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Exhibit 1.1

 

Execution Version

 

J.P. MORGAN SECURITIES LLC

 

$100,000,000

 

HEALTHEQUITY, INC.

 

4.500% Senior Notes due 2029

 

Purchase Agreement

 

October 4, 2021

 

J.P. Morgan Securities LLC

As Representative of the

several Initial Purchasers listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

 

Ladies and Gentlemen:

 

HealthEquity, Inc., a Delaware corporation
(the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial
Purchasers
”), for whom you are acting as representative (the “Representative”), $100,000,000 principal amount
of its 4.500% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture to
be dated as of October 8, 2021 (the “Indenture“), among the Company, the guarantors listed in Schedule 2 hereto
(the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and
will be guaranteed on an unsecured basis by each of the Guarantors (the “Guarantees”).

 

The Company previously agreed to issue $500,000,000 aggregate principal
amount of 4.500% Senior Notes due 2029 (the “Existing 2029 Securities”) under the Indenture. The Securities will have terms
identical to the Existing 2029 Securities and will be treated as a single series of debt securities for all purposes under the Indenture.

 

 

The Company and the Guarantors hereby confirm their agreement with
the several Initial Purchasers concerning the purchase and resale of the Securities, as follows:

 

1. Offering Memorandum and Transaction Information.

 

The Securities will be sold to the Initial Purchasers without being
registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption therefrom.
The Company and the Guarantors have prepared a preliminary offering memorandum dated October 4, 2021 (the “Preliminary
Offering Memorandum
”) and will prepare an offering memorandum dated the date hereof (the “Offering Memorandum”)
setting forth information concerning the Company, the Guarantors and the Securities. Copies of the Preliminary Offering Memorandum have
been, and copies of the Offering Memorandum will be, delivered by the Company to the Initial Purchasers pursuant to the terms of this
purchase agreement (the “Agreement”). The Company hereby confirms that it has authorized the use of the Preliminary
Offering Memorandum, the other Time of Sale Information (as defined below) and the Offering Memorandum in connection with the offering
and resale of the Securities by the Initial Purchasers in the manner contemplated by this Agreement. Except where expressly stated otherwise
herein, references herein to the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum shall be deemed
to refer to and include any document incorporated by reference therein and any reference to “amend,” “amendment”
or “supplement” with respect to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to
and include any documents filed after such date and incorporated by reference therein. Capitalized terms used but not defined herein
shall have the meanings given to such terms in the Preliminary Offering Memorandum.

 

At or prior to 1 p.m. New York City time
on October 4, 2021, the time when sales of the Securities were first made (the “Time of Sale”), the Company had
prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Offering Memorandum,
as supplemented and amended by the written communications listed on Annex A hereto.

 

The Company intends to use the proceeds of the
offering of the Securities to (i) repay a portion of the outstanding loans under its Credit Agreement, dated August 30, 2019
among the Company, as borrower, the guarantors party thereto, each lender from time to time party thereto, and Wells Fargo Bank, N.A.
as administrative agent, and pay related fees and expenses and (ii) for general corporate purposes (collectively, the “Transactions”).

 

2. Purchase and Resale of the
Securities
.

 

(a)           The
Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser,
on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees,
severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Initial
Purchaser’s name in Schedule 1 hereto at a price equal to 99.750% of the principal amount of $100,000,000 plus accrued interest,
if any, from October 8, 2021 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon
payment for all the Securities to be purchased as provided herein.

 

 

(b)          The
Initial Purchasers have advised the Company that the Initial Purchasers intend to offer the Securities for resale on the terms set forth
in the Time of Sale Information and will deliver a copy of the Time of Sale Information and the Offering Memorandum to each U.S. person
to whom it initially resells the Securities. Each Initial Purchaser, severally and not jointly, represents, warrants, and agrees that:

 

(i)            it
is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a “QIB”) and an
accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”);

 

(ii)           it
has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form
of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving
a public offering within the meaning of Section 4(a)(2) of the Securities Act; and

 

(iii)          neither
it nor any of its affiliates participating in the offering of the Securities have solicited offers for, or offered or sold, and will
not solicit offers for, or offer or sell, the Securities as part of their initial offering except:

 

(A)            to
persons whom it or such affiliate reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act
(“Rule 144A”) and in connection with each such sale, it or such affiliate has taken or will take reasonable steps
to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or

 

(B)             in
accordance with the restrictions set forth in Annex C hereto.

