HEALTHEQUITY, INC. 5,000,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • February 17th, 2021 • Healthequity, Inc. • Services-business services, nec • New York
HealthEquity, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to BofA Securities, Inc. (the “Underwriter”) an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriter, up to an additional 750,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the issuance and sale of the Shares are referred to herein as the “Stock”.
CREDIT AGREEMENT dated as of August 23, 2024 among HEALTHEQUITY, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, TRUIST BANK, and BMO CAPITAL MARKETS CORP. as Co-Syndication...Credit Agreement • August 27th, 2024 • Healthequity, Inc. • Services-business services, nec • New York
CREDIT AGREEMENT (this “Agreement”) dated as of August 23, 2024 among HEALTHEQUITY, INC., the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
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 • Healthequity, 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”).
INDENTURE Dated as of October 8, 2021 Among HEALTHEQUITY, INC., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 4.500% SENIOR NOTES DUE 2029Indenture • October 12th, 2021 • Healthequity, Inc. • Services-business services, nec • New York
INDENTURE, dated as of October 8, 2021, among HealthEquity, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) listed on the signature pages hereto and Wells Fargo Bank, National Association, a national banking association, as Trustee.
HEALTHEQUITY, INC. Purchase AgreementPurchase Agreement • October 5th, 2021 • Healthequity, Inc. • Services-business services, nec • New York
HealthEquity, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $100,000,000 principal amount of its 4.500% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 8, 2021 (the "Indenture"), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured basis by each of the Guarantors (the “Guarantees”).
CROSSROADS, SAN MATEO, CALIFORNIA OFFICE LEASE This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between BCSP CROSSROADS PROPERTY LLC, a...Office Lease • January 27th, 2020 • Healthequity, Inc. • Services-business services, nec • California
HEALTHEQUITY, INC. 2,500,000 Shares of Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • October 24th, 2016 • Healthequity Inc • Services-business services, nec • New York
Certain stockholders of HealthEquity, Inc., a Delaware corporation (the “Company”), named in Schedule 2 hereto (the “Selling Stockholders”) propose to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 2,500,000 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 375,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
CREDIT AGREEMENT DATED AS OF AUGUST 30, 2019 AMONG HEALTHEQUITY, INC., AS BORROWER, VARIOUS LENDERS, WELLS FARGO SECURITIES, LLC, GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., RBC CAPITAL MARKETS(1) AND SUNTRUST ROBINSON HUMPHREY,...Credit Agreement • August 30th, 2019 • Healthequity, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of August 30, 2019, among HEALTHEQUITY, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, N.A., as Administrative Agent and the Swing Line Lender, and each L/C Issuer (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2022 • Healthequity, Inc. • Services-business services, nec • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of November 2018, by and between HealthEquity, Inc., a Delaware corporation (the “Company”), and Larry L. Trittschuh (“Executive”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 16th, 2014 • Healthequity Inc • Services-business services, nec • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 2014, and is between HealthEquity, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENTLease Agreement • December 6th, 2018 • Healthequity Inc • Services-business services, nec • Utah
THIS LEASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Lease”) is made and entered into as of this ______ day of September, 2018, by and between BG SCENIC POINT OFFICE 3, L.C., a Utah limited liability company (the “Landlord”), and HEALTHEQUITY, INC., a Delaware corporation (the “Tenant”).
CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT by and between CONDUENT BUSINESS SERVICES, LLC and HEALTHEQUITY, INC. dated as of September 18, 2023Asset Purchase Agreement • September 19th, 2023 • Healthequity, Inc. • Services-business services, nec • Delaware
This CUSTODIAL TRANSFER AND ASSET PURCHASE AGREEMENT, dated as of September 18, 2023 (this “Agreement”), is by and between Conduent Business Services, LLC, a Delaware limited liability company (“Seller”), and HealthEquity, Inc., a Delaware corporation (“Buyer”).
