FIFTH AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Exhibit 2.8

FIFTH AMENDMENT TO

INTELLECTUAL PROPERTY PURCHASE AGREEMENT

THIS FIFTH AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Fifth Amendment”), dated as of February 3, 2011, by and between Xxxxx Xxxxx, an individual residing at 0000 Xxxxxxxx Xxxx, Xxx 0000, Xxx Xxxxx, Xxxxxx 00000 (“Seller”), and Higher One, Inc., a Delaware corporation having a place of business at 00 Xxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxxx 00000 (“Buyer”), and, with respect to Sections 2 and 4 below, D. Xxxx XxXxxxxxx, III (“XxXxxxxxx”), an individual, and Xxxxxxx Xxxxxx, an individual (“Xxxxxx”).

RECITALS:

WHEREAS, Seller and Buyer are parties to that certain Intellectual Property Purchase Agreement, dated as of June 9, 2008 as amended by that certain First Amendment to Intellectual Property Agreement, dated as of May 1, 2009, that certain Second Amendment to Intellectual Property Agreement, dated as of August 21, 2009, that certain Third Amendment to Intellectual Property Agreement, dated as of May 12, 2010, and that certain Fourth Amendment to Intellectual Property Agreement, dated December 10, 2010 (collectively, the “IP Purchase Agreement”); and WHEREAS, pursuant to the IP Purchase Agreement, one million (1,000,000) shares of the Buyer’s common stock, $0.001 par value per share, were issued to Seller as consideration for the Intellectual Property and, thereafter, such shares have been converted into three million (3,000,000) shares of Higher One Holdings, Inc. (“HOHI”) taking into effect the 3-for-1 stock split of common stock of HOHI and the corporate reorganization of Higher One, and a portion thereof have been transferred from Seller to each of XxXxxxxxx and Xxxxxx; and

WHEREAS, prior to the date of this Fifth Amendment, XxXxxxxxx has sold two thousand two hundred twenty-eight (2,228) of the shares referred to in the immediately preceding paragraph and Xxxxx has sold eleven thousand one hundred forty (11,140) of the shares referred to in the immediately preceding paragraph; and

WHEREAS, the parties hereto have agreed to amend the IP Purchase Agreement on the terms set forth herein.

NOW THEREFORE, intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Incorporation by Reference; Defined Terms.

(a) The recitals set forth above are hereby incorporated herein by reference.

(b) Capitalized terms used but not defined herein shall have the meanings given to such terms in the IP Purchase Agreement.

Section 2. Amendments to IP Purchase Agreement.

(a) Section 3.4 of the IP Purchase Agreement is hereby amended and restated in its entirety as follows:

“3.4 Legend to be Placed on Shares.

(a) To ensure that the Shares will be available for delivery upon exercise of the Repurchase Right as herein provided, Buyer and the Shareholders shall ensure that BNY Mellon Shareowner Services (“BNY Mellon”) places a legend on such Shares in book-entry form stating that “Shares subject to an agreement and shall not be sold, transferred or assigned without the release by mutual written consent of the record owner of the shares and the issuer of the shares” (the “Legend”).

(b) Buyer and the Shareholders agree that (i) as of December 10, 2010, a total of 1,282,752 of the Shares (after deducting the 2,228 Shares heretofore sold by XxXxxxxxx and the 11,140 Shares heretofore sold by Xxxxx), comprised of 1,272,019 of the Xxxxx Shares, 4,252 of the XxXxxxxxx Shares, and 6,481 of the Xxxxxx Shares, were not subject to the Repurchase Right and therefore need not have born the Legend and (ii) as of January 25, 2011, a total of 1,302,111 of the Shares (after deducting the 2,228 Shares heretofore sold by XxXxxxxxx and the 11,140 Shares heretofore sold by Xxxxx), comprised of 1,291,185 of the Xxxxx Shares, 4,349 of the XxXxxxxxx Shares, and 6,577 of the Xxxxxx Shares, were not subject to the Repurchase Right and therefore need not have born the Legend , and the Shareholders and Buyer shall provide BNY Mellon with the necessary notice to have the Legend removed from such Shares.

(b) The list of colleges and universities on Exhibit B to the IP Purchase Agreement is hereby amended and restated in its entirety to include each college and university listed on Annex A attached hereto.

Section 3. Effect of this Amendment.

The IP Purchase Agreement is hereby amended in accordance with the terms hereof, and this Fifth Amendment and the IP Purchase Agreement shall hereafter be one agreement and any reference to the IP Purchase Agreement in any document, instruments or agreement shall hereafter mean and include the IP Purchase Agreement as amended hereby. Except as specifically amended hereby, the IP Purchase Agreement is hereby ratified and confirmed and shall remain in full force and effect after the date hereof.

Section 4. Miscellaneous.

(a) Governing Law. This Fifth Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of Connecticut, without regard to its conflict of law principles.

(b) Counterparts. This Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument.

(c) Facsimiles and Email. The parties hereby agree that delivery by facsimile transmission or email of signature pages hereto signed on behalf of the parties hereto shall constitute effective and binding execution and delivery of this Fifth Amendment by such parties.

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(d) Severability. If any provision of this Fifth Amendment, or the application thereof to any party hereto, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Fifth Amendment which can be given effect without the invalid and unenforceable provision or application, and to this end the parties hereto agree that the provisions of this Fifth Amendment are and shall be severable.

(e) Amendment, Waivers, Consents, Etc. Any provision of the IP Purchase Agreement, including but not limited to any provision contained in this Fifth Amendment, may be amended, and the observance of any such provision may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Buyer and Seller, and any such amendment or waiver shall be binding on Buyer, Seller, XxXxxxxxx and Xxxxxx. Further, any consent, approval or instructions given by Seller (including but not limited to any given to BNY Mellon Shareowner Services) pertaining in any way to the IP Purchase Agreement, including but not limited to any consent, approval or instructions relating to the imposition or removal of the Legend from any of the Shares, or in connection with the exercise of the Repurchase Right by Buyer, shall be binding on Seller, XxXxxxxxx and Xxxxxx.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed and delivered this Fifth Amendment as of the date first above written.

SELLER
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
BUYER
HIGHER ONE, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Chief Financial Officer and Treasurer

The undersigned hereby agree to the provisions of Sections 2 and 4 above.

/s/ D. Xxxx XxXxxxxxx, III				/s/ Xxxxxxx Xxxxxx
D. Xxxx XxXxxxxxx, III				Xxxxxxx Xxxxxx

The undersigned hereby agrees to abide by the provisions of the IP Purchase Agreement, as amended by this Fifth Amendment.

HIGHER ONE HOLDINGS, INC.
By:		/s/ Xxxx Xxxxxxx
Name:		Xxxx Xxxxxxx
Title:		Chief Financial Officer and Treasurer

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