Standard Contracts
AGREEMENT AND PLAN OF MERGER among HEALTHEQUITY, INC. PACIFIC MERGER SUB INC. and WAGEWORKS, INC. Dated as of June 26, 2019Merger Agreement • June 27th, 2019 • Wageworks, Inc. • Services-business services, nec • Delaware
Contract Type FiledJune 27th, 2019 Company Industry JurisdictionAGREEMENT 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
Contract Type FiledApril 26th, 2012 Company Industry Jurisdiction
2,968,276 Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2013 • Wageworks, Inc. • Services-business services, nec • New York
Contract Type FiledAugust 14th, 2013 Company Industry Jurisdiction
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 8Warrant Agreement • April 25th, 2011 • Wageworks, Inc. • Delaware
Contract Type FiledApril 25th, 2011 Company JurisdictionTHIS 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
Contract Type FiledMay 5th, 2015 Company Industry Jurisdiction
—] Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2012 • Wageworks, Inc. • Services-business services, nec • New York
Contract Type FiledSeptember 26th, 2012 Company Industry Jurisdiction
WAGEWORKS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • Delaware
Contract Type FiledJuly 19th, 2011 Company Industry JurisdictionTHIS AGREEMENT is entered into, effective as of , 20 by and between WageWorks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractCredit Agreement • February 25th, 2016 • Wageworks, Inc. • Services-business services, nec • California
Contract Type FiledFebruary 25th, 2016 Company Industry JurisdictionAMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 5, 2015 among WAGEWORKS, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors MUFG UNION BANK, N.A., as Administrative Agent and L/C Issuer, and THE OTHER LENDERS PARTY HERETO MUFG UNION BANK, N.A., as Sole Lead Arranger and Sole Bookrunner
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 4, 2017 among WAGEWORKS, INC., as Borrower, CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, MUFG UNION BANK, N.A., as Administrative Agent, Joint Lead Arranger, Joint Bookrunner, Swing...Credit Agreement • August 1st, 2017 • Wageworks, Inc. • Services-business services, nec • California
Contract Type FiledAugust 1st, 2017 Company Industry JurisdictionI, Colm M. Callan, the duly appointed, acting and incumbent Chief Financial Officer of WAGEWORKS, INC., a Delaware corporation (“Company”), on behalf of the Company, hereby represent, warrant, and certify as set forth herein in connection with the loans and other financial accommodations being made to Company under or in connection with that certain Second Amended and Restated Credit Agreement dated as of April 4, 2017 by and among the Company, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, MUFG Union Bank, N.A., as Administrative Agent (the “Agent”), Swing Line Lender and L/C Issuer (as amended, modified, supplemented, restated, extended or otherwise modified from time to time, the “Credit Agreement”) and the other Loan Documents (as defined in the Credit Agreement). All capitalized terms used in this Certificate and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
•] Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2013 • Wageworks, Inc. • Services-business services, nec • New York
Contract Type FiledMarch 7th, 2013 Company Industry Jurisdiction
2,500,000 Shares WageWorks, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2017 • Wageworks, Inc. • Services-business services, nec • New York
Contract Type FiledJune 20th, 2017 Company Industry Jurisdiction
WAGEWORKS, INC.Stock Option Agreement • July 19th, 2011 • Wageworks, Inc. • Services-business services, nec • California
Contract Type FiledJuly 19th, 2011 Company Industry JurisdictionUnless 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”).
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 25th, 2011 • Wageworks, Inc. • Wisconsin
Contract Type FiledApril 25th, 2011 Company JurisdictionTHIS 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”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 23rd, 2017 • Wageworks, Inc. • Services-business services, nec • California
Contract Type FiledFebruary 23rd, 2017 Company Industry JurisdictionThis 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
Contract Type FiledFebruary 26th, 2015 Company Industry JurisdictionThis 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
Contract Type FiledFebruary 6th, 2013 Company IndustryPursuant 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
Contract Type FiledApril 21st, 2017 Company Industry JurisdictionTHIS 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 AGREEMENTEmployee Stock Purchase Agreement • March 7th, 2012 • Wageworks, Inc. • Services-business services, nec
Contract Type FiledMarch 7th, 2012 Company Industry
San Mateo Office Lease SUBLEASE AGREEMENT BETWEEN ORACLE USA, INC. AND WAGEWORKS, INC. SAN MATEO, CALIFORNIA Portion of Fourth (4th) and First (1st) FloorsSublease Agreement • April 25th, 2011 • Wageworks, Inc. • California
Contract Type FiledApril 25th, 2011 Company JurisdictionTHIS 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.
Contract Type FiledApril 25th, 2011 CompanyThe 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.
Contract Type FiledApril 25th, 2011 CompanyTHIS 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”.
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 • April 25th, 2011 • Wageworks, Inc.
Contract Type FiledApril 25th, 2011 CompanyThis 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”).
WAGEWORKS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 22, 2005Investors’ Rights Agreement • April 25th, 2011 • Wageworks, Inc. • Delaware
Contract Type FiledApril 25th, 2011 Company JurisdictionThis 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 AGREEMENTLoan Modification Agreement • March 7th, 2012 • Wageworks, Inc. • Services-business services, nec • California
Contract Type FiledMarch 7th, 2012 Company Industry JurisdictionTHIS 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
Contract Type FiledMay 21st, 2013 Company IndustryPursuant 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
Contract Type FiledMay 10th, 2019 Company Industry JurisdictionThis 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.
Contract Type FiledApril 25th, 2011 CompanyTHIS 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 Agreement • April 25th, 2011 • Wageworks, Inc.
Contract Type FiledApril 25th, 2011 CompanyTHIS 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
Contract Type FiledMarch 23rd, 2018 Company Industry JurisdictionThis 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 AGREEMENTLoan Modification Agreement • September 24th, 2012 • Wageworks, Inc. • Services-business services, nec • California
Contract Type FiledSeptember 24th, 2012 Company Industry JurisdictionTHIS 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 Agreement • April 25th, 2011 • Wageworks, Inc.
Contract Type FiledApril 25th, 2011 CompanyTHIS 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 Agreement • April 25th, 2011 • Wageworks, Inc.
Contract Type FiledApril 25th, 2011 CompanyTHIS 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
Contract Type FiledMay 5th, 2015 Company Industry Jurisdiction
THIRD AMENDMENT TO OFFIC E LEASE AGREEMENTOffice Lease Agreement • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec
Contract Type FiledFebruary 26th, 2015 Company IndustryTHIS 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
Contract Type FiledApril 21st, 2017 Company Industry Jurisdiction