment Holdings LLC, Diamond Creek Investment, Ltd., Michael Cho, in his
individual capacity and Michael Chung, his individual capacity. 
 “Settlement” has the meaning specified therefor in
Section 2.3(e)(i) of the Agreement. 
 “Settlement Date” has the meaning specified therefor in
Section 2.3(e)(i) of the Agreement. 
 “Solvent” means, with respect to any Person as of any date of
determination, that (a) at fair valuations, the sum of such Person’s debts (including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage in a business or
transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction or for which the property remaining with such Person is an unreasonably small capital, and (c) such Person has not
incurred and does not intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise), and (d) such Person is “solvent” or not
“insolvent”, as applicable within the meaning given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time
shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent
liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). 
 “Sponsor” means
Great Point Partners or any other equity investment vehicle managed or formed by Great Point Partners to the extent controlled by way of ownership or general partner relationship, but excluding portfolio companies of any such vehicle. 

“Sponsor Affiliated Entity” means Sponsor or any of its Affiliates (other than Loan Parties or their Subsidiaries and other
than operating portfolio companies of Sponsor and its Affiliates.) 
 “Subject Holder” has the meaning specified therefor
in Section 2.4(e)(iv) of the Agreement. 

  
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 “Subordinated Indebtedness” means any unsecured Indebtedness of any Borrower or
its Subsidiaries incurred from time to time that is subordinated in right of payment to the Obligations on terms satisfactory to Agent and (a) that is only guaranteed by the Guarantors, (b) that is not subject to scheduled amortization,
redemption, sinking fund or similar payment and does not have a final maturity, in each case, on or before the date that is six months after the Maturity Date, (c) that does not include any financial covenants or any covenant or agreement that
is more restrictive or onerous on any Loan Party in any material respect than any comparable covenant in the Agreement and, with respect to any such Indebtedness in excess of $300,000 in the aggregate, is otherwise on terms and conditions reasonably
acceptable to Agent, and (d) the other terms and conditions of the subordination are acceptable to Agent. 

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person
directly or indirectly owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation, partnership, limited liability company, or other entity. 

“Taxes” or “taxes” means any present or future taxes, levies, imposts, duties, fees, assessments or other
charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, additions to tax, penalties or similar liabilities with respect thereto. 

“Tax Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement. 

“Term Loan” has the meaning specified therefor in Section 2.2 of the Agreement. 

“Term Loan Amount” means $10,000,000. 

“Term Loan Exposure” means, with respect to any Term Loan Lender, as of any date of determination (a) prior to the
funding of the Term Loan, the amount of such Lender’s Commitment, and (b) after the funding of the Term Loan, the outstanding principal amount of the Term Loan held by such Lender. 

“THL Corporate Finance” means THL Corporate Finance, Inc., a Delaware corporation. 

“THL Credit” means THL Credit, Inc., a Delaware corporation, or its designee. 

“Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Borrowers’ Funded Indebtedness as
of such date to (b) Borrowers’ T4Q EBITDA for the 4 fiscal quarter period ended as of such date. 
 “Trademark Security
Agreement” has the meaning specified therefor in the Guaranty and Security Agreement. 
 “T4Q EBITDA” means, as of
any date of determination, EBITDA of Borrowers determined on a consolidated basis in accordance with GAAP, for the 4 fiscal quarter period most recently ended. 

  
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 “TTM EBITDA” means, as of any date of determination, EBITDA of Borrowers
determined on a consolidated basis in accordance with GAAP, for the 12 month period most recently ended. 
 “Ultimate Parent
Company” means any direct or indirect parent of Borrowers which owns, directly or indirectly, 100% of the Equity Interests of Borrowers. 

“United States” means the United States of America. 

“Unused Line Fee” has the meaning specified therefor in Section 2.10(b) of the Agreement. 

“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement. 

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association. 

“Withdrawal Liability” means liability with respect to a Multiemployer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 

  
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 EXHIBIT A-1 

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of
                                 between
                                 (“Assignor”) and
                                 (“Assignee”). Reference is made
to the Agreement described in Annex I hereto (the “Term Loan Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Term Loan Agreement. 

1. In accordance with the terms and conditions of Section 13 of the Term Loan Agreement, the Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor
all to the extent specified on Annex I. 
 2. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment
Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the
Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Borrowers or any Guarantor or the performance or observance by the Borrowers or any Guarantor of any of their respective obligations under the Loan Documents or any other
instrument or document furnished pursuant thereto, and (d) represents and warrants that the amount set forth as the Purchase Price on Annex I represents the amount owed by Borrowers to Assignor with respect to Assignor’s share of
the Term Loan assigned hereunder, as reflected on Assignor’s books and records. 
 3. The Assignee (a) confirms that it has
received copies of the Term Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are
delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender; and (f) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes
with respect to all payments to be made to the Assignee under the Term Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty. 

4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to
the Agent for recording by the Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the date of 







 
the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $5,000 (if required by the
Term Loan Agreement), (c) the receipt of any required consent of the Agent, and (d) the date specified in Annex I. 
 5. As
of the Settlement Date (a) the Assignee shall be a party to the Term Loan Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other
Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Term Loan Agreement and the other Loan Documents,
provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 15 and
Section 17.9(a) of the Term Loan Agreement. 
 6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price
(as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to
Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion
of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or
other charge relates to the period of time from and after the Settlement Date. 
 7. This Assignment Agreement may be executed in
counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and
delivered by telecopier or other facsimile transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart. 

8. THIS ASSIGNMENT AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE
SET FORTH IN SECTION 12 OF THE TERM LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 







 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto
to be executed by their respective officers, as of the first date written above. 
  

			
	 [NAME OF ASSIGNOR]
  

as Assignor

		
	By	 	 
		 	 Name:
 Title:



  

			
	 [NAME OF ASSIGNEE]
  

as Assignee

		
	By	 	 
		 	 Name:
 Title:



 ACCEPTED THIS              DAY OF 

THL CORPORATE FINANCE, INC.,  
 a Delaware corporation, as
Agent 
  

			
		
	By	 	 
		 	 Name:
 Title:









 [ACKNOWLEDGED AND AGREED TO: 

CONNECTURE, INC., as Borrower 
  

			
		
	By	 	 
		 	 Name:
 Title:


 DESTINATIONRX, INC., as Borrower 
  

			
		
	By	 	 
		 	 Name:
 Title:]1


  
  

	1 	If required pursuant to the terms of Section 13 of the Term Loan Agreement. 








 ANNEX FOR ASSIGNMENT AND ACCEPTANCE 

ANNEX I 
  

									
			
	 1.      Borrower:
                                        

	  		  	
			
	 2.      Name and Date of Term Loan Agreement:
	  		  	

 Second Lien Term Loan Agreement entered into as of March 18, 2013, by and among the lenders signatory
thereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), THL CORPORATE FINANCE, INC., a Delaware corporation, as
administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), Connecture, Inc., a Delaware corporation (“Connecture”), and
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”). 
  

									
	 3.      Date of Assignment Agreement:
	  		  	_________
			
	 4.      Amounts:
	  		  	
			
	 a.      Assigned Amount of Term Loan
	  		  	$_________
			
	 5.      Settlement Date:
	  		  	_________
			
	 6.      Purchase Price
	  		  	$_________
			
	 7.      Notice and Payment Instructions, etc.
	  		  	

  

									
		  	Assignee:	  		  	Assignor:	  	
		  		  		  		  	
		 		 	
		  	 	  		  	 	  	
		 		 	
		  	 	  		  	 	  	








 EXHIBIT C-1 

FORM OF COMPLIANCE CERTIFICATE 

[on [Connecture/DRX] letterhead] 
  

	To:	THL Corporate Finance, Inc. 

 100 Federal Street,
31st Floor 
 Boston, MA 02110 

Attn: Terrence Olson 
  

	 	Re:	Compliance Certificate dated                         ,
20     

 Ladies and Gentlemen: 

Reference is made to that certain Second Lien Term Loan Agreement entered into as of March 18, 2013 (the “Term Loan
Agreement”), by and among the lenders signatory thereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined),
THL CORPORATE FINANCE, INC., a Delaware corporation, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), Connecture, Inc., a
Delaware corporation (“Connecture”), and 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Term Loan Agreement. 

Pursuant to Section 5.1 of the Term Loan Agreement, the undersigned officer of each Borrower hereby certifies with respect to the
Borrower to which it is an officer as of the date hereof that: 
 1. The financial information of such Borrower and its Subsidiaries
furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for year-end audit adjustments and the lack of footnotes), and fairly presents in all material respects
the financial condition of such Borrower and its Subsidiaries as of the date set forth therein. 
 2. Each such officer has reviewed the
terms of the Term Loan Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and financial condition of the applicable Borrower and its Subsidiaries during the accounting period
covered by the financial statements delivered pursuant to Section 5.1 of the Term Loan Agreement. 
 3. Such review has not
disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events
listed on Schedule 2 attached hereto, in each case specifying the nature and period of existence thereof and what action Borrowers and/or their Subsidiaries have taken, are taking, or propose to take with respect thereto. 







 4. Except as set forth on Schedule 3 attached hereto, the representations and warranties
of such Borrower and its Subsidiaries set forth in the Term Loan Agreement and the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of
such earlier date. 
 5. As of the date hereof, such Borrower and its Subsidiaries are in compliance with the applicable covenants contained
in Section 7 of the Term Loan Agreement as demonstrated on Schedule 4 hereof. 
 6. Borrowers are heretofore listing all
of the proprietary software that is material to generating revenue of Borrowers and their Subsidiaries on Schedule 5 hereof, and certifying that such list identifies all of their proprietary software that is material to generating revenue of
Borrowers and their Subsidiaries. 
 7. Schedule 6 hereof sets forth any new Patents, Trademarks or Copyrights that are registered or
the subject of pending applications for registrations, and all Intellectual Property Licenses that are material to the conduct of Borrowers’ business which were acquired, registered, or for which applications for registration were filed by any
Grantor during the prior period and any statement of use or amendment to allege use with respect to intent-to-use trademark applications 

[Signature page follows.] 







 IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this
             day of                     ,
20        . 
  

			
	 CONNECTURE, INC.,
 a Delaware
corporation, as Borrower

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 DESTINATIONRX, INC.,
 a
Delaware corporation, as Borrower

		
	By:	 	 
	Name:	 	 
	Title:	 	 


 [Exhibit C-1 Form of Compliance Certificate] 







 SCHEDULE 1 

Financial Information 







 SCHEDULE 2 

Default or Event of Default 







 SCHEDULE 3 

Representations and Warranties 







 SCHEDULE 4 

Financial Covenants 
 1. Fixed
Charge Coverage Ratio. 
 Such Borrower’s and its Subsidiaries’ Fixed Charge Coverage Ratio, measured on a quarter-end
basis, for the __quarter period ending                          ,
20        , is         :1.0, which ratio is greater than or equal to the ratio set forth in Section 7(a) of the Term Loan Agreement for the
corresponding period. 
 2. Total Leverage Ratio. 

