INDENTURE Dated as of Between HIGHER ONE HOLDINGS, INC., as Company and as Trustee DEBT SECURITIESIndenture • April 4th, 2014 • Higher One Holdings, Inc. • Services-business services, nec • New York
WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to time in one or more series as provided in this Indenture; and
CREDIT AGREEMENT Dated as of October 16, 2012 among HIGHER ONE, INC. as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, and THE LENDERS...Credit Agreement • October 18th, 2012 • Higher One Holdings, Inc. • Services-business services, nec • New York
Higher One Holdings, Inc. Common Stock, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • April 4th, 2014 • Higher One Holdings, Inc. • Services-business services, nec • New York
Certain stockholders, named in Schedule II hereto (the “Selling Stockholders”) of Higher One Holdings, Inc., a Delaware corporation (the “Company”), propose, severally and not jointly and subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares (the “Firm Shares”) of common stock, par value $0.001 per share (“Stock”), of the Company and, at the election of the Underwriters, up to [ ] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
AGREEMENT AND PLAN OF MERGER by and among HIGHER ONE HOLDINGS, INC. WINCHESTER ACQUISITION HOLDINGS CORP. and WINCHESTER ACQUISITION CORP. June 29, 2016Merger Agreement • June 30th, 2016 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2016, is entered into by and among HIGHER ONE HOLDINGS, INC., a Delaware corporation (the “Company”), WINCHESTER ACQUISITION HOLDINGS CORP., a Delaware corporation (“Parent”), and WINCHESTER ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
CREDIT AGREEMENT Dated as of December 31, 2010 among HIGHER ONE, INC., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and Lender, and the Other Lenders Party HeretoCredit Agreement • January 5th, 2011 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
CREDIT AGREEMENT (this “Agreement”) is entered into as of December 31, 2010, among HIGHER ONE, INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders and as the L/C Issuer.
CONTINUING GUARANTYContinuing Guaranty • February 24th, 2011 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS CONTINUING GUARANTY is made as of the 31st day of December, 2010 by HIGHER ONE REAL ESTATE, INC., a Delaware corporation (the “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association having an office at 777 Main Street, Hartford, Connecticut 06115, as Administrative Agent (together with any successor thereto appointed pursuant to Section 9.06 of the Credit Agreement referred to below, “Agent”) for itself and the other Lenders (defined below) which are or may become parties to the Credit Agreement referred to below.
CREDIT AGREEMENT Dated as of August 26, 2008 Among HIGHER ONE, INC., as Borrower BANK OF AMERICA, N.A., as Administrative Agent, and the Other Lenders Party HeretoCredit Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
CREDIT AGREEMENT (this “Agreement”) is entered into as of August 26, 2008, among HIGHER ONE, INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders.
DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • August 9th, 2013 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
THIS DEPOSIT PROCESSING SERVICES AGREEMENT (this "Agreement") is entered into as of this 12th day of July, 2013 ("Effective Date") by and between Customers Bank ("Bank"), a Member of the Federal Reserve System with its principal place of business at 99 Bridge St., Phoenixville, PA 19460, and Higher One, Inc. ("Higher One"), a Delaware corporation with its principal place of business at 115 Munson St., New Haven, Connecticut 06511. Higher One and Bank are hereinafter referred to, collectively, as the "Parties," and individually each as a "Party."1
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 24th, 2011 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
STOCK PLEDGE AGREEMENT, dated as of December 31, 2010, by and between HIGHER ONE HOLDINGS, INC., a Delaware corporation having a place of business located at 25 Science Park, New Haven, Connecticut 06511 (the “Pledgor”), and BANK OF AMERICA, N.A., as Administrative Agent (together with any successor thereto appointed pursuant to Article IX of the Credit Agreement referred to below, the “Agent”) for the benefit of the Lenders (as defined below), having an address at 777 Main Street, Hartford, Connecticut 06115.
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SERVICES AGREEMENTServices Agreement • June 9th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS AGREEMENT (the “Agreement”) is entered into as of this 9th day of May, 2008 (“Effective Date”) by and between The Bancorp, Inc. (“Bancorp”), a Delaware bank holding company and Higher One, Inc. (“Higher One”), a Delaware corporation.
NON QUALIFIED/ INCENTIVE] STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company has adopted and maintains the Higher One Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
FIFTH AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • March 4th, 2013 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
This FIFTH AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT (this "Amendment") is entered into as of November 30, 2012, by and between Higher One, Inc. ("Higher One") and Cole Taylor Bank ("Bank").