ASSET PURCHASE AGREEMENT by and between THE BANCORP BANK and HEALTHEQUITY, INC.,Asset Purchase Agreement • October 26th, 2015 • Healthequity Inc • Services-business services, nec • Delaware
This ASSET PURCHASE AGREEMENT, dated as of October 23, 2015 (this “Agreement”), is by and between The Bancorp Bank, a Delaware chartered commercial bank (“Seller”), and HealthEquity, Inc., a Delaware corporation (“Buyer”).
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION OF HEALTHEQUITYMerger Agreement • July 9th, 2019 • Healthequity, Inc. • Services-business services, nec
On June 26, 2019, HealthEquity, Inc. (“HealthEquity”, “we”, “us”, “our”), our wholly owned subsidiary Pacific Merger Sub Inc. (“Merger Sub”) and WageWorks, Inc. (“WageWorks”) entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into WageWorks, with WageWorks being the surviving entity and continuing as our wholly owned subsidiary (the “Merger”). The following unaudited pro forma combined condensed financial information of HealthEquity presents the unaudited pro forma combined condensed balance sheet of HealthEquity as of April 30, 2019, and the unaudited pro forma combined condensed statements of operations of HealthEquity for the three months ended April, 2019 and the year ended January 31, 2019.
TEAM MEMBER CONFIDENTIALITY AND NON-COMPETITION AGREEMENTTeam Member Confidentiality and Non-Competition Agreement • June 7th, 2018 • Healthequity Inc • Services-business services, nec • Utah
This TEAM MEMBER CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (this “Agreement”), signed on the dates set forth below to be effective as of April 13, 2018 (“Effective Date”), is entered into by and between HealthEquity, Inc., a Delaware corporation (“Company”), and Angelique Hill, a resident of the state of Utah (“Team Member”). Company and Team Member are referred to collectively herein as the “Parties.”
FOURTH AMENDMENT TO LEASE AGREEMENTLease Agreement • December 6th, 2018 • Healthequity Inc • Services-business services, nec
THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this [___] day of September, 2018 (the “Effective Date”), by and between BG SCENIC POINT OFFICE 2, L.C., a Utah limited liability company (the “Landlord”), and HEALTHEQUITY, INC., a Delaware corporation (the “Tenant”).
AMENDED AND RESTATED ASSET AND UNIT PURCHASE AGREEMENT by and among VIKING ACQUISITION CORP., HEALTHEQUITY, INC., MII LIFE INSURANCE, INCORPORATED D/B/A FURTHER, and AWARE INTEGRATED, INC. Dated September 7, 2021Asset and Unit Purchase Agreement • September 8th, 2021 • Healthequity, Inc. • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED ASSET AND UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of September 7, 2021, is made and entered into by and among HealthEquity, Inc., a Delaware corporation (“Guarantor”), Viking Acquisition Corp., a Delaware corporation (“Buyer”), MII Life Insurance, Incorporated d/b/a Further, a Minnesota corporation (“MII Life”), and Aware Integrated, Inc., a Minnesota nonprofit corporation (“Aware”) (together with MII Life, each a “Seller” and together, “Sellers”). Buyer and Sellers are sometimes each referred to herein individually as a “Party” and collectively as the “Parties.” A list of defined terms used herein is set forth in the attached Annex I.
COMMON STOCK PURCHASE WARRANTS HEALTHEQUITY, INC. Incorporated Under the Laws of the State of DelawareCommon Stock Purchase Warrants • June 10th, 2014 • Healthequity Inc • Services-business services, nec • Delaware
HEALTHEQUITY, INC., a Delaware corporation (the “Company”), for value received, hereby certifies that ____________, or registered assigns (the “Holder”), is the registered owner of the above indicated number of Warrants. One (1) Warrant entitles the Holder to purchase one (1) share of the Company’s common stock, $.0001 par value (the “Common Stock”). The Common Stock issuable upon an exercise of this Warrant is sometimes herein referred to as the “Warrant Stock.”