 

(c)           Each
Initial Purchaser acknowledges and agrees that the Company and, for purposes of the “no registration” opinions to be delivered
to the Initial Purchasers pursuant to Sections 6(f) and 6(g), counsel for the Company and counsel for the Initial Purchasers, respectively,
may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers
with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to
such reliance.

 

 

(d)          The
Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser
and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such
offers and sales shall be made in accordance with the provisions of this Agreement.

 

(e)           Payment
for and delivery of the Securities will be made at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York,
New York, at 10:00 A.M., New York City time, on October 8, 2021 (unless postponed in accordance with the provisions of Section 10
hereof), or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative
and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing
Date
.”

 

(f)            Payment
for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the
Representative against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Initial
Purchasers, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer
taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection
by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

 

(g)          The
Company and the Guarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm’s length
contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including
in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company,
the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is advising the Company,
the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company
and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent
investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability
to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the
Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the
benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors
or any other person.

 

 

3.            Representations
and Warranties of the Company and the Guarantors
. The Company and the Guarantors jointly and severally represent and warrant to each
Initial Purchaser that:

 

(a)           Preliminary
Offering Memorandum, Time of Sale Information and Offering Memorandum.
The Preliminary Offering Memorandum, as of its date, did not,
the Time of Sale Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering Memorandum, in the form
first used by the Initial Purchasers to confirm sales of the Securities and as of the Closing Date, will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the Company and the Guarantors make no representation or warranty with
respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Company relating to
any Initial Purchaser in writing by an Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum,
the Time of Sale Information or the Offering Memorandum or any amendment or supplement thereto.

 

(b)          Additional
Written Communications
. The Company and the Guarantors (including their agents and representatives, other than the Initial Purchasers
in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize,
approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each
such communication by the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses
(i) and (ii) below and the documents listed in Annex A hereto) an “Issuer Written Communication”) other
than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto,
including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any
electronic road show or other written communications, in each case, used in accordance with Section 4(c) hereof. Each such
Issuer Written Communication, when taken together with the Time of Sale Information at the Time of Sale, did not, and at the Closing
Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors
make no representation or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance
upon and in conformity with information furnished to the Company in writing by an Initial Purchaser through the Representative expressly
for use in any Issuer Written Communication, the Time of Sale Information or the Offering Memorandum.

 

(c)           Financial
Statements.
The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included
in each of the Time of Sale Information and the Offering Memorandum present fairly in all material respects the financial position of
the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for
the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”)
applied on a consistent basis throughout the periods covered thereby, except in the case of unaudited, interim historical financial statements
subject to normal year-end adjustments and which do not contain certain footnotes as permitted by the applicable rules of the Securities
and Exchange Commission (the “Commission”), and any supporting schedules included in each of the Preliminary Offering Memorandum,
the Time of Sale Information and the Offering Memorandum; the other financial information of the Company and its consolidated subsidiaries
included in each of the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum has been derived from
the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby.
All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission) included
in each of the Preliminary Offering Memorandum, the Time of Sale Information and the Offering Memorandum comply with Regulation G under
the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable, in all material respects.

 

 

(d)           No
Material Adverse Change.
Except as disclosed in the Time of Sale Information and the Offering Memorandum, since the date of the most
recent financial statements of the Company included in each of the Time of Sale Information and the Offering Memorandum (exclusive of
any amendment or supplement thereto) (i) there has not been any change in the capital stock (other than the issuance of shares of
Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing
equity incentive plans described in, the Time of Sale Information and the Offering Memorandum), short-term debt or long-term debt of
the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by
the Company on any class of capital stock, or any material adverse change, or any development that could reasonably be expected to result
in a material adverse change, in or affecting the business, properties, management, financial position, results of operations or prospects
of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has entered into any
transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken
as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken
as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that
is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether
or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental
or regulatory authority.

 

(e)           Organization
and Good Standing.
The Company and each of its “significant subsidiaries” (as such term is defined in Rule 1-02
of Regulation S-X) have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions
of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership
or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary
to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so
qualified, in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect
on the business, properties, management, financial position, results of operations of the Company and its subsidiaries taken as a whole
or on the performance by the Company and the Guarantors of their obligations under this Agreement, the Securities and the Guarantees,
as applicable (a “Material Adverse Effect”).

