AGREEMENT AND PLAN OF MERGER among HEALTHEQUITY, INC. PACIFIC MERGER SUB INC. and WAGEWORKS, INC. Dated as of June 26, 2019Agreement and Plan of Merger • June 27th, 2019 • Wageworks, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 26, 2019 (this “Agreement”), among HealthEquity, Inc., a Delaware corporation (“Parent”), Pacific Merger Sub Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Parent (“Merger Sub”), and WageWorks, Inc., a Delaware corporation (the “Company”).
•] Shares WageWorks, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2012 • Wageworks, Inc. • Services-business services, nec • New York
2,968,276 Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Wageworks, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF SERIES E-1 PREFERRED STOCK of WAGEWORKS, INC. Dated as of December 28, 2009, amended and restated as of July 30, 2010 Void after the date specified in Section 8Wageworks, Inc. • April 25th, 2011 • Delaware
THIS CERTIFIES THAT, for value received, [—], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from WageWorks, Inc., a Delaware corporation (the “Company”), [—] shares of the Company’s Series E-1 Preferred Stock, par value $0.001 per share (the “Shares”), at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of December 28, 2009, as amended, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants referred to as the “Warrants” in the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Convertib
OFFICE LEASEOffice Lease • May 5th, 2015 • Wageworks, Inc. • Services-business services, nec • California
WAGEWORKS, INC.Equity Incentive Plan • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • California
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
—] Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2012 • Wageworks, Inc. • Services-business services, nec • New York
WAGEWORKS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between WageWorks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
•] Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2013 • Wageworks, Inc. • Services-business services, nec • New York
2,500,000 Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2017 • Wageworks, Inc. • Services-business services, nec • New York
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 25th, 2011 • Wageworks, Inc. • Wisconsin
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is entered into as of this 16th day of May, 2005, by and between HCAP STRATEGIES, INC., a Wisconsin corporation (“Assignor”), and WAGEWORKS, INC., a Delaware corporation (“Assignee”).
OFFICE LEASE BETWEEN REVERE CORPORATE CENTER, L.L.C., a Colorado limited liability company (“LANDLORD”) AND PLANNED BENEFIT SYSTEMS, INC. a Colorado corporation (“TENANT”) DATE OF LEASE: May 3, 2006 BUILDING: REVERE CORPORATE CENTEROffice Lease Agreement • April 25th, 2011 • Wageworks, Inc.
This Office Lease Agreement (the “Lease”), made and entered into on this 3rd day of May, 2006 between REVERE CORPORATE CENTER, L.L.C., a Colorado limited liability company (“Landlord”) and PLANNED BENEFIT SYSTEMS, INC., a Colorado corporation (“Tenant”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 23rd, 2017 • Wageworks, Inc. • Services-business services, nec • California
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), is dated as of August 1, 2016 (the "Effective Date"), by and among WAGEWORKS, INC., a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (the "Lenders"), including WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells"), and MUFG UNION BANK, N.A., as a Lender and as administrative agent for the Lenders (in such capacity, the "Agent") and as L/C Issuer.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec • California
This First Amendment to Credit Agreement (this “Amendment”), is dated as of July 21, 2014 (the “Effective Date”) by and among WAGEWORKS, INC., a Delaware corporation (the “Borrower”), MHM RESOURCES, LLC, a Delaware limited liability company (“MHM”), Benefit Concepts Inc. of Rhode Island, a Rhode Island corporation (together with MHM, each a “Guarantor” and collectively, the “Guarantors”), the several financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (the “Lenders”), and MUFG UNION BANK, N.A. (formerly Union Bank, N.A.), as a Lender and as administrative agent for the Lenders (in such capacity, the “Agent”) and as L/C Issuer.
JOINT FILING AGREEMENTJoint Filing Agreement • February 6th, 2013 • Wageworks, Inc. • Services-business services, nec
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of WageWorks, Inc.
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2017 • Wageworks, Inc. • Services-business services, nec • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the 17th day of April 2017 (the “Effective Date”) by and between WageWorks, Inc., a Delaware corporation (the “Corporation”), and Joseph L. Jackson (“Executive”).