THE POINTE THE POINTE I DRAPER, UTAH OFFICE LEASE AGREEMENT BETWEEN TP BUILDING I, LLC, a Utah limited liability company (“LANDLORD”) AND HEALTHEQUITY, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • June 10th, 2014 • Healthequity Inc • Services-business services, nec
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of , 2006, by and between TP Building I, LLC, a Utah limited liability company (“Landlord”) and HealthEquity, Inc., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A-1 (Depiction of Premises), Exhibit A-2 (Legal Description), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations) and Exhibit F (Additional Provisions).
Attachment I HealthEquity, Inc. 2024 Equity Incentive Plan Performance-Based Restricted Stock Unit Award AgreementPerformance-Based Restricted Stock Unit Award Agreement • September 3rd, 2024 • Healthequity, Inc. • Services-business services, nec
Pursuant to the Performance-Based Restricted Stock Unit Notice (the “Grant Notice”) and this Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), HealthEquity, Inc. (the “Company”) has granted you a Restricted Stock Unit Award (this “Award”) under its 2024 Equity Incentive Plan, as amended and restated from time to time (the “Plan”), for the target number of Restricted Stock Units indicated in the Grant Notice.
SIXTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 10th, 2014 • Healthequity Inc • Services-business services, nec • Utah
THIS SIXTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is dated, for reference purposes only, March 19, 2014, and is made and entered into by and between TP BUILDING I, LLC, a Utah limited liability company (“Landlord”) and HEALTHEQUITY, INC., a Delaware corporation (“Tenant”).
SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENTLease Agreement • June 8th, 2017 • Healthequity Inc • Services-business services, nec
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT (this “Amendment”) is entered into effective as of the ___ day of May, 2017, by and between BG SCENIC POINT OFFICE 1, L.C., a Utah limited liability company (the “Landlord”), and HEALTHEQUITY, INC., a Delaware corporation (the “Tenant”).
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 1st, 2021 • Healthequity, Inc. • Services-business services, nec • Delaware
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of October 31, 2021 (the “Effective Date”), by and between HealthEquity, Inc., a Delaware corporation (the “Purchaser”), and Evan McCordick, acting in his capacity as the Sellers’ representative (the “Sellers’ Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Purchase Agreement (as defined below).
STOCK PURCHASE AGREEMENT by and among HEALTHEQUITY, INC., THE SELLERS LISTED ON SCHEDULE I and EVAN MCCORDICK,Stock Purchase Agreement • March 8th, 2021 • Healthequity, Inc. • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT, dated as of March 8, 2021 (this “Agreement”), by and among HealthEquity, Inc., a Delaware corporation (the “Purchaser”), each of the shareholders of the Company set forth on Schedule I hereto (each, a “Seller,” and collectively, the “Sellers”) and Evan McCordick, solely in his capacity as the Sellers’ representative (the “Sellers’ Representative”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Healthequity, Inc. • Services-business services, nec • Utah
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of January 2022, by and between HealthEquity, Inc., a Delaware corporation (the “Company”), and Elimelech Rosner (“Executive”).
SEVENTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 31st, 2015 • Healthequity Inc • Services-business services, nec
THIS SEVENTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is dated, for reference purposes only, October 8, 2014, and is made and entered into by and between TP BUILDING I, LLC, a Utah limited liability company (“Landlord”) and HEALTHEQUITY, INC., a Delaware corporation (“Tenant”).
FIFTH AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 10th, 2014 • Healthequity Inc • Services-business services, nec
THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is dated, for reference purposes only, November 15, 2013, and is made and entered into by and between TP BUILDING I, LLC, a Utah Limited liability company (“Landlord”) and HEALTHEQUITY, INC., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • June 10th, 2014 • Healthequity Inc • Services-business services, nec
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is dated, for reference purposes only, August 22, 2012, and is made and entered into by and between TP BUILDING I, LLC, a Utah Limited liability company (“Landlord”) and HEALTHEQUITY, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2023 • Healthequity, Inc. • Services-business services, nec
This Amendment No. 2 to Employment Agreement (this “Amendment”), is made and entered into as of December 31, 2022 (the “Effective Date”), by and between HealthEquity, Inc. a corporation organized under the laws of the State of Delaware (“HealthEquity”), and Larry L. Trittschuh (together with HealthEquity, the “Parties” and each, a “Party”).
