CONTINUING GUARANTYContinuing Guaranty • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS CONTINUING GUARANTY is made as of the 26th day of August, 2008 by HIGHER ONE MACHINES, INC., a Delaware corporation (the “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association having an office at 777 Main Street, Hartford, Connecticut 06115, as Administrative Agent (together with any successor thereto appointed pursuant to Section 9.06 of the Credit Agreement referred to below, “Agent”) for itself and the other Lenders (defined below) which are or may become parties to the Credit Agreement referred to below.
CREDIT AGREEMENT Dated as of August 26, 2008 Among HIGHER ONE, INC., as Borrower BANK OF AMERICA, N.A., as Administrative Agent, and the Other Lenders Party HeretoCredit Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
CREDIT AGREEMENT (this “Agreement”) is entered into as of August 26, 2008, among HIGHER ONE, INC., a Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
STOCK PLEDGE AGREEMENT, dated as of August 26, 2008, by and between HIGHER ONE, INC., a Delaware corporation having a place of business located at 25 Science Park, New Haven, Connecticut 06511 (the “Pledgor”), and BANK OF AMERICA, N.A., as Agent (together with any successor thereto appointed pursuant to Article IX of the Credit Agreement referred to below, the “Agent”) for the benefit of the Lenders (as defined below), having an address at 777 Main Street, Hartford, Connecticut 06115.
INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Agreement”) is made as of June 9, 2008 (the “Effective Date”) by and between Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869 (“Seller”), and Higher One, Inc., a Delaware corporation (“Buyer”).
STOCK PURCHASE AGREEMENT by and among the Stockholders listed on the Signature Pages hereto, and Higher One, Inc. November 19, 2009Stock Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT, dated as of November 19, 2009 (this “Agreement”), is entered into by and among Higher One, Inc. a Delaware corporation (“Higher One”) and the stockholders of Informed Decisions Corporation, a California corporation (the “Company”), listed on the signature pages hereto (the “Stockholders”). Capitalized terms used herein have the meanings ascribed to them in the sections cross-referenced in Article VI below.
INFORMED DECISIONS CORPORATION SERIES A PREFERRED STOCK REPURCHASE AGREEMENTInformed Decisions • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • California
This Repurchase Agreement (this “Agreement”) is made as of November 19, 2009 by and among Informed Decisions Corporation, a California corporation (the “Company”), and CSWL, Inc. (the “Holder”). Collectively, the Company and the Holder are referred to as the “Parties.”
Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. SERVICES AGREEMENTEscrow Agreement • May 6th, 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.
NON QUALIFIED/ INCENTIVE] STOCK OPTION GRANT AGREEMENTNon Qualified/ Incentive • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company has adopted and maintains the Higher One Holdings, Inc. 2010 Equity Incentive Plan (the “Plan”) to promote the interests of the Company and its shareholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and
HIGHER ONE, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 9, 2008, by and among Higher One, Inc., a Delaware corporation (“Buyer”), EduCard, LLC, a Nevada limited liability company (“Seller”), Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869, Michael Mattos, an individual residing at 26895 Aliso Creek 287-B, Aliso Viejo, CA 92656 and Ben Chillemi, an individual residing at 713 Azor, San Clemente, CA 92673, each of whom is a member of Seller (collectively, the “Members”). Each of Buyer, Seller and the Members are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO MARINA VILLAGE FULL SERVICE OFFICE LEASEService Office Lease • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec
THIS AMENDMENT NO. 1 TO MARINA VILLAGE FULL SERVICE OFFICE LEASE (this “First Amendment”) is made and entered into as of March 31, 2010, by and between LEGACY PARTNERS I ALAMEDA, LLC, a Delaware limited liability company (“Landlord”), and HIGHER ONE PAYMENTS, INC., a California corporation, f/k/a Informed Decisions Corporation (“Tenant”).
HIGHER ONE HOLDINGS, INC. SERIES E PREFERRED STOCK PURCHASE AGREEMENT July 23, 2008Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • New York
THIS AGREEMENT dated as of July 23, 2008, among Higher One Holdings, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), Bulldog One, LLC, a Delaware limited liability company (the “Purchaser”), and, solely for purposes of Article III and Article VIII below, Higher One, Inc., a Delaware corporation (“HOI”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of August 26, 2008 by and among (i) Higher One Holdings, Inc., a Delaware corporation (the “Company”); (ii) the persons listed on Exhibit A hereto (the “Founders”), the entity listed on Exhibit A-1 hereto (“Sachem Ventures”) and the persons listed on Exhibit A-2 hereto (the “Key Holders,” and together with the Founders and Sachem Ventures, the “Common Stockholders”); (iii) the persons and entities listed on Exhibit B hereto (the “Series A Investors”); (iv) the persons and entities listed on Exhibit C hereto (the “Series B Investors”); (iv) the persons and entities listed on Exhibit D hereto (the “Series C Investors”); (v) the persons and entities listed on Exhibit E hereto (the “Series C-1 Investors”); (vi) the persons and entities listed on Exhibit F hereto (the “Series D Investors”); and (vii) the entities listed on Exhibit G hereto (the “Series E Investors”).
SECOND AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS SECOND AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “Second Amendment”), dated as of August 21, 2009, by and between Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869 (“Seller”) and Higher One, Inc., a Delaware corporation having a place of business at 25 Science Park, New Haven, Connecticut 06511 (“Buyer”).
HIGHER ONE, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
HIGHER ONE, INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec
This Stock Restriction Agreement (this “Agreement”) is made as of this day of , 2000, by and between Higher One, Inc. (the “Company”), a Delaware corporation, and (“Purchaser”).
MASTER REAFFIRMATION AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec
AMENDMENT NO. 2 TO LEASELease • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec
THIS AMENDMENT NO. 2 TO LEASE (this “Amendment”) is made and entered into as of the Effective Date (as defined below) between Landlord and Tenant named below:
MASTER REAFFIRMATION AND AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec
THIS MASTER REAFFIRMATION AND AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”) is made this 19th day of November, 2009, by and among HIGHER ONE, INC., a Delaware corporation (“Borrower”), HIGHER ONE HOLDINGS, INC., a Delaware corporation (“Holdings”), HIGHER ONE MACHINES, INC., a Delaware corporation (“Machines”), INFORMED DECISIONS CORPORATION, a California corporation and a wholly-owned subsidiary of Borrower (d/b/a CASHNet) (“CASHNet”, and together with Holdings and Machines, the “Guarantors”, and the Guarantors collectively with the Borrower, the “Obligors”), BANK OF AMERICA, N.A., a national banking association (“Bank of America”), WEBSTER BANK, NATIONAL ASSOCIATION, a national banking association (“Webster”, and together with Bank of America, collectively, the “Lenders”, and each individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (“Agent”).
LEASE AGREEMENT BETWEEN WE 150 MUNSON LLC (“LANDLORD”) AND HIGHER ONE, INC (“TENANT”)Lease Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
This Lease Agreement (the “Lease”) is made and entered into as of November 1, 2007, by and between WE 150 MUNSON LLC, a Delaware limited liability company (“Landlord”) and HIGHER ONE, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENTIntellectual Property Purchase Agreement • May 6th, 2010 • Higher One Holdings, Inc. • Services-business services, nec • Connecticut
THIS FIRST AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT (this “First Amendment”), dated as of May 7, 2009, by and between Kevin Jones, an individual residing at 752 Rodeo Circle, Orange, CA 92869 (“Seller”) and Higher One, Inc., a Delaware corporation having a place of business at 25 Science Park, New Haven, Connecticut 06511 (“Buyer”).
