AMENDED AND RESTATED WARRANT TO PURCHASE SHARES OF SERIES E-1 PREFERRED STOCK of WAGEWORKS, INC. Dated as of December 28, 2009, amended and restated as of July 30, 2010 Void after the date specified in Section 8Wageworks, Inc. • April 25th, 2011 • Delaware
THIS CERTIFIES THAT, for value received, [—], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from WageWorks, Inc., a Delaware corporation (the “Company”), [—] shares of the Company’s Series E-1 Preferred Stock, par value $0.001 per share (the “Shares”), at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of December 28, 2009, as amended, by and among the Company and the purchasers described therein (the “Purchase Agreement”). This Warrant is one of a series of warrants referred to as the “Warrants” in the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Convertib
ASSIGNMENT AND ASSUMPTION OF LEASEAssignment and Assumption of Lease • April 25th, 2011 • Wageworks, Inc. • Wisconsin
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is entered into as of this 16th day of May, 2005, by and between HCAP STRATEGIES, INC., a Wisconsin corporation (“Assignor”), and WAGEWORKS, INC., a Delaware corporation (“Assignee”).
OFFICE LEASE BETWEEN REVERE CORPORATE CENTER, L.L.C., a Colorado limited liability company (“LANDLORD”) AND PLANNED BENEFIT SYSTEMS, INC. a Colorado corporation (“TENANT”) DATE OF LEASE: May 3, 2006 BUILDING: REVERE CORPORATE CENTEROffice Lease Agreement • April 25th, 2011 • Wageworks, Inc.
This Office Lease Agreement (the “Lease”), made and entered into on this 3rd day of May, 2006 between REVERE CORPORATE CENTER, L.L.C., a Colorado limited liability company (“Landlord”) and PLANNED BENEFIT SYSTEMS, INC., a Colorado corporation (“Tenant”).
San Mateo Office Lease SUBLEASE AGREEMENT BETWEEN ORACLE USA, INC. AND WAGEWORKS, INC. SAN MATEO, CALIFORNIA Portion of Fourth (4th) and First (1st) FloorsOffice Lease • April 25th, 2011 • Wageworks, Inc. • California
THIS SUBLEASE (“Sublease”) is entered into as of September 13, 2006, by and between ORACLE USA, INC., a Colorado corporation (“Sublandlord”) and WAGEWORKS, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
SECOND AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
The Schedule shown above is reflecting that the initial six (6) months following the Completion Date shall be free for the Additional Premises.
AMENDMENT TO COMMERCIAL BUILDING LEASECommercial Building Lease • April 25th, 2011 • Wageworks, Inc.
THIS AGREEMENT made this 8th day of September, 2005, by and between Applied Buildings, LLC, hereinafter referred to as “Lessor”, and Wageworks, Inc., hereinafter referred to as “Tenant”.
WAGEWORKS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 22, 2005Wageworks • April 25th, 2011 • Wageworks, Inc. • Delaware
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of December 22, 2005 by and between WageWorks, Inc., a Delaware corporation (the “Company”), the Holders (as defined below) listed on Schedule A hereto and, as to certain sections hereof, the founders listed on Schedule B hereto (each a “Founder” and together the “Founders”).
FIRST AMENDMENT TO SUBLEASESublease • April 25th, 2011 • Wageworks, Inc.
THIS FIRST AMENDMENT TO SUBLEASE (“First Amendment”) is entered into as of October 30, 2006 by and between Oracle USA, Inc., a Colorado corporation (“Sublandlord”) and Wageworks, Inc., a Delaware corporation (“Subtenant”), with reference to the following facts:
SECOND AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
THIS SECOND AMENDMENT TO LEASE dated August 12, 2008 for reference purposes is to be attached to and made a part of the Lease Agreement (“Lease”) dated February 8, 2008, and as amended by FIRST AMENDMENT TO LEASE dated April 30 2008 by and between BK PINNACLE IV, LLC, a Kansas limited liability company and BK PROPERTIES, LLC, a Missouri limited liability company, as tenants in common (“Lessor”), and MHM RESOURCES, LLC, a Delaware Limited Liability Corporation (a wholly owned subsidiary of Wage Works, Inc., a Delaware Corporation) hereinafter referred to as (“Lessee”).
FIRST AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
THIS FIRST AMENDMENT TO LEASE dated April 30th, 2008 for reference purposes is to be attached to and made a part of the Lease Agreement (“Lease”) dated February 8, 2008 by and between BK- PINNACLE IV, LLC, a Kansas Limited Liability Company and BK PROPERTIES, LLC, a Missouri Limited Liability Company, as tenants in common, hereinafter referred to as (“Lessor”) and MHM RESOURCES, LLC, a Delaware Limited Liability Corporation (a wholly owned subsidiary of Wage Works, Inc., a Delaware Corporation) hereinafter referred to as (“Lessee”).
