AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • New York
This Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is effective immediately prior to the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Employee Confidentiality and Assignment Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
PHREESIA, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 2019 by and between Phreesia, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • New York
This Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Evan Roberts (the “Executive”) and is effective immediately prior to the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Employee Confidentiality and Assignment Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated June 21, 2006 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
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, 2026Warrant Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • Delaware
This WARRANT CERTIFIES THAT, for value received, receipt of which is hereby acknowledged, Escalate Capital Partners SBIC III, 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, L
BOARD CHAIRMAN AGREEMENTBoard Chairman Agreement • June 21st, 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”).
ContractWarrant Agreement • June 21st, 2019 • Phreesia, Inc. • 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.
ContractWarrant Agreement • June 21st, 2019 • Phreesia, Inc. • 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.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. MASTER SOFTWARE LICENSE AND SERVICES AGREEMENTMaster Software License and Services Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec
This Master Software License and Services Agreement (the “Agreement”) is entered into as of the 31st day of March, 2015 (“Effective Date”), by and between Ascension Health Resource and Supply Management Group, LLC, a Missouri limited liability company having its principal place of business at 11775 Borman Drive, Suite 340, St. Louis, Missouri 63146 (“The Resource Group”), and Phreesia, Inc., a Delaware corporation with a principal place of business at 432 Park Avenue South, New York, New York 10016 (hereinafter referred to as “Licensor” or “Phreesia”).
ContractWarrant Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • Massachusetts
THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, IS OBTAINED TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. STRATEGIC ALLIANCE AGREEMENTStrategic Alliance Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • Illinois
This Strategic Alliance Agreement (this “Agreement”), effective as of December 10, 2015 (the “Effective Date”), is by and between Allscripts Healthcare, LLC, a North Carolina limited liability company (“Allscripts”) on behalf of itself and its Affiliates and Phreesia, Inc., a Delaware corporation (the “Company” or “Phreesia”). Allscripts and the Company are sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec
TIDS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 28, 2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and PHREESIA, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2019 • Phreesia, Inc. • Services-business services, nec • Ontario
This Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Daniel Nathan (the “Executive”) and is effective immediately prior to the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Employee Confidentiality and Assignment Agreement and the Equity Documents (defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the offer letter between the Executive and the Company dated March 5, 2007 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
