0001158863-15-000004 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec • California

This 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.

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THIRD AMENDMENT TO OFFIC E LEASE AGREEMENT
Offic E Lease Agreement • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec

THIS 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

LEASE
Wageworks, Inc. • February 26th, 2015 • Services-business services, nec

By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, and the Building is depicted on the site plan attached hereto as Exhibit A-1 . The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

LEASE AMENDMENT NO. 2
Wageworks, Inc. • February 26th, 2015 • Services-business services, nec

THIS LEASE AMENDMENT NO. 2 (this "Amendment") is made and entered into as of October 20, 2005 (the "Effective Date"), by and between Corporate Center Phase II Limited Pa1inership, a Delaware limited partnership ("Landlord"), and Conexis Benefits Administrators, L.P., a Texas limited partnership ("Tenant"). All terms used herein and not otherwise defined shall have the meanings given to them in the hereinafter recited Lease.

LEASE AGREEMENT LIBERTY PROPERTY LIMITED PARTNERSHIP Landlord AND WAGEWORKS, INC. Tenant AT
Lease Agreement • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec

THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”) and WAGEWORKS, INC., a Delaware corporation (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant (the “Effective Date”).

LEASE AMENDMENT NO. 1
Wageworks, Inc. • February 26th, 2015 • Services-business services, nec

THIS LEASE AMENDMENT NO. 1 (this "Amendment'') is made and entered into as of December 1, 2004 (the "Effective Date"), by and between Corporate Center Phase II Limited Partnership, a Delaware limited partnership ("Landlord"), and Conexis Benefits Administrators, L.P., a Texas limited partnership ("Tenant"). All terms used herein and not otherwise defined shall have the meanings given to them in the hereinafter recited Lease.

ASSIGNMENT AND ASSUMPTION OF LEASE
Assignment and Assumption of Lease • February 26th, 2015 • Wageworks, Inc. • Services-business services, nec

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment"), is effective as of August 1, 2014, by and among CONEXIS Benefits Administrators, LP, a Texas limited partnership ("Assignor"), WageWorks, Inc., a Delaware corporation ("Assignee") and Word & Brown Insurance Administrators, Inc., a California corporation ("Seller Parent"). Assignor, Assignee and Seller Parent are referred to collectively herein as the "Parties". All capitalized terms used in this Assignment and not otherwise defined herein shall have the respective meanings ascribed to them in the Asset Purchase Agreement entered into as of July 31, 2014 by and among Assignee, Assignor and Seller Parent (the "Purchase Agreement") .

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