INFORMED DECISIONS CORPORATION SERIES A PREFERRED STOCK REPURCHASE AGREEMENTSeries a Preferred Stock Repurchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • California
This Repurchase Agreement (this “Agreement”) is made as of November 19, 2009 by and among Informed Decisions Corporation, a California corporation (the “Company”), and CSWL, Inc. (the “Holder”). Collectively, the Company and the Holder are referred to as the “Parties.”
INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is made as of June 9, 2008 (the “Effective Date”) by and between Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869 (“Seller”), and Higher One, Inc., a Delaware corporation (“Buyer”).
CONFIDENTIAL TREATMENT REQUESTED SEVENTH AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT1Deposit Processing Services Agreement • August 9th, 2013 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
This SEVENTH AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT (this "Amendment") is entered into as of July 12, 2013, by and between Higher One, Inc. ("Higher One") and Cole Taylor Bank ("Bank").
STOCK PURCHASE AGREEMENT by and among the Stockholders listed on the Signature Pages hereto, and Higher One, Inc. November 19, 2009Stock Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT, dated as of November 19, 2009 (this “Agreement”), is entered into by and among Higher One, Inc. a Delaware corporation (“Higher One”) and the stockholders of Informed Decisions Corporation, a California corporation (the “Company”), listed on the signature pages hereto (the “Stockholders”). Capitalized terms used herein have the meanings ascribed to them in the sections cross-referenced in Article VI below.
April 20, 2015 Christopher Wolf c/o Higher One Holdings, Inc. New Haven, CT 06511 Dear Christopher:Severance Agreement • May 11th, 2015 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
This letter, when countersigned by you, will confirm our agreement as to certain severance payments and other matters which you may be entitled to receive from Higher One Holdings, Inc. (the “Company”) in accordance with the terms and conditions of this letter agreement (this “Agreement”). This Agreement shall be effective as of April 20, 2015 (the “Effective Date”) once executed by the parties hereto and shall amend and restate the severance protection agreement dated January 14, 2014, entered into between the parties.
TERMINATION TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 23rd, 2011 • Higher One Holdings, Inc. • Services-business services, nec • New York
This TERMINATION TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated August 22, 2011, is made by and among the parties listed on the signature pages below (the “Parties”).
MASTER REAFFIRMATION AND AMENDMENT NO. 4 TO LOAN DOCUMENTSLoan Agreement • August 7th, 2015 • Higher One Holdings, Inc. • Services-business services, nec • New York
THIS MASTER REAFFIRMATION AND AMENDMENT NO. 4 TO LOAN DOCUMENTS (this “Amendment”) is made as of the 17th day of June, 2015, by and among HIGHER ONE, INC., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders, and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (the “Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement described below.
MASTER SERVICES AGREEMENTMaster Services Agreement • March 15th, 2016 • Higher One Holdings, Inc. • Services-business services, nec • New York
THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made as of ____ __, 2015 (the “Effective Date”), by and between Ubiquity Global Services, Inc., a Delaware corporation, having its principal place of business at 19 West 44th Street, Suite 1104, New York, NY 10036 (“Ubiquity”), and Higher One, Inc., a Delaware corporation, having its principal place of business at 115 Munson Street, New Haven, CT 06511 (“Client”). Ubiquity and Client are sometimes referred to herein individually as a “Party” or together as the “Parties”.
RESTRICTED STOCK UNIT GRANT AGREEMENTRestricted Stock Unit Grant Agreement • September 23rd, 2015 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT (the “Agreement”) is made as of this [●] day of September, 2015 between Higher One Holdings, Inc. (the “Company”) and Marc Sheinbaum (the “Participant”).
Higher One letterhead] January 14, 2014Severance Agreement • January 15th, 2014 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
This letter, when countersigned by you, will confirm our agreement as to certain severance payments which you may be entitled to receive from Higher One Holdings, Inc. (the "Company") in accordance with the terms and conditions of this letter agreement (this "Agreement"). This Agreement shall be effective as of January 14, 2014 (the "Effective Date") once executed by the parties hereto.
EIGHTH AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • February 15th, 2012 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS EIGHTH AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Eighth Amendment”), dated as of December 21, 2011, by and between Kevin Jones, an individual residing at 2747 Paradise Road, Apt 3204, Las Vegas, Nevada 89109 (“Seller”), and Higher One, Inc., a Delaware corporation having a place of business at 25 Science Park, New Haven, Connecticut 06511 (“Buyer”), and, with respect to Sections 2 and 4 below, D. Dean McCormick, III (“McCormick”), an individual, and Douglas Connon, an individual (“Connon”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2014 • Higher One Holdings, Inc. • Services-business services, nec
This AGREEMENT, dated as of April 16, 2014 (the “Agreement”), by and among Higher One Holdings, Inc. (the “Company”) and Marc Sheinbaum (the “Executive”).