Such Borrower’s and its Subsidiaries’ Total Leverage Ratio, measured on a quarter-end basis, as of the last day of the quarter ending
                         , 20        , is
        :1.0, which is less than or equal to the ratio set forth in Section 7(b) of the Term Loan Agreement for the corresponding date. 

3. Senior Leverage Ratio. 

Such Borrower’s and its Subsidiaries’ Senior Leverage Ratio, measured on a quarter-end basis, as of the last day of the quarter
ending                          , 20        , is
        :1.0, which is less than or equal to the ratio set forth in Section 7(c) of the Term Loan Agreement for the corresponding date. 







 SCHEDULE 5 

Material Proprietary Software 







 SCHEDULE 6 

New Registered Intellectual Property 







 THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT (AS DEFINED IN § 1273(A) OF THE CODE AND REGULATION §
1-1273-1 PROMULGATED THEREUNDER). THE LENDER CAN OBTAIN THE INFORMATION DESCRIBED IN REGULATION § 1. 1275-3 PROMULGATED UNDER THE CODE, INCLUDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, AND, YIELD TO MATURITY, BY WRITING
TO: CONNECTURE, INC., 18500 W. CORPORATE DRIVE, SUITE 250, BROOKFIELD, WISCONSIN 53045, FAX: (262) 432-0075, ATTENTION: JAMES PURKO. 

EXHIBIT D-1 
 FORM OF
NOTE 
 NOTE 
  

			
	US $[                    ]	 	March     , 2013

 FOR VALUE RECEIVED, the undersigned, CONNECTURE, INC., a Delaware corporation (“Connecture”),
and 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”), hereby jointly and severally promise to pay [                    ] (hereinafter, together with its
successors and assigns, the “Lender”), in immediately available funds, the principal sum of [                    and
    /100s DOLLARS ($            )] of United States funds, plus interest as hereinafter provided. 

This Note (this “Note”) is one of the notes referred to in that certain Second Lien Term Loan Agreement, dated of even date
herewith (as further amended, restated, supplemented and/or otherwise modified from time to time, the “Term Loan Agreement”), by and among the Borrowers, THL Corporate Finance, Inc., a Delaware corporation, as administrative agent
for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”) and various other financial institutions from time to time party thereto (such other financial institutions are each, a
“Lender” and collectively, the “Lenders”). All capitalized terms used herein shall have the meanings ascribed to such terms in the Term Loan Agreement except to the extent such capitalized terms are otherwise
defined or limited herein. 
 All principal amounts and other Obligations then outstanding hereunder shall be due and payable in full on the
Maturity Date, or such earlier date as the Term Loan shall be due and payable in full, whether by acceleration or otherwise pursuant to the Term Loan Agreement. The Borrowers shall repay the principal outstanding hereunder from time to time as
provided in the Term Loan Agreement. 
 Prepayment of the principal amount of the Term Loan may be made only as provided in the Term Loan
Agreement. Any amount repaid or prepaid under this Note may not be reborrowed. 
 The Borrowers hereby promise to pay interest on the unpaid
principal amount hereof as provided in the Term Loan Agreement. Interest accrued under this Note also shall be due and payable when this Note shall become due (whether at maturity, by reason of acceleration or otherwise). The Obligations shall bear
interest payable at the rate specified in Section 2.6 of the Term Loan Agreement in the manner and at the times provided in the Term Loan Agreement. 







 In no event shall the amount of interest due or payable hereunder exceed the maximum rate of
interest allowed by applicable law, and in the event any such payment is inadvertently made by the Borrowers or inadvertently received by the Lender, then such excess sum shall be credited as a payment of principal, unless the Borrowers shall notify
the Lender in writing that it elects to have such excess sum returned forthwith. It is the express intent hereof that the Borrowers not pay, and the Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that
which may legally be paid by the Borrowers under applicable law. 
 All parties now or hereafter liable with respect to this Note, whether
the Borrowers, any Guarantor, endorser or any other Person, hereby waive presentment for payment, demand, notice of non-payment or dishonor, protest, notice of protest and notice of any other kind whatsoever, except as otherwise expressly required
under the Term Loan Agreement or to the extent not waivable under applicable law. 
 No delay or omission on the part of the Lender or any
holder hereof in exercising its rights under this Note, or delay or omission on the part of the Agent or the Lenders collectively, or any of them, in exercising its or their rights under the Term Loan Agreement or under any other Loan Document, or
course of conduct relating thereto, shall operate as a waiver of such rights or any other right of the Lender or any holder hereof, nor shall any waiver by the Lender, the Agent, the Lenders collectively, or any of them, or any holder hereof, of any
such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future occasion. 
 The Borrowers
hereby promise to pay all reasonable direct, out-of-pocket costs of collection, including, without limitation, reasonable attorneys’ fees, should this Note be collected by or through an attorney-at-law or under advice therefrom. 

Time is of the essence in this Note. 

This Note evidences the Lender’s portion of the Term Loan under, and is entitled to the benefits and subject to the terms of, the Term
Loan Agreement, which contains provisions with respect to the acceleration of the maturity of this Note upon the happening of certain stated events and the provisions for prepayment and repayment. 

This Note shall be held in registered form, and transfers of this Note must be made pursuant to the Register maintained pursuant to
Section 13.1 of the Term Loan Agreement. The Borrowers may deem and treat the Person in whose name this Note is recorded on the Register as the absolute owner of this Note for the purpose of receiving payment of, or on account of, the principal
and interest due on this Note and for all other purposes, notwithstanding notice to the contrary. 
 THIS WRITTEN NOTE, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

This Note shall be construed in accordance with and governed by the laws of the State of New York without regard to conflict of laws
principles thereof that would call for the application of the laws of any other jurisdiction. 
 [Remainder of this page intentionally left
blank.] 







 IN WITNESS WHEREOF, the duly authorized officers of the Borrowers, as Authorized Signatories,
have executed this Note as of the date and year first above written. 
  

			
	 CONNECTURE, INC.
 a Delaware
corporation

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 DESTINATIONRX, INC.
 a
Delaware corporation

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 [NOTE] 








 EXHIBIT P-1 

FORM OF PERFECTION CERTIFICATE 

See attached. 







 PERFECTION CERTIFICATE 

Reference is hereby made to (a) that certain Credit Agreement dated as of December [    ], 2012 (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. (“DRX, and together with
Connecture, each a “Borrower,” and together, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter
as a “Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity 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”), and (b) that certain Guaranty and Security Agreement dated as of December [    ], 2012 (as amended, restated,
supplemented, or otherwise modified from time to time, the “Guaranty and Security Agreement”) by and among the Borrowers, the Subsidiaries of Borrower parties thereto as “Grantors,” and Agent. 

All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement. Any terms
(whether capitalized or lower case) used in this Perfection Certificate that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to the
extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. As used herein, the term
“Loan Parties” shall mean the “Loan Parties” as that term is defined in the Credit Agreement and “Code” shall mean the “Code” as that term is defined in the Guaranty and Security Agreement. 

The undersigned, the Chief Financial Officer of the [Connecture/DRX], hereby certifies (in their capacity as Chief Financial Officer and not
in my individual capacity) to Agent and each of the other members of the Lender Group and the Bank Product Providers as follows as of December, [    ] 2012: 

1. Names. 
 (a) The exact
legal name of each Loan Party, as such name appears in its certified certificate of incorporation, articles of incorporation, certificate of formation, or any other organizational document, is set forth in Schedule 1(a). Each Loan
Party is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a)
is the organizational identification number, if any, of each Loan Party that is a registered organization, the Federal Taxpayer Identification Number of each Loan Party and the jurisdiction of formation of each Loan Party. Each Loan Party has
qualified to do business in the states listed on Schedule 1(a). 
 (b) Set forth in Schedule 1(b) hereto is a
list of any other legal names each Loan Party has had in the past five years, together with the date of the relevant name change. 
 (c) Set
forth in Schedule 1(c) is a list of all other names used by each Loan Party in connection with any business or organization to which such Loan Party became the successor by merger, consolidation, acquisition, change in form, nature or
jurisdiction of organization or otherwise or on any filings with the Internal Revenue Service, in each case, at any time in the past five years. Except as set forth in Schedule 1(c), no Loan Party has changed its jurisdiction of
organization at any time during the past four months. 
 2. Chief Executive Offices. The chief executive office of each Loan Party is
located at the address set forth in Schedule 2 hereto. 







 3. Real Property. 

(a) Attached hereto as Schedule 3(a) is a list of all (i) Real Property (as defined in the Guaranty and Security Agreement)
of each Loan Party, (ii) filing offices for any mortgages encumbering the Real Property or to encumber, the Real Property as of the Closing Date, (iii) common names, addresses and uses of each parcel of Real Property (stating improvements
located thereon) and (iv) other information relating thereto required by such Schedule. Except as described on Schedule 3(a) attached hereto: (A) no Loan Party has entered into any leases, subleases, tenancies, franchise
agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described on Schedule 3(a) and (B) no Loan Party has any leases which
require the consent of the landlord, tenant or other party thereto to the transactions contemplated by the Loan Documents. 
 (b)
Schedule 3(b) sets forth all third parties (“Bailees”) with possession of any Collateral (including inventory and equipment) of the Loan Parties, including the name and address of such Bailee, a description of the inventory and
equipment in such Bailee’s possession and the location of such inventory and equipment (if none please so state). 
 4.
Extraordinary Transactions. Except for those purchases, mergers, acquisitions, consolidations, and other transactions described on Schedule 4 attached hereto, all of the Collateral has been originated by each Loan Party in the
ordinary course of business or consists of goods which have been acquired by such Loan Party in the ordinary course of business from a person in the business of selling goods of that kind. 

5. File Search Reports. Attached hereto as Schedule 5 is a true and accurate summary of certified file search reports
from (a) the Uniform Commercial Code filing offices (i) in each jurisdiction of formation identified in Section 1(a) and in each location identified Section 2 with respect to each legal name set forth in Section 1 and
(ii) in each jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the transactions described in Schedule 1(c) or Schedule 4 with respect to each legal name of the
person or entity from which each Loan Party purchased or otherwise acquired any assets and (b) each filing office in each real estate recording office identified on Schedule 3(a) for any Real Property Collateral.1 A true copy of each financing statement, including judgment and tax liens, bankruptcy and pending lawsuits or other filing identified in such file search reports has been delivered to Agent. 

