ContractPhreesia, Inc. • June 17th, 2019 • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE STOCK Company: Phreesia, Inc. Number of Shares: 336,280 Class of Stock: Senior Preferred Stock (the “Preferred Stock”) Initial Exercise Price: $3.00 per share Issue Date: November 7, 2016 Expiration Date: November 7, 2026Phreesia, Inc. • June 17th, 2019 • Services-business services, nec • Delaware
This WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, ORIX Finance Equity Investors, LP, a Delaware limited partnership (together with any successor or permitted assignee or transferee of this Warrant or any shares issued upon exercise hereof, “Holder”), is entitled to purchase the number of fully paid and nonassessable shares of the Preferred Stock (or such other securities issuable as set forth in Section 2.2 hereof, the “Shares”) of Phreesia, Inc., a Delaware corporation (the “Company”), at the initial exercise price per Share (the “Warrant Price”) set forth above, as constituted on the date hereof and as adjusted pursuant to the other terms of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant is being issued pursuant to a Loan and Security Agreement between the Company, ORIX Growth Capital, LLC, a Delaware limited liability company (“ORIX”), Escalate Capital Partners SBIC III, LP (“E
BOARD CHAIRMAN AGREEMENTBoard Chairman Agreement • June 17th, 2019 • Phreesia, Inc. • Services-business services, nec • New York
This Board Chairman Agreement (the “Agreement”) is entered into on December 2018 by and between Michael Weintraub (the “Chairman”) and Phreesia, Inc., a Delaware corporation (the “Company”) (together the “Parties,” and each individually, a “Party”).
PHREESIA, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT October 27, 2017Investor Rights Agreement • June 17th, 2019 • Phreesia, Inc. • Services-business services, nec • New York
This Agreement, dated as of October 27, 2017 is entered into by and among Phreesia, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached hereto (the “Purchasers”).