WAGEWORKS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2012 • Wageworks, Inc. • Services-business services, nec
San Mateo Office Lease SUBLEASE AGREEMENT BETWEEN ORACLE USA, INC. AND WAGEWORKS, INC. SAN MATEO, CALIFORNIA Portion of Fourth (4th) and First (1st) FloorsOffice Lease • April 25th, 2011 • Wageworks, Inc. • California
THIS SUBLEASE (“Sublease”) is entered into as of September 13, 2006, by and between ORACLE USA, INC., a Colorado corporation (“Sublandlord”) and WAGEWORKS, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
SECOND AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
The Schedule shown above is reflecting that the initial six (6) months following the Completion Date shall be free for the Additional Premises.
AMENDMENT TO COMMERCIAL BUILDING LEASECommercial Building Lease • April 25th, 2011 • Wageworks, Inc.
THIS AGREEMENT made this 8th day of September, 2005, by and between Applied Buildings, LLC, hereinafter referred to as “Lessor”, and Wageworks, Inc., hereinafter referred to as “Tenant”.
WAGEWORKS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 22, 2005Wageworks • April 25th, 2011 • Wageworks, Inc. • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 22, 2005 by and between WageWorks, Inc., a Delaware corporation (the “Company”), the Holders (as defined below) listed on Schedule A hereto and, as to certain sections hereof, the founders listed on Schedule B hereto (each a “Founder” and together the “Founders”).
SECOND LOAN MODIFICATION AGREEMENTSecond Loan Modification Agreement • March 7th, 2012 • Wageworks, Inc. • Services-business services, nec • California
THIS SECOND LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2012 by and among UNION BANK, N.A. (“Bank”), WAGEWORKS, INC., a Delaware corporation (“Borrower”) and MHM RESOURCES, LLC, a Delaware limited liability company (“Closing Date Guarantor”), with respect to the following facts:
JOINT FILING AGREEMENTJoint Filing Agreement • May 21st, 2013 • Wageworks, Inc. • Services-business services, nec
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of WageWorks, Inc.
REPORTING EXTENSION AGREEMENT AND WAIVERReporting Extension Agreement and Waiver • May 10th, 2019 • Wageworks, Inc. • Services-business services, nec • California
This REPORTING EXTENSION AGREEMENT AND WAIVER (this “Agreement”), is dated as of May 9, 2019 (the “Effective Date”), by and among WAGEWORKS, INC., a Delaware corporation (the “Borrower”), the several financial institutions from time to time party to the Credit Agreement (as defined below), as lenders (the “Lenders”), and MUFG UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”) and as Swing Line Lender and L/C Issuer.
FIRST AMENDMENT TO SUBLEASESublease • April 25th, 2011 • Wageworks, Inc.
THIS FIRST AMENDMENT TO SUBLEASE (“First Amendment”) is entered into as of October 30, 2006 by and between Oracle USA, Inc., a Colorado corporation (“Sublandlord”) and Wageworks, Inc., a Delaware corporation (“Subtenant”), with reference to the following facts:
SECOND AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
THIS SECOND AMENDMENT TO LEASE dated August 12, 2008 for reference purposes is to be attached to and made a part of the Lease Agreement (“Lease”) dated February 8, 2008, and as amended by FIRST AMENDMENT TO LEASE dated April 30 2008 by and between BK PINNACLE IV, LLC, a Kansas limited liability company and BK PROPERTIES, LLC, a Missouri limited liability company, as tenants in common (“Lessor”), and MHM RESOURCES, LLC, a Delaware Limited Liability Corporation (a wholly owned subsidiary of Wage Works, Inc., a Delaware Corporation) hereinafter referred to as (“Lessee”).
REPORTING EXTENSION AGREEMENTReporting Extension Agreement • March 23rd, 2018 • Wageworks, Inc. • Services-business services, nec • California
This REPORTING EXTENSION AGREEMENT (this “Agreement”), is dated as of March 22, 2018 (the “Effective Date”), by and among WAGEWORKS, INC., a Delaware corporation (the “Borrower”), the several financial institutions from time to time party to the Credit Agreement (as defined below) as lenders (the “Lenders”), and MUFG UNION BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”) and as Swing Line Lender and L/C Issuer.