6. UCC Filings. The financing statements (duly authorized by each Loan Party constituting the debtor therein), including the
indications of the collateral, attached as Schedule 6 relating to the Guaranty and Security Agreement or the Real Property, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule
6 hereof. 
 7. Schedule of Filings. Attached hereto as Schedule 7 is a schedule of (i) the appropriate
filing offices for the financing statements attached hereto as Schedule 6 and (ii) the appropriate filing offices for the filings described in Schedule 11(c) and (iii) any other actions required to create,
preserve, protect and perfect the security interests in the Collateral (as defined in the Guaranty and Security Agreement) granted, assigned or pledged to Agent pursuant to the Guaranty and Security Agreement or any other Loan Document. No other
filings or actions are required to create, preserve, protect and perfect the security interests in the Collateral granted, assigned or pledged to Agent pursuant to the Loan Documents. 

 
  

	1 	Please note that the list of real estate locations that need to be searched shall be determined after Schedule 3(a) is provided. 


  
 - 2 - 








 8. Termination Statements. Attached hereto as Schedule 8 are the duly
authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8 hereto with respect to each Lien described therein. 

9. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) is a true and correct list of each of all
of the authorized, and the issued and outstanding, Equity Interests of each Loan Party and its Subsidiaries and the record and beneficial owners of such Equity Interests. Also set forth on Schedule 9(a) is each equity investment of
each Loan Party that represents 50% or less of the equity of the entity in which such investment was made. Attached hereto as Schedule 9(b) is a true and correct organizational chart of the [Connecture/DRX] and its Subsidiaries. 

10. Instruments and Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes,
instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of Indebtedness held by each Loan Party as of December [    ], 2012
having an aggregate value or face amount in excess of $[            ], including all intercompany notes between or among any two or more Loan Parties or any of their Subsidiaries.

 11. Intellectual Property. 

(a) Schedule 11(a) provides a complete and correct list of all registered Copyrights (as defined in the Guaranty and Security
Agreement) owned by any Loan Party, all applications for registration of Copyrights owned by any Loan Party, and all other Copyrights owned by any Loan Party and material to the conduct of the business of any Loan Party. Schedule 11(a)
provides a complete and correct list of all Patents (as defined in the Guaranty and Security Agreement) owned by any Loan Party and all applications for Patents owned by any Loan Party. Schedule 11(a) provides a complete and correct
list of all registered Trademarks (as defined in the Guaranty and Security Agreement) owned by any Loan Party, all applications for registration of Trademarks owned by any Loan Party, and all other Trademarks owned by any Loan Party and material to
the conduct of the business of any Loan Party. 
 (b) Schedule 11(b) provides a complete and correct list of all Intellectual
Property Licenses (as defined in the Guaranty and Security Agreement) entered into by any Loan Party pursuant to which (i) any Loan Party has provided any license or other rights in Intellectual Property (as defined in the Guaranty and Security
Agreement) owned or controlled by such Loan Party to any other Person (other than non-exclusive software licenses granted in the ordinary course of business) or (ii) any Person has granted to any Loan Party any license or other rights in
Intellectual Property owned or controlled by such Person that is material to the business of such Loan Party, including any Intellectual Property that is incorporated in any Inventory, software, or other product marketed, sold, licensed, or
distributed by such Loan Party; 
 (c) Attached hereto as Schedule 11(c) in proper form for filing with the United States
Patent and Trademark Office and United States Copyright Office (as applicable) are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, United Patents, United States Copyrights and
Intellectual Property Licenses set forth on Schedule 11(a) and Schedule 11(b), including duly signed copies of each of the Patent Security Agreement, Trademark Security Agreement and the Copyright Security Agreement, as
applicable. 

  
 - 3 - 








 12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and
correct list of all commercial tort claims that exceed $             held by each Loan Party, including a brief description thereof. 

13. Deposit Accounts and Securities Accounts. Attached hereto as Schedule 13 is a true and complete list of all Deposit
Accounts and Securities Accounts (each as defined in the Guaranty and Security Agreement) maintained by each Loan Party, including the name of each institution where each such account is held, the name of each such account and the name of each
entity that holds each account. 
 14. Letter-of-Credit Rights. Attached hereto as Schedule 14 is a true and correct
list of all letters of credit issued in favor of any Loan Party, as beneficiary thereunder, having an aggregate value or face amount in excess of $            . 

15. Other Assets: A Loan Party owns the following kinds of assets: 

 

			
		
	 Aircraft:
	  	Yes   ̈    No  x
		
	 Vessels, boats or ships:
	  	Yes   ̈    No  x
		
	 Railroad rolling stock:
	  	Yes   ̈    No  x
		
	 Motor Vehicles or similar titled collateral.
	  	Yes   ̈    No  x

 If the answer is yes to any of these other types of assets, please describe on Schedule 15. 

[The Remainder of this Page has been intentionally left blank] 

  
 - 4 - 








 IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this
             day of December, 2012. 
  

			
	 CONNECTURE, INC/DESTINATIONRX,

INC., a Delaware corporation

		
	By:	 	 
		 	Name:
		 	Title:


  

			
	[Each of the Guarantors of Connecture/DRX]
		
	By:	 	 
		 	Name:
		 	Title:



  
 - 5 - 








 Schedule 1(a) 

Legal Names, Etc. 
  

													
	 Legal Name
	  	 Type of Entity
	  	 Registered
Organization

(Yes/No)
	  	 Organizational
Number
	  	 Federal

Taxpayer
Identification
Number
	  	 Jurisdiction of
Formation
	  	 Qualified to do
Business in
states
listed

	CONNECTURE, INC.	  	Delaware Corporation	  	Yes	  	3077043	  	58-2488736	  	Delaware	  	Delaware, Georgia, Wisconsin
							
	DESTINATIONRX, INC.	  	Delaware Corporation	  	Yes	  	3253049	  	94-3372943	  	Delaware	  	Delaware, Maryland, California; Illinois; Minnesota
							
	INSURIX, INC.	  	Connecticut Stock Corporation	  	Yes	  	0712146	  	75-3072853	  	Connecticut	  	Connecticut, Florida
							
	RXHEALTH INSURANCE AGENCY, INC.	  	Delaware Corporation	  	Yes	  	4538089	  	26-2739398	  	Delaware	  	Delaware, California


  
 - 6 - 








 Schedule 1(b) 

Prior Names 
  

					
	 Loan Party/Subsidiary
	  	 Prior Name
	  	Date of Change
	CONNECTURE, INC.	  	Connecture Holdings, LLC	  	March 26, 2012
			
	CONNECTURE, INC.	  	Connecture RWS, LLC	  	March 26, 2012
			
	DESTINATIONRX, INC.	  	None.	  	None.
			
	INSURIX, INC.	  	None.	  	None.
			
	RXHEALTH INSURANCE AGENCY, INC.	  	None.	  	None.


  
 - 7 - 








 Schedule 1(c) 

Changes in Corporate Identity; Other Names 
  

											
	 Loan Party/Subsidiary
	  	 Name of Entity
	  	Action	  	Date of Action	  	State of Formation	  	List of All Other
Names Used on Any
Filings with the
Internal Revenue
Service During Past
Five Years
	CONNECTURE, INC.	  	None.	  	None.	  	None.	  	None.	  	None.
						
	DESTINATIONRX, INC.	  	None.	  	None.	  	None.	  	None.	  	None.
						
	INSURIX, INC.	  	None.	  	None.	  	None.	  	None.	  	None.
						
	RXHEALTH INSURANCE AGENCY, INC.	  	None.	  	None.	  	None.	  	None.	  	None.


  
 - 8 - 








 Schedule 2 

Chief Executive Offices 
  

							
	 Loan Party/Subsidiary
	  	 Address
	  	County	  	State
	CONNECTURE, INC.	  	18500 W. Corporate Drive, Suite 250, Brookfield, WI 53045	  	Waukesha	  	WI
				
	CONNECTURE, INC.	  	18500 W. Corporate Drive, Suite 210, Brookfield, WI 53045	  	Waukesha	  	WI
				
	DESTINATIONRX, INC.	  	 600 Wilshire Blvd., 11th

Floor Los Angeles, CA 90017
	  	Los Angeles	  	CA
				
	INSURIX, INC.	  	 314 Farmington Ave., Suite

120 Farmington, CT 06032
	  	Bristol	  	CT
				
	RXHEALTH INSURANCE AGENCY, INC.	  	 600 Wilshire Blvd., 11th

Floor Los Angeles, CA 90017
	  	Los Angeles	  	CA


  
 - 9 - 








 Schedule 3(a) 

Real Property 
  

																					
	 Entity of Record
	  	 Common
Name and
Address
	  	 Owned,
Leased
or
Other
Intere st
	  	 Landlord
/ Owner
if Leased

or Other

Interest
	  	
Description of
Lease or
Other
Documents
Evidencing
Interest
	  	 Purpose/
Use
	  	 Improvements
Located
on Real
Property
	  	 Legal
Description
	  	
Encumbered
or to be
Encumbered
by
Mortgage
	  	 Filing
Office for
Mortgage
	  	 Option to
Purchase/
Right
of
First
Refusal

	CONNECTU RE, INC.	  		  		  		  		  		  		  		  		  		  	
											
	CONNECTU RE, INC.	  	 Atlanta Office Lease Agreement.
  

101 Marietta Street, Atlanta, GA 30303
	  	Leased	  	CIP II/JOS Centennia l Tower LLC	  	 Office Lease Agreement by and between 101 Marietta Street Associates and Connecture,

Inc. dated 9/23/04, as assigned to Atlanta Centennial, LLC, as Landlord on 5/27/05, as amended on 10/7/2010, as assigned to CIP II/JOS Centennial Tower LLC as
Landlord on 3/6/12, as amended.
	  	General Office Use	  	See Exhibit C to Lease Agreement.	  	See Exhibit B to the Lease Agreement.	  	No	  	N/A	  	None.


  
 - 10 - 









																					
	 Entity of Record
	  	 Common
Name and
Address
	  	 Owned,
Leased
or Other
Interest
	  	 Landlord

/ Owner
if Leased

or Other
Interest
	  	
Description of
Lease or
Other
Documents
Evidencing
Interest
	  	 Purpose/
Use
	  	 Improvements
Located
on Real
Property
	  	 Legal
Description
	  	 Encumbered

or to be
Encumbered
by
Mortgage
	  	 Filing
Office
for
Mortgage
	  	 Option to
Purchase/
Right
of
First
Refusal

	CONNECTU RE, INC.	  	 Farmington Office Lease
  

314 Farmington Ave., Suite 120 Farmington, Connecticut
	  	Leased	  	Pro-Park Group	  	Lease, dated 3/31/11 by and between Pro-Park Group and Connecture, Inc. as amended.	  	General Office Use	  	None.	  	Not provided.	  	No	  	N/A	  	None.
											
	CONNECTU RE, INC.	  	 Lease Agreement.
  