 

 

(f)            Capitalization.
The Company has the capitalization as set forth in each of the Time of Sale Information and the Offering Memorandum under the heading
“Capitalization”; and all the outstanding shares of capital stock or other equity interests of each significant subsidiary
of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly
by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim
of any third party (collectively, “Liens”), except for Liens pursuant to the Existing Indebtedness (as defined below),
which will be fully repaid and terminated on the Closing Date, as described in each of the Time of Sale Information and the Offering
Memorandum.

 

(g)          Due
Authorization.
The Company and each of the Guarantors have full right, power and authority to execute and deliver this Agreement,
the Securities (solely in the case of the Company), the Indenture (including each Guarantee set forth therein) and the credit agreement
governing the new senior secured credit facilities (the “New Credit Agreement”) (collectively, the “Transaction
Documents
”), and to perform their respective obligations hereunder and thereunder; and all action required to be taken for
the due and proper authorization, execution and delivery of each of the Transaction Documents and the consummation of the transactions
contemplated thereby has been duly and validly taken.

 

(h)         The
Indenture
. The Indenture has been duly authorized by the Company and each of the Guarantors and on the Closing Date will be duly
executed and delivered by the Company and each of the Guarantors and, when duly executed and delivered in accordance with its terms by
each of the parties thereto, will constitute a valid and legally binding agreement of the Company and each of the Guarantors enforceable
against the Company and each of the Guarantors in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability
(collectively, the “Enforceability Exceptions”).

 

(i)           Purchase
Agreement.
This Agreement has been duly authorized, executed and delivered by the Company and each of the Guarantors.

 

 

(j)           The
Securities and the Guarantees
. The Securities have been duly authorized by the Company and, when duly executed, authenticated, issued
and delivered as provided in the Indenture and paid for as provided herein, will be duly and validly issued and outstanding and will
constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, subject
to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture; and the Guarantees have been duly authorized
by each of the Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture
and paid for as provided herein, will be valid and legally binding obligations of each of the Guarantors, enforceable against each of
the Guarantors in accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the
Indenture.

 

(k)           Descriptions
of the Transaction Documents
. Each Transaction Document conforms in all material respects to the description thereof contained in
each of the Time of Sale Information and the Offering Memorandum.

 

(l)            No
Violation or Default.
Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar
organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in
violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above,
for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

 

(m)          No
Conflicts
. The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents
to which each is a party, the issuance and sale of the Securities by the Company and the issuance of the Guarantees by the Guarantors
and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated
by the Transaction Documents will not (i) conflict with or result in a breach or violation of any of the terms or provisions of,
or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of
any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or
by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries
is subject (other than any lien, charge or encumbrance created or imposed pursuant to the collateral documents relating to the New Credit
Agreement, if any), (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents
of the Company or any of its subsidiaries or (iii) result in the violation by the Company or any of its subsidiaries of any law
or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except,
(A) in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance
that would not, individually or in the aggregate, have a Material Adverse Effect and (B) in the case of clause (i) above after
giving effect to the repayment and termination of the Company’s existing senior secured credit facility (the “Existing
Indebtedness
”).

 

 

(n)          No
Consents Required
. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator
or governmental or regulatory authority is required for the execution, delivery and performance by the Company and each of the Guarantors
of each of the Transaction Documents to which each is a party, the issuance and sale of the Securities and the issuance of the Guarantees
and compliance by the Company and each of the Guarantors with the terms thereof and the consummation of the transactions contemplated
by the Transaction Documents, except for such consents, approvals, authorizations, orders and registrations or qualifications as may
be required under applicable state securities laws in connection with the purchase and resale of the Securities by the Initial Purchasers.

 

(o)          Legal
Proceedings.
Except as described in each of the Time of Sale Information and the Offering Memorandum, there are no legal, governmental
or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to
which any property of the Company or any of its subsidiaries is the subject that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect; and, to the knowledge of the Company and each of the Guarantors, no such investigations,
actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others and
there are no current or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities
Act to be described in each of the Time of Sale Information and the Offering Memorandum that are not so described therein.