THIRD AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • March 4th, 2013 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
This THIRD AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT (this "Amendment") is entered into as of July 26, 2012, by and between Higher One, Inc. ("Higher One") and Cole Taylor Bank ("Bank").
FOURTH AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • February 24th, 2011 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS FOURTH AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Fourth Amendment”), dated as of December 10, 2010, by and between Kevin Jones, an individual residing at 2747 Paradise Road, Apt 3204, Las Vegas, Nevada 89109 (“Seller”), and Higher One, Inc., a Delaware corporation having a place of business at 25 Science Park, New Haven, Connecticut 06511 (“Buyer”), and, with respect to Sections 2 and 4 below, D. Dean McCormick, III (“McCormick”), an individual, and Douglas Connon, an individual (“Connon”).
HIGHER ONE, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 9, 2008, by and among Higher One, Inc., a Delaware corporation (“Buyer”), EduCard, LLC, a Nevada limited liability company (“Seller”), Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869, Michael Mattos, an individual residing at 26895 Aliso Creek 287-B, Aliso Viejo, CA 92656 and Ben Chillemi, an individual residing at 713 Azor, San Clemente, CA 92673, each of whom is a member of Seller (collectively, the “Members”). Each of Buyer, Seller and the Members are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT between HIGHER ONE, INC. and CL NEWCO, INC. dated as of October 14, 2015Asset Purchase Agreement • March 15th, 2016 • Higher One Holdings, Inc. • Services-business services, nec • New York
This Asset Purchase Agreement (this “Agreement”), dated as of October 14, 2015, is entered into between Higher One, Inc., a Delaware corporation (“Seller”) and CL NewCo, Inc., a Delaware corporation (“Buyer”).
AMENDMENT NO. 1 TO MARINA VILLAGE FULL SERVICE OFFICE LEASEMarina Village Full Service Office Lease • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec
THIS AMENDMENT NO. 1 TO MARINA VILLAGE FULL SERVICE OFFICE LEASE (this “First Amendment”) is made and entered into as of March 31, 2010, by and between LEGACY PARTNERS I ALAMEDA, LLC, a Delaware limited liability company (“Landlord”), and HIGHER ONE PAYMENTS, INC., a California corporation, f/k/a Informed Decisions Corporation (“Tenant”).
HIGHER ONE HOLDINGS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT July 23, 2008Series E Preferred Stock Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • New York
THIS AGREEMENT dated as of July 23, 2008, among Higher One Holdings, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), Bulldog One, LLC, a Delaware limited liability company (the “Purchaser”), and, solely for purposes of Article III and Article VIII below, Higher One, Inc., a Delaware corporation (“HOI”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of August 26, 2008 by and among (i) Higher One Holdings, Inc., a Delaware corporation (the “Company”); (ii) the persons listed on Exhibit A hereto (the “Founders”), the entity listed on Exhibit A-1 hereto (“Sachem Ventures”) and the persons listed on Exhibit A-2 hereto (the “Key Holders,” and together with the Founders and Sachem Ventures, the “Common Stockholders”); (iii) the persons and entities listed on Exhibit B hereto (the “Series A Investors”); (iv) the persons and entities listed on Exhibit C hereto (the “Series B Investors”); (iv) the persons and entities listed on Exhibit D hereto (the “Series C Investors”); (v) the persons and entities listed on Exhibit E hereto (the “Series C-1 Investors”); (vi) the persons and entities listed on Exhibit F hereto (the “Series D Investors”); and (vii) the entities listed on Exhibit G hereto (the “Series E Investors”).
SECOND AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS SECOND AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Second Amendment”), dated as of August 21, 2009, by and between Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869 (“Seller”) and Higher One, Inc., a Delaware corporation having a place of business at 25 Science Park, New Haven, Connecticut 06511 (“Buyer”).
FIRST AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENTDeposit Processing Services Agreement • March 4th, 2013 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
This FIRST AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT (this "Amendment") is entered into as of May 3, 2012 by and between Higher One, Inc. ("Higher One") and Cole Taylor Bank ("Bank").
THIRD AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • February 24th, 2011 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS THIRD AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Third Amendment”), dated as of May 12, 2010, by and between Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869 (“Seller”) and Higher One, Inc., a Delaware corporation having a place of business at 25 Science Park, New Haven, Connecticut 06511 (“Buyer”).