18500 W. Corporate Drive, Suite 250 Brookfield, WI 53045
	  	Leased	  	CORE Realty Holdings Management, Inc. fbo Brookfield Lakes Tenants	  	Lease Agreement, by and between CORE Realty Holdings Management, Inc. fbo Brookfield Lakes Tenants in Common, and Connecture, Inc., dated 5/10/12, as amended.	  	General Office Use	  	See Exhibit C to Lease Agreement.	  	See Exhibit B to the Lease Agreement.	  	No	  	N/A	  	None.


  
 - 11 - 









																					
	 Entity of Record
	  	 Common
Name and
Address
	  	 Owne
d,
Leased
or
Other
Interest
	  	 Landlord
/ Owner
if Leased

or Other
Interest
	  	
Description of
Lease or
Other
Documents
Evidencing
Interest
	  	 Purpose/
Use
	  	 Improvements
Located
on Real
Property
	  	 Legal
Description
	  	 Encumbered

or to be
Encumbered
by
Mortgage
	  	 Filing
Office for
Mortgage
	  	 Option to
Purchase/
Right
of
First
Refusal

	 CONNECTU RE, INC.
	  	 Lease Agreement.
 18500 W. Corporate
Drive, Suite 210 Brookfield, WI 53045
	  	Leased	  	CORE Realty Holdings Management, Inc. fbo Brookfield Lakes Tenants	  	 Lease Agreement, by and between CORE Realty Holdings Management, Inc. fbo Brookfield Lakes Tenants

in Common,and Connecture, Inc., dated 1/31/13.
	  	General Office Use	  	None.	  	N/A	  	No	  	N/A	  	None.
											
	DESTINATI ONRX, INC.	  		  		  		  		  		  		  		  		  		  	
											
	DESTINATI ONRX, INC.	  	 California Office Lease.
  

Suite 1100, 600 Wilshire Boulevard, Los Angeles, CA
	  	Leased	  	600 Wilshire Property LLC	  	Office Lease, dated November 1, 2011, between 600 Wilshire Property LLC and the Company for certain	  	General Office Use	  	See Exhibit B to the Lease Agreement.	  	See Exhibit A to the Lease Agreement.	  	No	  	N/A	  	YES, right of first offer to rent additional space located on the 11th floor of the


  
 - 12 - 









																					
	 Entity of Record
	  	 Common
Name and
Address
	  	 Owned,
Leased
or
Other
Interest
	  	 Landlord

/ Owner
if Leased

or Other
Interest
	  	
Description of
Lease or
Other
Documents
Evidencing
Interest
	  	 Purpose/
Use
	  	 Improvements
Located
on Real
Property
	  	 Legal
Description
	  	 Encumbered

or to be
Encumbered
by
Mortgage
	  	 Filing
Office for
Mortgage
	  	 Option to
Purchase/
Right
of
First
Refusal

		  		  		  		  	premises located at 600 Wilshire Blvd., Los Angeles, California 90017, as amended.	  		  		  		  		  		  	building as more particularly set forth on Exhibit A- 1 to the Agreement, but only following the expiration or termination of the initial lease term and on notice of exercise.
											
	DESTINATI ONRX, INC.	  	 Maryland Office Lease.
  

5550 Sterrett Place, Columbia, Maryland 21044.
	  	Leased	  	North Investors Limited Partnershi p and MDG Companies	  	 Agreement of Lease, dated February 24, 2007, between Lakefront North Investors Limited Partnership,

MDG Companies and
	  	General Office Use	  	See Exhibit B to Lease Agreement.	  	See Exhibit A to the Lease Agreement.	  	No	  	N/A	  	None.


  
 - 13 - 









																					
	 Entity of Record
	  	 Common
Name and
Address
	  	 Owned,
Leased
or
Other
Interest
	  	 Landlord
/
Owner
if Leased
or Other
Interest
	  	
Description
of Lease or
Other
Documents
Evidencing
Interest
	  	 Purpose/
Use
	  	 Improvements
Located
on Real
Property
	  	 Legal
Description
	  	 Encumber
ed or to be
Encumber
ed
by
Mortgage
	  	 Filing
Office for
Mortgage
	  	 Option to
Purchase/
Right
of
First
Refusal

		  		  		  		  	the Company for certain premises located at 5550 Sterrett Place, Columbia, Maryland 21044, as amended.	  		  		  		  		  		  	
											
	DESTINATI ONRX, INC.	  	 Chicago Office Lease.
  

70 E. Lake Street, Chicago, Illinois 60601.
	  	Leased	  	East Lake Street Associate s, LLC	  	Lease Agreement, dated November 29, 2003, between East Lake Street Associates, LLC and DestinationRX, Inc. for certain premises located at 70 E. Lake Street, Chicago, Illinois 60601, as amended.	  	General Office Use	  	None	  	See Exhibit B to the Lease Agreement.	  	No	  	N/A	  	None.


  
 - 14 - 








 Schedule 3(a) 

Real Property (cont.) 

Required Consents; Loan Party Held Landlord/Grantor Interests 

I. Landlord’s / Tenant’s Consent Required 

[LIST EACH LEASE OR OTHER INSTRUMENT WHERE LANDLORD’S / TENANT’S CONSENT IS REQUIRED]. 

None. 
 II. Leases, Subleases, Tenancies, Franchise
Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Loan Party holds Landlord’s / Grantor’s Interest 
 [LIST EACH
LEASE OR OTHER INSTRUMENT WHERE ANY LOAN PARTY HOLDS LANDLORD’S / GRANTOR’S INTEREST] 
 None. 

  
 - 15 - 








 Schedule 3(b) 

Bailees 
 None. 

  
 - 16 - 








 Schedule 4 

Transactions Other Than in the Ordinary Course of Business 

 

					
	 Loan Party/Subsidiary
	  	 Description of Transaction Including
Parties
Thereto
	  	Date of Transaction
	CONNECTURE, INC.	  	None.	  	N/A
			
	DESTINATIONRX, INC.	  	None.	  	N/A
			
	INSURIX, INC.	  	None.	  	N/A
			
	RXHEALTH INSURANCE AGENCY, INC.	  	None.	  	N/A


  
 - 17 - 








 Schedule 5 

Certified File Search Reports 
  

							
	 Loan Party/Subsidiary
	  	 Search Report dated
	  	Prepared by	  	Jurisdiction
	CONNECTURE, INC.	  	[_____]	  	[_____]	  	[_____]
				
	DESTINATIONRX, INC.	  	[_____]	  	[_____]	  	[_____]
				
	INSURIX, INC.	  	[_____]	  	[_____]	  	[_____]
				
	RXHEALTH INSURANCE AGENCY, INC.	  	[_____]	  	[_____]	  	[_____]

 See attached. 

  
 - 18 - 








 Schedule 6 

Copy of Financing Statements To Be Filed 

See attached. 

  
 - 19 - 








 Schedule 7 

Filings/Filing Offices 
  

							
	 	 	 	 	Applicable Collateral	 	 
	 	 	 	 	Document	 	 
	 Type of Filing2
	 	 Entity
	 	 [Mortgage, Security Agreement or
Other]
	 	 Jurisdictions

		 		 		 	
		 		 		 	
		 		 		 	
		 		 		 	

  
  

	2 	UCC-1 financing statement, fixture filing, mortgage, intellectual property filing or other necessary filing. 


  
 - 20 - 








 Schedule 8 

Attached hereto is a true copy of each termination statement filing duly acknowledged or otherwise identified by the filing officer. 

Termination Statement Filings 
  

											
	 Debtor
	 	 Jurisdiction
	 	 Secured Party
	 	 Type of Collateral
	 	 UCC-1

File Date
	 	 UCC-1 File Number

		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	
		 		 		 		 		 	


  
 - 21 - 








 Schedule 9(a) 

(a) Equity Interests of Loan Parties and Subsidiaries 
  

									
	 Entity
	  	 Authorized

Shares
	  	 Issued Shares
	  	 Outstanding

Shares
	  	 Record owner of

shares

	CONNECTURE, INC.	  	101,500,000 shares consisting of 54,700,000 shares of Common Stock and 46,800,00 shares of Preferred Stock (26,100,000 Series A Preferred shares, 20,700,000 Series B Preferred shares)	  	45,136,675	  	45,136,675	  	See attached capitalization table.
					
	DESTINATIONRX, INC.	  	1,000 shares of Common Stock	  	1,000	  	1,000	  	CONNECTURE, INC.
					
	INSURIX, INC.	  	20,000 shares consisting of 10,000 shares of Non-Voting Common Stock and 10,000 shares of Voting Common stock.	  	2000	  	2000	  	CONNECTURE, INC.
					
	RXHEALTH INSURANCE AGENCY, INC.	  	100 shares of common stock	  	1	  	1	  	DESTINATIONRX, INC.

 (b) Other Equity Interests 

None. 

  
 - 22 - 








 Schedule 9(b)  

Organizational Chart 
  





 

  
 - 23 - 








 Schedule 10 

Instruments and Chattel Paper 

1. Promissory Notes: 
 None. 

2. Chattel Paper: 
 None. 

  
 - 24 - 








 Schedule 11(a) 

Copyrights, Patents and Trademarks 

UNITED STATES COPYRIGHTS 
  

							
	 LOAN PARTY
	  	 TITLE
	  	REGISTRATION
NUMBER	  	STATUS
	CONNECTURE, INC.	  	Connecture Solution for Individual & Family Products Configured for Aetna	  	Txu001209168	  	Registered
				
	CONNECTURE, INC.	  	Connecture Solution for Small Business Groups Configured for Aetna	  	TXu001209169	  	Registered
				
	DESTINATIONRX, INC.	  	Drug Identification Catalog	  	TXu001321952	  	Registered
				
	DESTINATIONRX, INC.	  	Drug catalog software: Version 3	  	TXu001277702	  	Registered
				
	INSURIX, INC.	  	None	  	N/A	  	N/A
				
	RXHEALTH INSURANCE AGENCY, INC.	  	None	  	N/A	  	N/A


  
 - 25 - 








 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES PATENTS: 
  

			
	 LOAN PARTY
	  	 PATENT

	CONNECTURE, INC.	  	None
		
	DESTINATIONRX, INC.	  	None
		
	INSURIX, INC.	  	None
		
	RXHEALTH INSURANCE AGENCY, INC.	  	None


  
 - 26 - 








 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES TRADEMARKS: 
  

							
	 	  	REGISTRATION	  	 	  	 
	 LOAN PARTY
	  	 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:	  	Not registered.
				
		  		  	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	  	


  
 - 27 - 









							
				
		  		  	EMS100—group enrollment	  	
				
		  		  	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


  
 - 28 - 








 Schedule 11(b) 

Intellectual Property Licenses 

None. 

  
 - 29 - 








 Schedule 11(c)  

Intellectual Property Filings 

[See attached.] 

  
 - 30 - 








 Schedule 12 

Commercial Tort Claims 

CONNECTURE, INC. 
 None. 

DESTINATIONRX, INC. 
 None. 