 

(p)          Independent
Accountants.
PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its subsidiaries is an
independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations
adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

 

(q)          Title
to Real and Personal Property.
The Company and its subsidiaries have good and marketable title in fee simple (in the case of real
property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that
are material to the business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances,
claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to
be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect.

 

 

(r)           Intellectual
Property.
Except as could not reasonably be expected to have a Material Adverse Effect or as disclosed in the Time of Sale Information
or the Offering Memorandum, (i) the Company and its subsidiaries own or possess adequate rights to use all patents, patent applications,
trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including
trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for
the conduct of their business, and the conduct of their business will not conflict in any material respect with any such rights of others.
The Company and its subsidiaries have not received any written notice of any claim of infringement, misappropriation or conflict with
any such rights of others in connection with its patents, patent rights, licenses, inventions, trademarks, service marks, trade names,
copyrights and know-how, which could reasonably be expected to result in a Material Adverse Effect.

 

(s)          Cybersecurity;
Data Protection
. The Company’s and its subsidiaries’ information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are reasonably believed
by the Company to be adequate in all material respects for, and operate and perform in all material respects as required in connection
with, the operation of the business of the Company and its subsidiaries as currently conducted and, to the Company’s knowledge,
are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its
subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect
their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data reasonably
consistent with industry standards and practices, or as required by applicable regulatory standards (and including all personal, personally
identifiable, sensitive, confidential or regulated data) (“IT Data”) and, to the knowledge of the Company there have
been no material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied
without material cost or liability. The Company and its subsidiaries are presently in compliance with all applicable laws or statutes
and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and internal
policies and contractual obligations relating to the privacy and security of IT Systems and IT Data and to the protection of such IT
Systems and IT Data from unauthorized use, access, misappropriation or modification, except for such failures as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

 

(t)            Data
Privacy and Security Laws
. Except as could not reasonably be expected to have a Material Adverse Effect or as disclosed in the Time
of Sale Information and the Offering Memorandum, the Company and its subsidiaries are, and since the Company’s inception have been,
in compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation the
Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended by the Health Information Technology
for Economic and Clinical Health Act (the “HITECH Act”) (collectively, the “Privacy Laws”). To
ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply in all material respects with, and take
appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data
privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”).
“Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph,
social security number or tax identification number, driver’s license number, passport number, credit card number, bank information,
or customer or account number; (ii) any information which would qualify as “personally identifying information” under
the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by HIPAA; and (iv) any other piece
of information that allows the identification of such natural person, or his or her family, or permits the collection or analysis of
any data related to an identified person’s health or sexual orientation. Except as could not reasonably be expected to have a Material
Adverse Effect or as disclosed in the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries have at
all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none
of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable
laws and regulatory rules or requirements. Except as could not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect, neither the Company nor any of its subsidiaries: (i) has received notice of any actual or potential liability
under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that
would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any
investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or
agreement that imposes any obligation or liability under any Privacy Law.

 

(u)           No
Complaints
. There is no complaint to or audit, proceeding, investigation (formal or informal) or claim currently pending against
the Company or its subsidiaries, or to the knowledge of the Company, any of its customers (specific to the customer’s use of the
products or services of the Company) by the Federal Trade Commission, the U.S. Department of Health and Human Services and any office
contained therein (“HHS”), or any similar authority in any jurisdiction other than the Unites States or any other
governmental entity, or by any person in respect of the collection, use or disclosure of Personal Data by the Company or its subsidiaries,
except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and, to the knowledge
of the Company, no such complaint, audit, proceeding, investigation or claim is threatened, except as could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.

 

 

(v)           Investment
Company Act.
Neither the Company nor any of the Guarantors is, or after giving effect to the offering and sale of the Securities
by the Company pursuant to this Agreement and the application of the proceeds thereof received by the Company as described in each of
the Time of Sale Information and the Offering Memorandum, none of them will be, an “investment company” or an entity “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations
of the Commission thereunder (collectively, the “Investment Company Act”).

 

(w)          Taxes.
The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid
or filed through the date hereof except for taxes being contested in good faith and for which reserves in accordance with GAAP have been
taken; and except as otherwise disclosed in each of the Time of Sale Information and the Offering Memorandum, there is no material tax
deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their
respective properties or assets.

