Justworks, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • January 4th, 2022 • Justworks, Inc. • Services-prepackaged software • New York
Justworks, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [l] shares and, at the election of the Underwriters, up to [l] additional shares of Class A Common Stock, par value $0.0005 per share (“Class A Common Stock”) of the Company. The aggregate of [l] shares of Class A Common Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [l] additional shares of Class A Common Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 16th, 2021 • Justworks, Inc. • Services-prepackaged software • New York
THIS FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 16th day of January, 2020, by and among Justworks, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 4th, 2022 • Justworks, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of January __, 2022 by and between Justworks, Inc., a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
ContractEnglish Warrant Agreement • December 16th, 2021 • Justworks, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
NEW WATER STREET CORP.,Lease • December 16th, 2021 • Justworks, Inc. • Services-prepackaged software • New York
INDEX OF DEFINED TERMS Definition Where Defined 27th Floor Section 1.01 29th Floor Section 1.01 30th Floor Section 1.01 AAA Section 2.03(i) Acceptance Notice Section 1.05(c) Additional Rent Section 1.01 Additional Space Section 1.04(a) Additional Space Inclusion Date Section 1.04(c) Additional Space Outside Delivery Date Section 1.04(e) Additional Space Rent Commencement Date Section 1.04(a) Adverse Event Section 8.20 Affiliate Section 5.01(c) Alterations Section 4.02(a) Applicable Percentage Section 6.10 Arbiter Section 2.03(i) Assignment Consideration Section 5.05(b) Available Section 1.05(a) Base Operating Amount Section 2.03(a) Base Operating Year Section 1.01 Base Tax Amount Section 2.02(a) Base Tax Year Section 1.01 Benefit Period Section 2.02(g) Broker Section 1.01 Building Recitals Business Days Section 3.02(c) Business Hours Section 3.02(c) Casualty Section 7.05(a) Certificate of Occupancy Section 1.03(b) Code Section 5.04(g) Commencement Date Section 1.01 Control Section 5.01
ContractJustworks, Inc. • December 16th, 2021 • Services-prepackaged software • New York
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.