INSURIX, INC. 
 None. 

RXHEALTH INSURANCE AGENCY, INC. 
 None. 

  
 - 31 - 








 Schedule 13 

Deposit Accounts and Securities Accounts 
  

							
	 OWNER
	  	 TYPE OF ACCOUNT
	  	 BANK OR

INTERMEDIARY
	  	 ACCOUNT

NUMBERS

	CONNECTURE, INC.	  	Checking Account	  	######	  	######
				
	CONNECTURE, INC.	  	Checking Account	  	 ######
	  	 ######

				
	CONNECTURE, INC.	  	Money Market	  	 ######
	  	 ######

				
	CONNECTURE, INC.	  	Checking Account	  	 ######
	  	 ######

				
	CONNECTURE, INC.	  	Checking Account	  	 ######
	  	 ######

				
	CONNECTURE, INC.	  	Checking Account	  	 ######
	  	 ######

				
	INSURIX, INC.	  	Checking Account	  	 ######
	  	 ######

				
	DESTINATIONRX, INC.	  	Checking Account	  	 ######
	  	 ######

				
	DESTINATIONRX, INC.	  	Checking Account	  	 ######
	  	 ######

				
	DESTINATIONRX, INC.	  	EFT	  	 ######
	  	 ######

				
	RXHEALTH INSURANCE AGENCY, INC.	  	Checking Account	  	 ######
	  	 ######



  
 - 32 - 








 Schedule 14 

Letter of Credit Rights 

CONNECTURE, INC.  
 None. 

DESTINATIONRX, INC. 
 None. 

INSURIX, INC. 
 None. 

RXHEALTH INSURANCE AGENCY, INC. 
 None. 


  
 - 33 - 








 Schedule 15 

Other Assets (Aircraft, Vessels, boats or ships, railroad rolling stock, motor vehicles or similar titled collateral) 

None. 

  
 - 34 - 








 FORM OF SUPPLEMENT TO PERFECTION CERTIFICATE 

Supplement (this “Supplement”), dated as of             ,
20__, to the Perfection Certificate, dated as of December [__], 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Perfection Certificate”) by each of the parties listed on the signature pages
thereto and those additional entities that thereafter become Loan Parties (collectively, jointly and severally, “Grantors” and each individually “Grantor”). 

Reference is hereby made to (a) that certain Credit Agreement dated as of December [__], 2012 (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. (“DRX, and together with Connecture, each a
“Borrower,” and together, the “Borrowers”), the lenders party thereto as “Lenders” (each of such Lenders, together with its successors and permitted assigns, is referred to hereinafter as a
“Lender”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity 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”), and (b) that certain Guaranty and Security Agreement dated as of December [__], 2012 (as amended, restated, supplemented, or otherwise modified
from time to time, the “Guaranty and Security Agreement”) by and among the Borrowers, the Subsidiaries of Borrower parties thereto as “Grantors,” and Agent. 

All initially capitalized terms used herein without definition shall have the meanings ascribed thereto in the Credit Agreement. Any terms
(whether capitalized or lower case) used in this Perfection Certificate that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein or in the Credit Agreement; provided that to
the extent that the Code is used to define any term used herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. As used herein, the term
“Code” shall mean the “Code” as that term is defined in the Guaranty and Security Agreement. 
 WHEREAS, pursuant
to [Section 5.2] of the Credit Agreement, the Loan Parties must execute and deliver a Perfection Certificate and the execution and delivery of the Perfection Certificate may be accomplished by the execution of this Supplement in favor of
Agent, for the benefit of each member of the Lender Group and the Bank Product Providers; 
 In accordance with [Section 5.2 of the
Credit Agreement, the undersigned, the              of [Connecture/DRX], hereby certify (in my capacity as
             and not in my individual capacity) to Agent and each of the other members of the Lender Group and the Bank Product Providers as follows as of
            , 20__: the information in the Perfection Certificate delivered on or prior to the Closing Date is true, correct, and complete on and as of the date hereof. Schedule
1(a), “Legal Names, Etc.”, Schedule 1(b), “Prior Names”, Schedule 1(c), “Changes in Corporate Identity; Other Names”, Schedule 2, “Chief Executive Offices”, Schedule 3(a),
“Real Property”, Schedule 3(b), “Bailees”, Schedule 4, “Transactions Other Than in the Ordinary Course of Business”, Schedule 9(a), “Equity Interests”, Schedule 9(b),
“Organizational Chart” Schedule 10, “Instruments and Chattel Paper”, Schedule 11(a), “Copyrights, Patents and Trademarks”, Schedule 11(b), “Intellectual Property Licenses”, Schedule
12, “Commercial Tort Claims”, Schedule 13, “Deposit Accounts and Securities Accounts”, Schedule 14, “Letter-of-Credit Rights”, and Schedule 15, “Other Assets” attached hereto supplement
Schedule 1(a), Schedule (1(b), Schedule 1(c), Schedule 2, Schedule 3, Schedule 4, Schedule 9(a), Schedule 9(b), Schedule 10, Schedule 11(a), Schedule 11(b), Schedule
12, Schedule 13, Schedule 14, Schedule 15, respectively, to the Perfection Certificate and shall be deemed a part thereof for all purposes of the Perfection Certificate. 

  
 - 35 - 








 The undersigned officers of each of the Loan Parties hereby certify as of the date hereof on
behalf of the Loan Parties in their capacity as officers of the Loan Parties and not in their individual capacities that no additional filings or actions are required to create, preserve or perfect the security interests in the Collateral granted,
assigned or pledged to Agent pursuant to the Loan Documents. 
 Except as expressly supplemented hereby, the Perfection Certificate shall
remain in full force and effect. 
 IN WITNESS WHEREOF, we have hereunto signed this Supplement to Perfection Certificate as of this
         day of                         , 20__. 

 

			
	CONNECTURE, INC. / DESTINATIONRX, INC.
		
	By:	 	 
		 	 Name:
 Title:



  

			
	[Each of the Guarantors of Connecture/DRX]
		
	By:	 	 
		 	 Name:
 Title:




  
 - 36 - 








 Schedule 1(a) 

Legal Names, Etc. 
  

											
	 Legal Name
	  	 Type of Entity
	  	 Registered
Organization

(Yes/No)
	  	 Organizational

Number3
	  	
Federal Taxpayer
Identification Number
	  	 Jurisdiction of Formation



 
  

	3 	If none, so state. 


  
 - 37 - 








 Schedule 1(b) 

Prior Names 
  

					
	 Loan Party/Subsidiary
	  	 Prior Name
	  	 Date of Change



  
 - 38 - 








 Schedule 1(c) 

Changes in Corporate Identity; Other Names 
  

											
	 Loan

Party/Subsidiary
	  	 Name of Entity
	  	 Action
	  	 Date of
Action
	  	 State of

Formation
	  	 List of All Other
Names Used on Any

Filings with the
 Internal
Revenue
 Service During Past

Five Years



[Add Information required by Section 1 to the extent required by Section 1(c) of the Perfection Certificate] 

  
 - 39 - 








 Schedule 2 

Chief Executive Offices 
  

							
	 Loan

Party/Subsidiary
	  	 Address
	  	 County
	  	 State

		  		  		  	


  
 - 40 - 








 Schedule 3(a) 

Real Property 
  

																					
	 Entity of
Record
	 	 Common
Name
and
Address
	 	 Owned,
Leased or
Other
Interest
	 	 Landlord
/
Owner
if Leased
or Other
Interest
	 	 Descrip-
tion of
Lease or
Other

Documents
Evidencing

Interest
	 	 Purpose/

Use
	 	
Improve-
ments
Located on
Real
Property
	 	 Legal
Description
	 	 Encumbered
or to be
Encumbered

by Mortgage
	 	 Filing
Office for
Mortgage
	 	
Option to
Purchase/
Right
of First Refusal

	 [    ]
	 	[    ]	 	[    ]	 	[    ]	 	[    ]	 	[    ]	 	[    ]	 	[SEE EXHIBIT A- [     ] ATTACHE D HERETO]	 	[YES/NO]	 	[    ]	 	[YES/NO]
		 		 		 		 		 		 		 		 		 		 	


  
 - 41 - 








 Schedule 3(a) 

Real Property (cont.) 

Required Consents; Loan Party Held Landlord/ Grantor Interests 

I. Landlord’s / Tenant’s Consent Required 

1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE LANDLORD’S / TENANT’S CONSENT IS REQUIRED]. 

II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Loan Party holds Landlord’s /
Grantor’s Interest 
 1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE ANY LOAN PARTY HOLDS LANDLORD’S / GRANTOR’S INTEREST] 

  
 - 42 - 








 Schedule 3(a) 

Real Property (cont.) 

Required Consents; Loan Party Held Landlord/ Grantor Interests 

I. Landlord’s / Tenant’s Consent Required 

1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE LANDLORD’S / TENANT’S CONSENT IS REQUIRED]. 

II. Leases, Subleases, Tenancies, Franchise Agreements, Licenses or Other Occupancy Agreements Pursuant to which any Loan Party holds Landlord’s /
Grantor’s Interest 
 1. [LIST EACH LEASE OR OTHER INSTRUMENT WHERE ANY LOAN PARTY HOLDS LANDLORD’S / GRANTOR’S INTEREST] 

  
 - 43 - 








 Schedule 3(b) 

Bailees  

  
 - 44 - 








 Schedule 4 

Transactions Other Than in the Ordinary Course of Business 

 

					
	 Loan Party/Subsidiary
	  	
Description of Transaction Including Parties
Thereto
	  	 Date of

Transaction

		  		  	


  
 - 45 - 








 Schedule 9(a) 

(a) Equity Interests of Loan Parties and Subsidiaries 
  

									
	 Current Legal

Entities Owned
	  	 Record Owner
	  	 Certificate No.
	  	 No. Shares/Interest
	  	 Percent

Pledged

		  		  		  		  	

 (b) Other Equity Interests 

  
 - 46 - 








 Schedule 9(b) 

Organizational Chart 

  
 - 47 - 








 Schedule 10 

Instruments and Chattel Paper 
 1.
Promissory Notes: 
  

									
	 Entity
	  	 Principal

Amount
	  	 Date of Issuance
	  	 Interest Rate
	  	 Maturity Date



2. Chattel Paper: 

  
 - 48 - 








 Schedule 11(a) 

Copyrights, Patents and Trademarks 

UNITED STATES COPYRIGHTS 
  

							
	 Registrations:
  
	  		  		  	
	            OWNER	  	TITLE	  	REGISTRATION NUMBER	  	

  

							
	Applications:	  		  		  	
				
	            OWNER	  	APPLICATION NUMBER	  		  	

 OTHER COPYRIGHTS 
  

							
	 Registrations:
	  		  		  	
				
	             OWNER
	  	COUNTRY/STATE	  	TITLE	  	REGISTRATION NUMBER
				
	 Applications:
	  		  		  	
			
	             OWNER
	  	COUNTRY/STATE	  	APPLICATION NUMBER


  
 - 49 - 








 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES PATENTS: 
 Registrations: 

 

									
	 OWNER
	 	 REGISTRATION

NUMBER
	 	 DESCRIPTION
	  	 	  	 
		 		 		  		  	
	Applications:	 		 		  		  	
	 OWNER
	 	 APPLICATION

NUMBER
	 	 DESCRIPTION
	  	 	  	 
		 		 		  		  	
	 OTHER PATENTS:
  

Registrations:
  
	 		 		  		  	
	 OWNER
	 	 REGISTRATION

NUMBER
	 	 COUNTRY/STATE
	  	 DESCRIPTION
	  	 
		 		 		  		  	
	 Applications:
  
	 		 		  		  	
	 OWNER
	 	 APPLICATION

NUMBER
	 	 COUNTRY/STATE
	  	 DESCRIPTION
	  	 
		 		 		  		  	
		 		 		  		  	


  
 - 50 - 








 Schedule 11(a) 

Copyrights, Patents and Trademarks (cont.) 

