Higher One Holdings, Inc. Common Stock, Par Value $0.001 Per Share Underwriting AgreementUnderwriting Agreement • June 9th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • New York
Higher One Holdings, Inc., a Delaware corporation (the “Company”), proposes, 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 [3,103,822] shares of Common Stock, par value $0.001 per share (“Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [11,146,178] shares of Stock and, at the election of the Underwriters, both the Company and the Selling Stockholders propose to sell up to [2,137,500] additional shares of Stock. Each of the aggregate of [14,250,000] shares of Stock to be sold by the Company and the Selling Stockholders is herein called a “Firm Share” and each of the aggregate of [2,137,500] additional shares of Stock to be sold by the Company and the Selling Stockholders is herein called an “Optional Share”. The
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.
