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Connecture amends investment agreement, decreases board size

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Connecture amends investment agreement, decreases board size

ConnectureInc. has amended its investment agreement with Francisco Partners and Chrysalis Ventures.

Under the amended agreement, Francisco Partners will now be ableto designate a member to Connecture's board only if it continues to hold atleast 25% of the equity interests purchased by it at the of the funding round and 5% ofall outstanding commons stock of the company. If Francisco Partners loses itsentitlement to designate a board member, the company has the right to excludeany board observer designated by Francisco Partners from any committee meetingif it determines that the exclusion is in the best interests of the company andits shareholders.

The amendment also provides that the conversion price usedfor calculating the voting rights of series A preferred stock holders cannot beless than $2.86, the closing price of Connecture's common stock on March 11.

In connection with the closing of the funding round, thecompany repaid all outstanding borrowings under the second lien term loanagreement among THL Corporate Finance Inc., as administrative agent for thelenders, the company and DestinationRx Inc., and terminated the agreement.

The company's board reduced the number of directors to sevenfrom nine. Alan Ying and Brett Carlson did not stand for re-election to theboard at the company's annual meeting of stockholders and Robert Schneiderresigned from the board, in connection with the closing.

The board elected Ezra Perlman, co-president of FranciscoPartners, as a class II director to fill the vacancy created by Schneider'sresignation. Perlman was designated by Francisco Partners for election. He willserve until the 2019 annual meeting of stockholders.