 

(x)           Licenses
and Permits.
The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and
have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities
that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described
in each of the Time of Sale Information and the Offering Memorandum, except where the failure to possess or make the same would not,
individually or in the aggregate, have a Material Adverse Effect; and except as described in the Time of Sale Information and the Offering
Memorandum, neither the Company nor any of its subsidiaries has received written notice of any revocation or modification of any such
license, certificate, permit or authorization or has any reason to believe that any such license, certificate, permit or authorization
will not be renewed in the ordinary course, except in each case as would not reasonably be expected to have a Material Adverse Effect.
To the Company’s knowledge, no party granting any such licenses, certificates, permits and other authorizations has taken any action
to limit, suspend or revoke the same in any material respect.

 

(y)           No
Labor Disputes.
No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the knowledge
of the Company and each of the Guarantors, is contemplated or threatened and neither the Company nor any Guarantor is aware of any existing
or imminent labor disturbance by, or dispute with, the employees of any of the Company’s or any of the Company’s subsidiaries’
principal suppliers, contractors or customers, except as would not have a Material Adverse Effect.

 

 

(z)           Certain
Environmental Matters
. (i) The Company and its subsidiaries (v) are in compliance with all applicable federal, state, local
and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and the common law relating to pollution or
the protection of human health or safety, the environment or natural resources, including those relating to the generation, storage,
treatment, use, handling, transportation, Release or threat of Release of Hazardous Materials (collectively, “Environmental
Laws
”), (w) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals
required of them under applicable Environmental Laws to conduct their respective businesses, (x) have not received notice of any
actual or potential liability under or relating to, or any actual or potential violation of, any Environmental Laws, including for the
investigation or remediation of any Release or threat of Release of Hazardous Materials, and have no knowledge of any event or condition
that would reasonably be expected to result in any such notice, (y) are not conducting or paying for, in whole or in part, any investigation,
remediation or other corrective action pursuant to any Environmental Law at any location, and (z) are not a party to any order,
decree or agreement that imposes any obligation or liability under any Environmental Law and (ii) there are no costs or liabilities
associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above,
for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except
as described in each of the Time of Sale Information and the Offering Memorandum, (x) there is no proceeding that is pending or,
to the knowledge of the Company, contemplated against the Company or any of its subsidiaries under any Environmental Laws in which a
governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000
or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding the Company’s
or its subsidiaries’ compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws, including
the Release or threat of Release of Hazardous Materials, that could reasonably be expected to have a Material Adverse Effect, and (z) none
of the Company or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

 

(aa)        Hazardous
Materials
. There has been no storage, generation, transportation, use, handling, treatment, Release or threat of Release of Hazardous
Materials by, relating to or caused by the Company or any of its subsidiaries (or, to the knowledge of the Company and its subsidiaries,
any other entity (including any predecessor) for whose acts or omissions the Company or any of its subsidiaries is or could reasonably
be expected to be liable) at, on, under or from any property or facility now or previously owned, operated or leased by the Company or
any of its subsidiaries or at, on, under or from any other property or facility, in violation of any Environmental Laws or in a manner
or amount or to a location that could reasonably be expected to result in any liability under any Environmental Law, except for any violation
or liability which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. “Hazardous
Materials
” means any material, chemical, substance, waste, pollutant, contaminant, compound, mixture, or constituent thereof,
in any form or amount, including petroleum (including crude oil or any fraction thereof) and petroleum products, natural gas liquids,
asbestos and asbestos containing materials, naturally occurring radioactive materials, brine, and drilling mud, regulated or which can
give rise to liability under any Environmental Law. “Release” means any spilling, leaking, seepage, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or
through the environment, or in, into from or through any building or structure.

 

 

(bb)       Compliance
with ERISA.
(i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined
as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Code) would
have any liability and which is established or maintained by the Company for the benefit of its employees (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations,
including but not limited to ERISA and the Code, except for noncompliance that could not reasonably be expected to result in material
liability to the Company or its subsidiaries; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative
exemption that could reasonably be expected to result in a material liability to the Company or its subsidiaries; (iii) for each
Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, the minimum funding standard
of Section 412 of the Code or Section 302 of ERISA, as applicable, has been satisfied (without taking into account any waiver
thereof or extension of any amortization period) and is reasonably expected to be satisfied in the future (without taking into account
any waiver thereof or extension of any amortization period); (iv) to the extent applicable to a Plan, the fair market value of the
assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to
fund such Plan); (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or
is reasonably expected to occur that either has resulted, or could reasonably be expected to result, in material liability to the Company
or its subsidiaries; (vi) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur,
any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC, in the ordinary course and without
default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(a)(3) of ERISA);
and (vii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension
Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably
be expected to result in material liability to the Company or its subsidiaries. None of the following events has occurred or is reasonably
likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company
or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made
in the Company and its subsidiaries’ most recently completed fiscal year; or (y) a material increase in the Company and its
subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting
Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year.