TRANSITION, SEPARATION AND RELEASE AGREEMENTTransition, Separation and Release Agreement • June 4th, 2020 • Healthequity, Inc. • Services-business services, nec • Utah
This Transition, Separation and Release Agreement (this “Agreement”), delivered February 13, 2020 (the “Offer Date”), confirms the following understandings and agreements between HealthEquity, Inc. (the “Company”) and Ashley Dreier (hereinafter referred to as “you” or “your”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • June 6th, 2019 • Healthequity Inc • Services-business services, nec • New York
This Amendment No. 1 to Credit Agreement, dated as of March 8, 2019 (this “Amendment”) is among HealthEquity, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms not otherwise defined herein having the definitions provided therefor in the Credit Agreement referenced below.
Personal and Confidential BY ELECTRONIC DELIVERYRetention Bonus Agreement • July 3rd, 2023 • Healthequity, Inc. • Services-business services, nec
This letter follows our prior discussions regarding your transition from employment with HealthEquity, Inc. (together with each of its subsidiaries, the “Company”). Capitalized terms not otherwise defined herein will have the meanings and otherwise be construed in accordance with the terms of that certain Employment Agreement, dated as of June 25, 2020, by and between you and the Company (the “Employment Agreement”).
ASSET PURCHASE AGREEMENT by and among VIKING ACQUISITION CORP., HEALTHEQUITY, INC., and MII LIFE INSURANCE, INCORPORATED D/B/A FURTHER Dated September 7, 2021Asset Purchase Agreement • September 8th, 2021 • Healthequity, Inc. • Services-business services, nec • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of September 7, 2021, is made and entered into by and among HealthEquity, Inc., a Delaware corporation (“Guarantor”), Viking Acquisition Corp., a Delaware corporation (“Buyer”), MII Life Insurance, Incorporated d/b/a Further, a Minnesota corporation (“MII Life” or “Seller”). Buyer and Seller are sometimes each referred to herein individually as a “Party” and collectively as the “Parties.” A list of defined terms used herein is set forth in the attached Annex I.
TERMINATION AGREEMENTTermination Agreement • December 6th, 2021 • Healthequity, Inc. • Services-business services, nec
THIS TERMINATION AGREEMENT (this “Termination Agreement”), effective as of December 3, 2021 (the “Effective Date”), is made and entered into by and between Further Operations, LLC, a Delaware limited liability company (fka Viking Acquisition Corp., a Delaware corporation) and wholly owned subsidiary of HealthEquity, Inc., a Delaware corporation (“Buyer”), and MII Life Insurance, Incorporated d/b/a Further, a Minnesota corporation (“Seller”). Capitalized terms used but not defined herein shall have the same meanings as in that certain VEBA Asset Purchase Agreement (the “VEBA Purchase Agreement”), dated as September 7, 2021 by and among Seller, Buyer, and HealthEquity, Inc.
TEAM MEMBER CONFIDENTIALITY AND INTELLECTUAL PROPERTY TRANSFER AGREEMENTTeam Member Confidentiality and Intellectual Property Transfer Agreement • September 10th, 2015 • Healthequity Inc • Services-business services, nec • Utah
This TEAM MEMBER CONFIDENTIALITY AGREEMENT (“Agreement”), signed on the dates set forth below to be effective as of August 3, 2015 (“Effective Date”), is entered into by and between HealthEquity, Inc., a Delaware corporation (“Company”), and Jon Soldan, a resident of the state of Utah (“Team Member”). Company and Team Member are referred to collectively herein as the “Parties.”