UNITED STATES TRADEMARKS: 
 Registrations: 

 

									
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 TRADEMARK
	  	 	  	 
		  		  		  		  	
	 Applications:
  
	  		  		  		  	
	 OWNER
	  	 APPLICATION

NUMBER
	  	 TRADEMARK
	  	 	  	 
		  		  		  		  	
	  
 OTHER TRADEMARKS:

 
 Registrations:
	  		  		  	
	 OWNER
	  	 REGISTRATION

NUMBER
	  	 COUNTRY/STATE
	  	 TRADEMARK
	  	 
		  		  		  		  	
	  
 Applications:

 
	  		  		  		  	
	 OWNER
	  	 APPLICATION

NUMBER
	  	 COUNTRY/STATE
	  	 TRADEMARK
	  	 
		  		  		  		  	


  
 - 51 - 








 Schedule 11(b) 

Intellectual Property Licenses 
  

									
	 LICENSEE
	  	 LICENSOR
	  	 COUNTRY/STATE
	  	 REGISTRATION/
APPLICATION

NUMBER, IF

ANY
	  	 DESCRIPTION



  
 - 52 - 








 Schedule 12 

Commercial Tort Claims 

  
 - 53 - 








 Schedule 13 

Deposit Accounts and Securities Accounts 
  

							
	OWNER	  	TYPE OF ACCOUNT	  	 BANK OR

INTERMEDIARY
	  	 ACCOUNT

NUMBERS



  
 - 54 - 








 Schedule 14 

Letter of Credit Rights 

  
 - 55 - 








 Schedule 15 

Other Assets 

  
 - 56 - 








 EXHIBIT L-1 

FORM OF LIBOR NOTICE 
 THL Corporate
Finance, Inc. 
 100 Federal Street, 31st Floor 

Boston, MA 02110 
 Attn: Terrence Olson 

Ladies and Gentlemen: 
 Reference hereby is made
to that certain Second Lien Term Loan Agreement entered into as of March 18, 2013 (the “Term Loan Agreement”), by and among the lenders signatory thereto (each of such lenders, together with its successors and permitted
assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), THL CORPORATE FINANCE, INC., a Delaware corporation, as administrative agent for each member of the Lender Group (in such
capacity, together with its successors and assigns in such capacity, “Agent”), Connecture, Inc., a Delaware corporation (“Connecture”), and 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”). Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Term Loan Agreement. 
 This LIBOR Notice represents Borrowers’ request
to elect an Interest Period of [1, 2, [or] 3[, or 6], [[9] or [12]]1 month(s) commencing on
                    . 
 This
LIBOR Notice further confirms each Borrower’s acceptance, for purposes of determining the rate of interest on the Term Loan based on the LIBOR Rate under the Term Loan Agreement, of the LIBOR Rate plus the LIBOR Rate Margin as determined
pursuant to the Term Loan Agreement. 
 Each Borrower represents and warrants that (i) as of the date hereof, the representations and
warranties of Borrowers or its Subsidiaries contained in this Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier
date, in which case such representations and warranties shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof) as of such earlier date)), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such
effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above. 

 

	1 	Subject to the terms of the Term Loan Agreement. 








 
			
	Dated: [                    ]
	
	 CONNECTURE, INC.,
 a Delaware
corporation, as Borrower

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 DESTINATIONRX, INC.,
 a
Delaware corporation, as Borrower

		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	Acknowledged by:
	
	THL CORPORATE FINANCE, INC. as Agent
		
	By:	 	 
	Name:	 	 
	Title:	 	 








 DISCLOSURE SCHEDULES 

relating to the transactions contemplated by that certain 

SECOND LIEN TERM LOAN AGREEMENT, 

(the “Agreement”), 

by and among 
 THL CORPORATE
FINANCE, INC., 
 as Administrative Agent, 

THE LENDERS THAT ARE PARTIES THERETO, 

as Lenders, 
 and 

CONNECTURE, INC., 
 and 

DESTINATIONRX, INC., 
 as the
Borrowers 
 DATED AS OF MARCH 18, 2013 

These disclosure schedules (each, a “Schedule,” and collectively, the “Schedules”) are furnished by or on behalf of the
Borrowers pursuant to and as part of the Agreement. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. Headings have been assigned to the various Schedules for convenience of reference only and shall not
be construed to affect the meaning or construction of the language in the body of such Schedules. 







 SCHEDULE A-1 

Agents Account and Lender Accounts 
 THL
Corporate Finance, Inc. 
 First Republic Bank 
 San
Francisco, CA 
 ABA Number: ###### 
 Credit Account Number:
###### 
 Account Name: THL Corporate Finance Inc 
 THL
Credit, Inc. 
 State Street Bank & Trust Company 

Boston, MA 
 ABA: ###### 

Account number: ###### 
 Fund Number: ###### 

Fund Name: THL Credit, Inc. 
 THL Credit Greenway Fund II
LLC 
 State Street Bank & Trust Company 
 Boston,
MA 
 ABA: ###### 
 Account number: ###### 

Fund Number: ###### 
 Fund Name: THL Credit Greenway Fund II LLC








 SCHEDULE A-2 

Authorized Persons 
  

	1.	Robert Douglas Schneider 

  

	2.	James Purko 








 SCHEDULE C-1 

Commitments 
  

													
	 Name of Lender
	  	Principal Amount	 	  	OID Amount	 	 	Net OID Amount	 
	 THL Credit, Inc.
	  	$	8,052,563.25	  	  	($	161,051.27	) 	 	$	7,891,511.99	  
	 THL Credit Greenway Fund II LLC
	  	$	1,947,436.75	  	  	($	38,948.73	) 	 	$	1,908,488.01	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Total
	  	$	10,000,000.00	  	  	($	200,000.00	) 	 	$	9,800,000.00	  
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 








 SCHEDULE D-1 

Designated Account 
  

			
	         BANK OR

INTERMEDIARY
	  	 ACCOUNT NUMBER

	######	  	######








 SCHEDULE P-1 

Permitted Investments 
  

	1.	Connecture, Inc. has a cash balance with Comerica Bank of approximately $2,315,000 as of March 1, 2013. 

  

	2.	Connecture, Inc. made a $250,000 security deposit in connection with the lease of office space at 18500 West Corporate Drive, Suite 250 in Brookfield, WI 53089.Such security deposit is held by the landlord, CORE Realty
Holdings Management, Inc. 

  

	3.	DestinationRX, Inc. made a $200,000 security deposit in connection with the lease of office space at 600 Wilshire Blvd., 11th Floor, Los Angeles, CA 90017. Such security deposit is held by the landlord, 600 Wilshire
Property LLC. 








 SCHEDULE P-2 

Permitted Liens 
  

									
	 Loan Party
	  	 Secured Party
	  	 Type of Filing
	  	 File No.
	  	 Filing Date

	CONNECTURE, INC.	  	 Ailco Equipment Finance Group,
 Inc.
	  	UCC-1 Financing Statement	  	2012 2494914	  	6/28/2012
					
	 CONNECTURE,
 INC.
	  	 Everbank
 Commercial

Finance, Inc.
	  	UCC-1 Financing Statement	  	2012 3313659	  	8/27/2012
					
	 CONNECTURE,
 INC.
	  	 Dell Financial
 Services L.L.C.
	  	UCC-1 Financing Statement	  	2012 3550839	  	9/14/2012
					
	 CONNECTURE,
 INC.
	  	Wells Fargo Bank	  	 UCC-1 Financing
 Statement
	  	20125026200	  	12/21/12
					
	 DESTINATIONRX,
 INC.
	  	NFS Leasing, Inc.	  	 UCC-1 Financing
 Statement
	  	20074105660	  	10/29/2007
					
	 DESTINATIONRX,
 INC.
	  	Wells Fargo Bank	  	UCC-1 Financing Statement	  	20130224064	  	1/16/13
					
	 DESTINATIONRX,
 INC.
	  	 Dell Financial
 Services
	  	UCC-1 Financing Statement	  	2007 4102660	  	10/29/2007
					
	 DESTINATIONRX,
 INC.
	  	 Mintaka Financial
 LLC
	  	UCC-1 Financing Statement	  	2012 1540519	  	4/9/2012
					
	 DESTINATIONRX,
 INC.
	  	 Mintaka Financial
 LLC
	  	UCC-1 Financing Statement	  	12-7307630423	  	4/6/2012
					
	 DESTINATIONRX,
 INC.
	  	 Susquehanna Commercial
 Finance, Inc.
	  	UCC-1 Financing Statement	  	07-7112688101	  	5/4/2007
					
	 RXHEALTH INSURANCE
 AGENCY, INC.
	  	Wells Fargo Bank	  	 UCC-1 Financing
 Statement
	  	20130224023	  	1/16/13
					
	INSURIX, INC.	  	Wells Fargo Bank	  	 UCC-1 Financing
 Statement
	  	0002916520	  	1/17/13
					
	INSURIX, INC.	  	Comerica Bank	  	 UCC-1 Financing
 Statement
	  	0002821565	  	6/14/11








 Cash collateral in the amount of $250,000 held by Comerica in support of that certain Letter of Credit, dated
May 8, 2012, issued by Comerica Bank in favor of Connecture, Inc. and for the benefit of CORE Realty Holdings Management, Inc. 
 Cash collateral in
the amount of $200,000 held by Comerica in support of that certain Letter of Credit, dated November 16, 2011, issued by Comerica Bank in favor of DestinationRX, Inc. and for the benefit of 600 Wilshire Property LLC. 







 SCHEDULE R-1 

Real Property Collateral 
 None. 