Lease THE RESERVE AT PAPAGO PARK CENTER TEMPE, ARIZONA Between WAGEWORKS, INC. (Tenant) and CHAMBERLAIN DEVELOPMENT, L.L.C. (Landlord)Lease • April 25th, 2011 • Wageworks, Inc.
THIS LEASE (the “Lease”) is made as of July 23, 2007 between CHAMBERLAIN DEVELOPMENT, L.L.C., an Arizona limited liability company (the “Landlord”) and the Tenant as named in the Schedule below. The term “Project” means the office building (the ‘“Building”) known as “The Reserve at Papago Park Center”, the adjacent driveway and parking facilities and the land (the “Land”) located at 1050 West Washington, Tempe, Arizona 85281. “Premises” means that part of the Project leased to Tenant described in the Schedule and outlined on Appendix A.
Obligor Number: COMMERCIAL CREDIT AGREEMENT Borrower Name: WAGEWORKS, INC.Intellectual Property Security Agreement • April 25th, 2011 • Wageworks, Inc. • California
THIS COMMERCIAL CREDIT AGREEMENT (this “Agreement”) is entered into as of August 31, 2010 (the “Closing Date”) between WAGEWORKS, INC., a Delaware corporation (“Borrower”) and UNION BANK, N.A. (“Bank”) with respect to each and every loan or other extension of credit simultaneously or hereafter made or to be made available by Bank to Borrower under this Agreement that is not secured by real property and that is not subject to any consumer disclosure law or regulation (whether one or more, collectively referred to herein as the “Loan”).
AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFIT AGREEMENTExecutive Severance Benefit Agreement • April 25th, 2011 • Wageworks, Inc. • California
THIS AMENDED AND RESTATED AGREEMENT is entered into by and between WageWorks, Inc., a Delaware corporation (the “Corporation”), and (the “Executive”), effective (the “Effective Date”).
PINNACLE CORPORATE CENTRE IV STANDARD OFFICE LEASE Suite #300Office Lease • April 25th, 2011 • Wageworks, Inc. • Kansas
This Lease is made this 8 day of February, 2008, by and between BK Pinnacle IV, LLC, a Kansas limited liability company and BK Properties, LLC, a Missouri limited liability company, as tenants in common, referred to hereinafter as “Lessor” and MHM Resources, LLC, a Delaware Limited Liability Company (a wholly owned subsidiary of Wage Works, Inc., a Delaware Corporation) hereinafter referred to as “Lessee”.
AMENDMENT NO. 2 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 25th, 2011 • Wageworks, Inc. • Delaware
This Amendment No. 2 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement, dated as of December 22, 2005, as amended on December 28, 2009 (the “Agreement”), is made and entered into by and among WageWorks, Inc., a Delaware corporation (the “Company”), and the undersigned parties to the Agreement as of the 30th day of July, 2010. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.
AMENDMENT TO LEASE AGREEMENTLease Agreement • April 25th, 2011 • Wageworks, Inc.
This Amendment is made and entered into this 6 day of October, 2008 by and between Revere Corporate Center, LLC, a Colorado limited liability company, (“Landlord”) and Planned Benefits Systems, Inc., a Colorado corporation (‘Tenant”), covering premises in the building known as Revere Corporate Center (the “Building”) located at 6377 S. Revere Pkwy., Ste 400, Centennial, Colorado 80111.
FIRST AMENDMENT TO LEASELease • April 25th, 2011 • Wageworks, Inc.
THIS AMENDMENT TO LEASE (“First Amendment”) is made and entered into this 24 day of May, 2010, by and between Phoenix Investors #25, L.L.C., an Arizona limited liability company (“Landlord”), and WageWorks, Inc., a Delaware corporation (“Tenant”) and is amended as follows.
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • April 25th, 2011 • Wageworks, Inc. • Delaware
This Amendment No. 1 (the “Amendment”) to the Amended and Restated Investors’ Rights Agreement (the “Agreement”), dated as of December 22, 2005, is made and entered into by and among WageWorks, Inc., a Delaware corporation (the “Company”), and the undersigned parties to the Agreement as of the 28th day of December, 2009. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Agreement.
ContractWageworks, Inc. • April 25th, 2011 • Delaware
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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
COMMERCIAL BUILDING LEASECommercial Building Lease • April 25th, 2011 • Wageworks, Inc.
THIS AGREEMENT, entered into and executed this 17 day of December, 2004, by and between Applied Buildings, LLC, hereinafter referred to as the “Lessor” and HCAP Strategies, Inc., a Wisconsin corporation, hereinafter referred to as the “Tenant”.