 

 

(cc)        Disclosure
Controls
. Except as disclosed in the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries maintain
an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act)
that is designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms,
including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management
as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness
of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

 

(dd)       Accounting
Controls.
Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries
maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act)
that are designed to comply with the requirements of 13a-15(f) of the Exchange Act and have been designed by, or under the supervision
of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries
maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance
with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Based on the Company’s
most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act; there
are no material weaknesses in the Company’s internal controls, except as disclosed in each of the Time of Sale Information and
the Offering Memorandum. The Company’s auditors and the Audit and Risk Committee of the Board of Directors of the Company have
been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process,
summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal controls over financial reporting.

 

 

(ee)        Insurance.
The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including
business interruption insurance, which insurance is in amounts and insures against such losses and risks as the Company reasonably believes
are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries
has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or
necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be
necessary to continue its business except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.

 

(ff)          No
Unlawful Payments.
Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company or any of
its subsidiaries nor, to the knowledge of the Company and each of the Guarantors, any agent or affiliate of the Company or any of its
subsidiaries (in their capacities as such) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization
of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee , including
of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity
for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated
or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing
the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence
under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered,
agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any
rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted,
maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with
all applicable anti-bribery and anti-corruption laws.

 

 

(gg)        Compliance
with Anti-Money Laundering Laws
. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts
business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action,
suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or any of the
Guarantors, threatened.

 

(hh)        No
Conflicts with Sanctions Laws
. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the
Company or any of the Guarantors, any employee, agent or affiliate of the Company or any of its subsidiaries (in their capacities as
such) is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation,
the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State
and including, without limitation, the designation as a “specially designated national” or “blocked person”),
the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”),
or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company, any of its subsidiaries or
any of the Guarantors located, organized or resident in a country or territory that is the subject or the target of Sanctions, including,
without limitation, Crimea, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”); and the
Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities
of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to
fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation
by any person (including any person participating in the transaction, whether as initial purchaser, underwriter, advisor, investor or
otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly
engaged, and will not engage, in any dealings or transactions with any person that at the time of the dealing or transaction is or was
the subject or the target of Sanctions or with any Sanctioned Country.

 

 

(ii)           Solvency.
On and immediately after the Closing Date, the Company and each Guarantor (after giving effect to the issuance and sale of the Securities,
the issuance of the Guarantees, the Refinancing and the other transactions related thereto as described in each of the Time of Sale Information
and the Offering Memorandum) will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to
a particular date and entity, that on such date (i) the fair value (and present fair saleable value) of the assets of such entity
is not less than the total amount required to pay the probable liability of such entity on its total existing debts and liabilities (including
contingent liabilities) as they become absolute and matured; (ii) such entity is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business; (iii) assuming
consummation of the issuance and sale of the Securities and the issuance of the Guarantees as contemplated by this Agreement, and the
consummation of the Refinancing, in each case, as contemplated by the Time of Sale Information and the Offering Memorandum, such entity
does not have, intend to incur or believe that it will incur debts or liabilities beyond its ability to pay as such debts and liabilities
mature; (iv) such entity is not engaged in any business or transaction, and does not propose to engage in any business or transaction,
for which its property would constitute unreasonably small capital; and (v) such entity is not a defendant in any civil action that
would result in a judgment that such entity is or would become unable to satisfy.

 

(jj)           No
Restrictions on Subsidiaries
. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or
other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on
such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary
from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the
Company.

 

(kk)         No
Broker’s Fees.
Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with
any person (other than the Transaction Documents) that would give rise to a valid claim against any of them or any Initial Purchaser
for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Securities by the Company
pursuant to this Agreement.