THIRD LOAN MODIFICATION AGREEMENTThird Loan Modification Agreement • September 24th, 2012 • Wageworks, Inc. • Services-business services, nec • California
THIS THIRD LOAN MODIFICATION AGREEMENT (this “Agreement”) is made and entered into as of September 20, 2012 by and among UNION BANK, N.A. (“Bank”), WAGEWORKS, INC., a Delaware corporation (“Borrower”) and MHM RESOURCES, LLC, a Delaware limited liability company (“Closing Date Guarantor”), with respect to the following facts:
FIRST AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
THIS FIRST AMENDMENT TO LEASE dated April 30th, 2008 for reference purposes is to be attached to and made a part of the Lease Agreement (“Lease”) dated February 8, 2008 by and between BK- PINNACLE IV, LLC, a Kansas Limited Liability Company and BK PROPERTIES, LLC, a Missouri Limited Liability Company, as tenants in common, hereinafter referred to as (“Lessor”) and MHM RESOURCES, LLC, a Delaware Limited Liability Corporation (a wholly owned subsidiary of Wage Works, Inc., a Delaware Corporation) hereinafter referred to as (“Lessee”).
Lease THE RESERVE AT PAPAGO PARK CENTER TEMPE, ARIZONA Between WAGEWORKS, INC. (Tenant) and CHAMBERLAIN DEVELOPMENT, L.L.C. (Landlord)Lease • April 25th, 2011 • Wageworks, Inc.
THIS LEASE (the “Lease”) is made as of July 23, 2007 between CHAMBERLAIN DEVELOPMENT, L.L.C., an Arizona limited liability company (the “Landlord”) and the Tenant as named in the Schedule below. The term “Project” means the office building (the ‘“Building”) known as “The Reserve at Papago Park Center”, the adjacent driveway and parking facilities and the land (the “Land”) located at 1050 West Washington, Tempe, Arizona 85281. “Premises” means that part of the Project leased to Tenant described in the Schedule and outlined on Appendix A.
FREEPORT 9 OFFICE CENTER OFFICE LEASE AGREEMENTOffice Lease Agreement • May 5th, 2015 • Wageworks, Inc. • Services-business services, nec • Texas
THIRD AMENDMENT TO OFFIC E LEASE AGREEMENTOffic E Lease Agreement • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec
THIS Third Amendment to Office Lease Agreement (this "Amendment ") is entered into as of January _, 2009, between NNN Las Colinas Highlands, LLC, NNN Las Colinas Highlands l , LLC, NNN Las Colinas Highland s 2, LLC, NNN Las Colinas Highlands 3, LLC, NNN Las Colinas Highlands 4, LLC, NNN Las Colinas Highlands 5, LLC, NNN Las Colinas Highlands 6, LLC, NNN Las Colinas Highland s 7, LLC, NNN Las Colinas Highlands 8, LLC, NNN Las Colinas Highlands 9, LLC, NNN Las Colinas Highlands l 0, LLC, NNN Las Colinas Highlands 1 1, LLC, NNN Las Colinas Highlands 12, LLC, NNN Las Colinas Highlands 13, LLC, NNN Las Colinas Highlands 14, LLC, NNN Las Colinas Highlands 15, LLC, NNN Las Colinas Highlands 16, LLC, NNN Las Colinas Highlands 17, LLC, NNN Las Colinas Highlands 18, LLC, NNN Las Colinas Highlands 19, LLC, NNN Las Colinas Highlands 20, LLC, NNN Las Colinas Highland s 21, LLC, NNN Las Colinas Highlands 22, LLC, NNN Las Colinas Highlands 23, LLC, NNN Las Colinas Highlands 24, LLC, NNN Las Colinas H
AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFIT AGREEMENTExecutive Severance Benefit Agreement • April 21st, 2017 • Wageworks, Inc. • Services-business services, nec • California
Award Agreement – Restricted Stock UnitsAward Agreement • February 27th, 2013 • Wageworks, Inc. • Services-business services, nec • California
This Award Agreement – Restricted Stock Units, including the Terms and Conditions of Restricted Stock Unit Award attached hereto as Exhibit A (the “Agreement”) includes the following summary of certain terms of your Award. If there is any discrepancy between this Agreement and the Plan, the Plan shall control. All terms and conditions not defined herein shall have the same meaning as defined in the Plan. Notwithstanding anything herein, if your written employment or service agreement with the Company (or the Parent or Subsidiary employing or retaining you) provides for more favorable vesting or exercise terms, the more favorable terms shall control.
LEASEWageworks, Inc. • February 26th, 2015 • Services-business services, nec
By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1 . The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.