 Schedule 3.1 

The obligation of each Lender to make its Term Loan provided for in the Agreement is subject to the fulfillment, to the satisfaction of each
Lender (the making of such Term Loan by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent: 

(a) the Closing Date shall occur on or before March 18, 2013; 

(b) Agent shall have received a letter duly executed by each Loan Party authorizing Agent to file appropriate financing statements in such
office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be created by the Loan Documents; 

(c) Agent shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be
necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements; 

(d) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed and delivered, and
each such document shall be in full force and effect: 
 (i) the Second Lien Term Loan Agreement; 

(ii) the Notes, 

(iii) the Intercreditor Agreement, 

(iv) the Flow of Funds Agreement, 

(v) the Guaranty and Security Agreement, 

(vi) the Intercompany Subordination Agreement, 

(vii) a Perfection Certificate, 

(viii) the Patent Security Agreement, 

(ix) the Trademark Security Agreement, 

(x) the Copyright Security Agreement, 

(xi) a letter, in form and substance satisfactory to Agent, from Comerica Bank, in its capacity as administrative agent under the Existing
Credit Facility (“Existing Agent”) to Agent respecting the amount necessary to repay in full all of the obligations of Connecture and its Subsidiaries owing under the Existing Credit Facility and obtain a release of all of the Liens
existing in favor of Existing Agent in and to the assets of Connecture and its Subsidiaries, together with termination statements and other documentation evidencing the termination by Existing Agent of its Liens in and to the properties and assets
of Connecture and its Subsidiaries, and 







 (xii) the amendment to the Senior Credit Agreement, in a form satisfactory to the Agent; 

(e) Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan
Party’s board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing specific officers of such Loan Party to execute the same, and (iii) attesting to the
incumbency and signatures of such specific officers of such Loan Party; 
 (f) Agent shall have received copies of each Loan Party’s
Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of such Loan Party; 
 (g) Agent
shall have received a certificate of status with respect to each Loan Party, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate
shall indicate that such Loan Party is in good standing in such jurisdiction; 
 (h) Agent shall have received certificates of status with
respect to each Loan Party, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be
duly qualified or licensed would constitute a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions; 

(i) Agent shall have received a certificate of insurance, together with the endorsements thereto, as are required by Section 5.6
of the Agreement, the form and substance of which shall be satisfactory to Agent; 
 (j) Agent shall have received copies of all stock
certificates representing the equity interests of the Loan Parties and blank endorsements relating thereto; 
 (k) Agent shall have received
an opinion of the Loan Parties’ counsel in form and substance satisfactory to Agent; 
 (l) Agent shall have completed its business,
legal, and collateral due diligence, including (i) a review of each Borrower’s and its Subsidiaries’ respective books and records and a recurring revenue valuation performed by a firm selected by Agent, (ii) a review of a quality
of earnings report for each Borrower and its respective Subsidiaries performed by a firm selected by Agent, and (iii) a review of each Borrower’s and its Subsidiaries’ respective material agreements, in each case, the results of which
shall be satisfactory to Agent; 
 (m) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and customary individual
background checks for each Loan Party, and (ii) OFAC/PEP searches and customary individual background searches for each Loan Party’s senior management and key principals, the results of which shall be satisfactory to Agent; 

(n) Agent shall have received a set of Projections of Borrower for the 3 year period following the Closing Date (on a year by year basis, and
for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent; 







 (o) Borrower shall have paid all Lender Group Expenses incurred in connection with the
transactions evidenced by the Agreement and the other Loan Documents; 
 (p) Agent shall have received a phase-I environmental report and a
real estate survey with respect to each parcel composing the Real Property Collateral; the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof shall be acceptable
to Agent; 
 (q) Agent shall have received evidence in form satisfactory to it that the Merger shall have been consummated on or prior to
the Closing Date in accordance with the Acquisition Documentation (as defined below) and all applicable requirements of law, and no terms or conditions of the Acquisition Documentation (other than any immaterial terms or conditions) shall have been
waived without the consent of Agent; 
 (r) Copies of the Acquisition Agreement (including schedules, exhibits and annexes thereto) and all
other all documentation associated with the Merger (collectively, the “Acquisition Documentation”) shall be in form and substance satisfactory to Agent; 

(s) Agent shall have received a solvency certificate, in form and substance satisfactory to it, certifying as to the solvency of the Loan
Parties taken as a whole after giving effect to the Merger; 
 (t) Lenders shall have received the approval of their investment committees;

 (u) Agent shall have received a certificate from an officer of Borrowers certifying that (i) the Revolving Usage (as defined in the
Senior Credit Agreement) does not exceed $4,000,000 on the Closing Date, (ii) Borrowers have Required Availability (as such term is defined in the Senior Credit Agreement), (iii) the Loan Parties have pro forma EBITDA of at least
$6,166,442 for the most recent 12-month period ending prior to the Closing Date; (iv) the Loan Parties have received all governmental and third party approvals (including shareholder approvals, landlords’ consents, Hart-Scott-Rodino
clearance and other consents) necessary or, in the reasonable opinion of Agent, advisable in connection with the Agreement or the transactions contemplated by the Loan Documents, which are all be in full force and effect, and all applicable waiting
periods have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the Term Loan Agreement or the transactions contemplated by the Loan Documents;
(v) no Default or Event of Default exists as of the Closing Date; and (vi) the representations and warranties set forth in the Term Loan Agreement are true and complete in all material respects; and 

(v) all other documents and legal matters in connection with the transactions contemplated by the Agreement shall have been delivered,
executed, or recorded and shall be in form and substance satisfactory to Agent. 







 Schedule 3.6 

Conditions Subsequent 
  

	1.	The Loan Parties shall no later than thirty (30) days after the Closing Date (or such later date as Agent may agree in writing) deliver a Deposit Account Control Agreement in form and substance reasonably
acceptable to Agent with respect to the Deposit Accounts and Securities Accounts of the Loan Parties and their Subsidiaries required to be pledged pursuant to the terms of the Guaranty and Security Agreement. 


 

	2.	The Loan Parties shall use commercially reasonable efforts to deliver no later than thirty (30) days after the Closing Date (or such later date as Agent may agree in writing) Landlord Waiver Agreements in form and
substance acceptable to Agent for the chief executive office of each Loan Party and each other location where books and records of the Loan Parties are kept. 

  

	3.	On or prior to the date that is 10 business days from the Closing Date (or such later date as Agent may agree in writing), Agent shall have received endorsements to any certificate of insurance delivered pursuant to
Section 3.1 of the Agreement, the form and substance of which shall be satisfactory to Agent. 








 SCHEDULE 4.1(b) 

Capitalization of Borrowers 
  

									
	 Borrower
	  	 Authorized

Shares
	  	 Issued Shares
	  	 Outstanding

Shares
	  	 Record owner of

shares

	 CONNECTURE,
 INC.
	  	101,500,000 shares consisting of 54,700,000 shares of Common Stock and 46,800,00 shares of Preferred Stock (26,100,000 Series A Preferred shares, 20,700,000 Series B Preferred shares)	  	45,136,675	  	45,136,675	  	See attached capitalization table.
					
	 DESTINATIONRX,
 INC.
	  	1,000 shares of Common Stock	  	1,000	  	1,000	  	CONNECTURE, INC.








 SCHEDULE 4.1(c) 

Capitalization of Borrowers’ Subsidiaries 
  

									
	 Subsidiary
	  	 Authorized Shares
	  	 Issued Shares
	  	 Outstanding Shares
	  	 Record owner of shares

	INSURIX, INC.	  	20,000 shares
consisting of 10,000
shares of Non-Voting
Common Stock and
10,000 shares of
Voting Common stock.	  	2000	  	2000	  	 CONNECTURE,
 INC.

					
	 RXHEALTH

INSURANCE

AGENCY, INC.
	  	100 shares of common stock	  	1	  	1	  	DESTINATIONRX, INC.








 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for this omitted information. 
 SCHEDULE 4.1(d) 

Subscriptions, Options, Warrants, Calls 
  

	1.	Connecture, Inc. has granted the following options to purchase common stock: 

  

									
	 Name
	  	 Role
	  	 Vesting

Commencement

Date
	  	 Options
	  	 ISO / NSO

	 Doug Schneider
	  	CEO	  	 3-Aug-12
	  	 1,522,386
	  	 ISO

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
		  		  		  		  	
					
	 Dave Sockel
	  	 Sales
	  	 3-Aug-12
	  	 466,232
	  	 ISO

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 Mark Granville
	  	 Client serv, acct Mgmt, IT
	  	 3-Aug-12
	  	 466,232
	  	 ISO

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
		  		  		  		  	
					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

					
	 [****]
	  	 [****]
	  	 [****]
	  	 [****]
	  	 [****]

		  		  		  	  
	  	
	 [****]
	  		  		  	 [****]
	  	
		  		  		  	  
	  	
	 [****]
	  	 [****]
	  	
		  		  		  	  
	  	

  

	**	Listed on Cap Table and Not Included in “Other Outstanding Options” 

  

	Total	on Cap Table 








 SCHEDULE 4.6 

Litigation 
  

	1.	On September 25, 2012, DestinationRX, Inc. received a “Cease and Desist Unauthorized Access/Use of Microsoft Software” letter from Adam Longacre, Finance manager of Microsoft Licensing, GP stating that it
has come to Microsoft Corporation’s attention that DestinationRX, Inc. is providing its customers with access to and/or use of Microsoft software with the incorrect license to do so. The letter further states that Microsoft demands that
DestinationRX, Inc. immediately cease and desist from providing unauthorized access to or use of Microsoft software, as well as all infringing activities. As of the date of the Agreement DestinationRX, Inc. is in discussions regarding a possible
resolution to this matter and expects the potential dollar impact to not exceed $400,000. 

  

	2.	On February 1, 2013, Microsoft sent Connecture, Inc. a notice of audit findings and associated costs with respect to an audit of Connecture Inc.’s Service Provider License Agreement (“SPLA”) with
Microsoft. Based on a review conducted on behalf of Microsoft, Microsoft is alleging that Connecture, Inc. under-reported its SPLA licenses and owes Microsoft $1,297,325 related to under-reporting and associated costs. Connecture, Inc. is in the
process of disputing the findings and costs. 








 SCHEDULE 4.10 

Employee Benefits 
 None. 







 SCHEDULE 4.11 

Environmental Matters 
 None. 







 SCHEDULE 4.14 

Permitted Indebtedness 
  

	1.	Subordinated Promissory Note, dated December 31, 2012, issued by Connecture, Inc. to Randall P. Herman, in the principal amount of $3,000,000. 








 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for this omitted information. 
 SCHEDULE 4.22 

Material Contracts 
 CONNECTURE, INC.1 
  

	 	1.	Subcontract Agreement Between [****] and Connecture, Inc. for [****], dated April 1, 2012. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to Connecture,
Inc.’s software products. 

