Phreesia, Inc. 4,500,000 Shares of Common Stock Underwriting AgreementPhreesia, Inc. • April 12th, 2021 • Services-business services, nec • New York
Phreesia, Inc., a Delaware corporation (the “Company”) proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,500,000 shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 675,000 shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
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.
PHREESIA, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTIndemnification 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”).
THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2021 • Phreesia, Inc. • Services-business services, nec • New York
This Third Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Thomas Altier (the “Executive”) and is effective as of May 1, 2021.
Phreesia, Inc. [ ● ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 10th, 2019 • Phreesia, Inc. • Services-business services, nec • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of Phreesia, Inc., a Delaware corporation (the “Company”) propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] shares of common stock, par value $0.01 per share, of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ● ] shares of common stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 11th, 2020 • Phreesia, Inc. • Services-business services, nec • Delaware
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 5, 2020 (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:
death. (a) Death. The Executive’s employment hereunder shall terminate upon (b) Disability. The Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s then...Employment Agreement • March 22nd, 2023 • Phreesia, Inc. • Services-business services, nec • New York
ContractCredit Agreement • December 5th, 2023 • Phreesia, Inc. • Services-business services, nec • New York
ContractEmployment Agreement • June 1st, 2023 • Phreesia, Inc. • Services-business services, nec • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended And • June 4th, 2021 • 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 David Linetsky (the “Executive”) and is effective as of February 1, 2021.
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 21st, 2019 • 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”).
ContractPhreesia, Inc. • June 21st, 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.
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”).
ContractPhreesia, Inc. • June 21st, 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.
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. PARTNER AGREEMENTPartner Agreement • May 28th, 2019 • Phreesia, Inc. • Services-business services, nec • Massachusetts
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. ASCENSION HEALTH RESOURCE AND SUPPLY MANAGEMENT...Master Software License and Services Agreement • December 10th, 2019 • Phreesia, Inc. • Services-business services, nec
THIS AMENDMENT is made and entered into as of September 30, 2019 (“Amendment Effective Date”), by and between ASCENSION HEALTH RESOURCE AND SUPPLY MANAGEMENT GROUP, LLC (“The Resource Group”) and PHREESIA, INC. (“Supplier”).
This lease made this 15 day of June, 2016.Lease • May 28th, 2019 • Phreesia, Inc. • Services-business services, nec • Ontario
BETWEEN: Elk Property Management Limited, in its authorized capacity as Property Manager for PBX Properties Ltd. and Hines Road Inc.
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”).
FIRST LOAN MODIFICATION AGREEMENT This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 28, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at...First Loan Modification Agreement • March 30th, 2022 • Phreesia, Inc. • Services-business services, nec
FIRST AMENDMENT TO THE STRATEGIC ALLIANCE AGREEMENT This First Amendment to the Strategic Alliance Agreement (this “First Amendment”) is entered into as of July 1, 2020 (the “First Amendment Effective Date”), by and between Phreesia, Inc., a Delaware...The Strategic Alliance Agreement • September 9th, 2020 • Phreesia, Inc. • Services-business services, nec
FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENTFourth Amended And • June 3rd, 2022 • Phreesia, Inc. • Services-business services, nec • New York
This Fourth Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Thomas Altier (the “Executive”) and is effective as of February 1, 2022.
ContractPhreesia, Inc. • June 21st, 2019 • 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.
LEASE MODIFICATION AGREEMENT NO. 2Lease Modification Agreement • December 10th, 2019 • Phreesia, Inc. • Services-business services, nec
THIS LEASE MODIFICATION AGREEMENT NO. 2 (this “Agreement”) is made and entered into as of the 22d day of October, 2019, by and between Phoenix Limited Partnership of Raleigh, a Delaware limited partnership (“Landlord”), and Phreesia, Inc., a Delaware corporation (“Tenant”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE PHREESIA, INC.Non-Qualified Stock Option Agreement • July 13th, 2023 • Phreesia, Inc. • Services-business services, nec
Pursuant to the Phreesia, Inc. 2023 Inducement Award Plan (the “Plan”), Phreesia, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is being granted as a material inducement for the Optionee to accept employment with the Company or a Subsidiary. This Stock Option is not an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
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:
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE PHREESIA, INC.Restricted Stock Unit Award Agreement • July 13th, 2023 • Phreesia, Inc. • Services-business services, nec
Pursuant to the Phreesia, Inc. 2023 Inducement Award Plan (the “Plan”), Phreesia, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above as a material inducement for the Grantee to accept employment with the Company or a Subsidiary. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company.
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.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTSecond Amended And • May 4th, 2021 • Phreesia, Inc. • Services-business services, nec • New York
This Second Amended and Restated Employment Agreement (“Agreement”) is made between Phreesia, Inc., a Delaware corporation (the “Company”), and Randy Rasmussen (the “Executive”) and is effective as of May 1, 2021.
CONFIDENTIAL TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Transition and Separation Agreement and General Release • March 15th, 2024 • Phreesia, Inc. • Services-business services, nec
This Transition and Separation Agreement and General Release (hereafter, the “TSA” or “Transition and Separation Agreement”) is entered into by and between Phreesia, Inc. and its affiliates, subsidiaries, shareholders, predecessors, successors, directors, and officers (collectively “Phreesia” or the “Company”) and Michael Davidoff (hereafter “Davidoff” or “You”) on December 1, 2023. The Transition and Separation Agreement will establish a mutually satisfactory arrangement for ending your employment relationship, to permit you to receive severance pay benefits and to release the Company from any claims.