  

	 	2.	Software License Agreement Between Connecture, Inc. and [****], dated April 30, 2012. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to Connecture,
Inc.’s software products. 

  

	 	3.	Master Services and Software Agreement by and between Connecture, Inc. and Blue Cross and Blue Shield of Michigan, an Independent Licensee of the Blue Cross and Blue Shield Association, dated December 22, 2011.
Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to Connecture, Inc.’s software products. 

  

	 	4.	Master Services and Software Agreement by and between Connecture, Inc. and [****], dated June 28, 2012. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to
Connecture, Inc.’s software products. 

  

	 	5.	Master Services Agreement by and between Connecture, Inc. and [****], as amended, dated January 20, 2003. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to
Connecture, Inc.’s software products. 

  

	 	6.	Master Services and Software Agreement by and between Connecture, Inc. and [****], as amended, dated December 15, 2011. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or
licenses to Connecture, Inc.’s software products. 

  

	 	7.	Master Services and Software Agreement by and between Connecture, Inc. and [****], dated November 20, 2009. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to
Connecture, Inc.’s software products. 

  

	 	8.	Application Service Provider Agreement Between Connecture Inc. and [****], as amended, dated January 1, 2010. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses
to Connecture, Inc.’s software products. 

  

	1 	Agreements listed without regard to threshold amount. 








 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for this omitted information. 
  

	 	9.	[****] Master Agreement, as amended, dated November 20, 2003. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to Connecture, Inc.’s software products.


  

	 	10.	Master Services and Software Agreement by and between Connecture, Inc. and [****], dated January 30, 2012. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to
Connecture, Inc.’s software products. 

  

	 	11.	Master Services and Software Agreement by and between Connecture, Inc. and [****], dated March 29, 2012. Pursuant to this agreement, Connecture, Inc. provides certain professional services for and/or licenses to
Connecture, Inc.’s software products. 

  

	 	12.	Lease, dated 3/31/11 by and between Pro-Park Group and Connecture, Inc. as amended by the Second Lease Amendment, dated 12/31/11. This agreement is a commercial office lease. 


 

	 	13.	Lease Agreement, by and between CORE Realty Holdings Management, Inc. fbo Brookfield Lakes Tenants in Common, and Connecture, Inc., dated 5/10/12. This agreement is a commercial office lease. 


 

	 	14.	Lease Agreement, by and between CORE Realty Holdings Management, Inc. fbo Brookfield Lakes Tenants in Common, and Connecture, Inc., dated 1/13/13. This agreement is a commercial office lease. 


 

	 	15.	Office Lease Agreement by and between 101 Marietta Street Associates and Connecture, Inc. dated 9/23/04, as assigned to Atlanta Centennial, LLC, as Landlord on 5/27/05, as amended on 10/7/2010, as assigned to CIP II/JOS
Centennial Tower LLC as Landlord on 3/6/12. This agreement is a commercial office lease. 

  

	 	16.	Management Services Agreement, dated March     , 2013, between Connecture, Inc. and Great Point Partners, LLC. 


 

	 	17.	Subcontract Agreement between [****] and Connecture, Inc. for [****] dated January 31, 2013; and Software Reseller Agreement between Connecture, Inc., and [****], dated January 31, 2013. 


 

	 	18.	Master Services and Software Agreement by and between Connecture, Inc. and [****], dated March 13, 2013. 

  

	 	19.	Software License Agreement between Connecture, Inc. and [****], dated July 14, 2012. 

  

	 	20.	Subcontract Agreement, by and between Connecture, Inc. and [****], dated June 30, 2012. 








 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested to this omitted information. 
 DESTINATIONRX,
INC.2 
  

	 	1.	Master [****] Agreement dated as of 5/1/2005 by and between [****] and DestinationRx (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	2.	Master Agreement effective as of 4/21/2008 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	3.	[****] Access and License Agreement effective as of 12/13/2005 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto),
with [****] cash received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses
of DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	4.	Master Agreement effective as of 12/30/2011 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	5.	License and Services Agreement dated 7/1/2010 by and between [****] and DestinationRx, Inc. (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	6.	Electronic Online Application Manager Schedule effective as of 8/24/2007 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments
thereto), with [****] cash received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions
and/or licenses of DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	2 	Agreements listed without regard to threshold amount. 








 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested for this omitted information. 
  

	 	7.	Application Services Provider Agreement dated 9/29/2006 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with
[****] cash received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	8.	Master Agreement effective as of 8/31/2009 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	9.	Master Agreement effective as of 3/31/2012 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	10.	Master Agreement effective as of 7/1/2010 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] cash
received year to date as of 11/30/2012. Pursuant to this agreement, DestinationRx, Inc. provides certain data management, decision support products and services, professional services, hosting services, subscriptions and/or licenses of
DestinationRx, Inc.’s software products and related data, documentation and information. 

  

	 	11.	Multi-Flex Insurance Policy effective 4/14/2012 by and between The Hartford and DestinationRx (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with
$412,909.64 paid year to date as of 11/30/2012. This is an insurance policy. 

  

	 	12.	Master Agreement effective as of 6/15/2012 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto), with [****] paid
year to date as of 11/30/2012. This is a supplier agreement. 

  

	 	13.	Master Services Agreement effective as of 8/29/2001 by and between DestinationRx, Inc. and [****] (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments thereto). This is a
3rd party co-location agreement. 

  

	 	14.	Office Lease Agreement effective as of 11/1/2011 by and between DestinationRx, Inc. and 600 Wilshire Property, LLC (including all amendments, statements of work, purchase orders, exhibits, appendices and attachments
thereto). This agreement is a commercial office lease. 









	 	15.	Standard Office Lease for Suite 700 at East Lake Street, Chicago, IL effective as of November 29, 2003 by and between the Company and East Lake Street Associates, LLC (including all amendments, statements of work,
purchase orders, exhibits, appendices and attachments thereto). This agreement is a commercial office lease. 

  

	 	16.	Agreement of Lease dated February 29, 2007, and the First Amendment to Lease Agreement dated December 20, 2010, both by and between the Company and Lakefront North Investors Limited Partnership. This agreement
is a commercial office lease. 

 INSURIX, INC. 

None. 
 RXHEALTH AGENCY, INC. 

None. 







 Schedule 5.1 

Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set
forth below at the following times in form satisfactory to Agent: 
  

			
	as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of the Administrative Borrower’s fiscal quarters) after the end of each month, beginning January 2013, during the
Borrowers’ fiscal years,	  	 (a) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and statement of shareholder’s
equity (prepared on an as billed basis and GAAP basis) covering the Borrowers’ and their Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of
results from management, and
  
 (b) a Compliance Certificate along with the underlying
calculations, including the calculations to arrive at EBITDA1 to the extent applicable.

		
	as soon as available, but in any event within 90 days after the end of the Borrowers’ fiscal years; provided that, delivery for the 2012 fiscal year may be made within 150 days,	  	 (c) consolidated and consolidating financial statements of Borrowers and their Subsidiaries for each such fiscal year, audited by independent
certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or
(C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the
provisions of Section 7 of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of
shareholder’s equity, and, if prepared, such accountants’ letter to management),
  

(d) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, and

 
 (e) a detailed calculation of Excess Cash Flow.

		
	as soon as available, but in any event within 30 days prior to the start of Borrowers’ fiscal years,	  	(f) copies of Borrowers’ Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the
forthcoming fiscal year, month by month fiscal quarter by fiscal quarter, certified by the chief financial officer of Borrowers as being such officer’s good faith estimate of the financial performance of Borrowers during the period covered
thereby.

  

	1 	Agent would like a calculation from Borrowers to arrive at the EBITDA figure conforming to the definition as set forth in Schedule 1.1. 









			
		
	if and when filed by a Borrower,	  	 (g) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports,

 
 (h) any other filings made by such Borrower with the SEC, and

 
 (i) any other information that is provided by such Borrower to its shareholders
generally.

		
	promptly, but in any event within 5 days after Borrowers have knowledge of any event or condition that constitutes a Default or an Event of Default,	  	(j) notice of such event or condition and a statement of the curative action that such Borrower proposes to take with respect thereto.
		
	promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on a Borrower or any of its Subsidiaries,	  	(k) notice of all actions, suits, or proceedings brought by or against such Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect.
		
	upon the request of Agent,	  	(l) any other information reasonably requested relating to the financial condition of either Borrower or its respective Subsidiaries.








 Schedule 5.2 

Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in
form satisfactory to Agent: 
  

			
	Weekly (for the first 6 months after the Closing Date)	  	(a) an updated 13-week cash flow forecast, consistent with what was previously provided to Agent.
		
	Monthly (not later than the 15th day of each month)	  	(b) a detailed report regarding the Borrowers’ and their Subsidiaries’ cash and Cash Equivalents, including an indication of which accounts constitute Qualified Cash, and
		
	Quarterly (no later than the last day of the month of each fiscal Quarter)	  	 (a) a sales pipeline report by prospect including the probability of close for each prospect (and grouped by probability),

 
 (b) a backlog report detailing all contracts which have been executed but not yet
performed, and segmented by estimated period of recognition,
  
 (c) a bookings report for
the following (i) prior month by revenue type, and (ii) trailing twelve months by revenue type,
  

(d) a detailed list of Borrowers’ customers including contract expiration dates and annualized recurring revenue contribution,

 
 (e) attrition data for the prior fiscal quarter consistent with what was previously
provided,
  
 (f) a report regarding each Borrower’s and their respective
Subsidiaries’ accrued, but unpaid taxes, including but not limited to a detailed report regarding deemed dividend tax liability, if applicable, and
  

(g) a summary report showing (i) all deferred revenues as set forth in each Borrower’s and their respective Subsidiaries’ balance sheet for the prior
month, (ii) the portion of such deferred revenues that will be earned during the next four fiscal quarters, and (iii) the portion of such deferred revenues that will be earned on or after the date one year following the date of such balance
sheet,

		
	Annually (no later than the last day of each fiscal year)	  	(a) a Perfection Certificate or a supplement to the Perfection Certificate,
		
	Upon request by Agent	  	Such other reports, including but not limited to a summary aging of the Borrowers’ Accounts, and a summary aging, by vendor, of Borrowers’ accounts payable, and any book overdrafts, and as to the Collateral or the
financial condition of the Borrowers and their Subsidiaries, as Agent may reasonably request.








 SCHEDULE 6.5 

Nature of Business 
 The business of developing,
providing and supporting a) prescription drug comparison and Medicare and/or Senior Market (defined as age 65 and over) health plan comparison technology solutions and enrollment services, and non-Medicare health plan comparison and enrollment
services, b) web-based prescription drug comparison and Medicare health plan comparison and enrollment services, c) exchanges for Medicare Part D, Medicare Advantage, and Medicare Supplemental, d) web-based health insurance marketplace, service and
administration technology and e) web-based solutions for automating benefit insurance lines of businesses.