 

(ll)           Rule 144A
Eligibility.
On the Closing Date, the Securities will not be of the same class as securities listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted in an automated inter-dealer quotation system; and each of the Preliminary
Offering Memorandum and the Offering Memorandum, as of its respective date, contains or will contain all the information that, if requested
by a prospective purchaser of the Securities, would be required to be provided to such prospective purchaser pursuant to Rule 144A(d)(4) under
the Securities Act.

 

(mm)       No
Integration.
Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) has, directly or
through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in
the Securities Act), that is or will be integrated with the sale of the Securities or the Existing 2029 Securities in a manner that would
require registration of the Securities or the Existing 2029 Securities under the Securities Act.

 

 

(nn)         No
General Solicitation or Directed Selling Efforts.
None of the Company or any of its affiliates or any other person acting on its
or their behalf (other than the Initial Purchasers and certain of their affiliates, as to which no representation is made) has (i) solicited
offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning
of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of
the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation
S
”), and all such persons have complied with the offering restrictions requirement of Regulation S.

 

(oo)        Securities
Law Exemptions.
Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 2(b) (including
Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and
sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the
manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the
Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

 

(pp)        No
Stabilization.
Neither the Company nor any of the Guarantors has taken, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

 

(qq)        Forward-Looking
Statements.
No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) included in any of the Time of Sale Information or the Offering Memorandum has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.

 

(rr)         Statistical
and Market Data.
Nothing has come to the attention of the Company or any Guarantor that has caused the Company or such Guarantor
to believe that the statistical and market-related data included in each of the Time of Sale Information and the Offering Memorandum
is not based on or derived from sources that are reliable and accurate in all material respects.

 

(ss)        Sarbanes-Oxley
Act
. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in
connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and
906 related to certifications.

 

 

(tt)          Margin
Rules
. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described
in each of the Time of Sale Information and the Offering Memorandum will violate Regulation T, U or X of the Board of Governors of the
Federal Reserve System.

 

4.            Further
Agreements of the Company and the Guarantors
. The Company and the Guarantors jointly and severally covenant and agree with each Initial
Purchaser that:

 

(a)           Delivery
of Copies.
The Company will deliver, without charge, to the Initial Purchasers, if requested, as many copies of the Preliminary Offering
Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including all amendments
and supplements thereto and documents incorporated by reference therein and in each Issuer Written Communication) as the Representative
may reasonably request.

 

(b)           Offering
Memorandum, Amendments or Supplements.
Before finalizing the Offering Memorandum or making or distributing any amendment or supplement
to any of the Time of Sale Information or the Offering Memorandum, the Company will furnish to the Representative and counsel for the
Initial Purchasers a copy of the proposed Offering Memorandum or such amendment or supplement for review, and will not distribute any
such proposed Offering Memorandum, amendment or supplement to which the Representative reasonably objects.

 

(c)           Additional
Written Communications.
Before making, preparing, using, authorizing, approving or referring to any Issuer Written Communication,
the Company and the Guarantors will furnish to the Representative and counsel for the Initial Purchasers a copy of such written communication
for review and will not make, prepare, use, authorize, approve or refer to any such written communication to which the Representative
reasonably objects.

 

(d)           Notice
to the Representative.
The Company will advise the Representative promptly, and confirm such advice in writing, (i) of the issuance
by any governmental or regulatory authority of any order preventing or suspending the use of any of the Time of Sale Information, any
Issuer Written Communication or the Offering Memorandum or the initiation or threatening of any proceeding for that purpose; (ii) of
the occurrence of any event at any time prior to the completion of the initial offering of the Securities as a result of which any of
the Time of Sale Information, any Issuer Written Communication or the Offering Memorandum as then amended or supplemented would include
any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances existing when such Time of Sale Information, Issuer Written Communication or the Offering Memorandum is delivered
to a purchaser, not misleading; and (iii) of the receipt by the Company of any notice with respect to any suspension of the qualification
of the Securities for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the
Company will use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of any of the
Time of Sale Information, any Issuer Written Communication or the Offering Memorandum or suspending any such qualification of the Securities
and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

 

 

(e)          Time
of Sale Information.
If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result
of which any of the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company
will promptly notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above, furnish to the Initial
Purchasers such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in any of the Time
of Sale Information as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading
or so that any of the Time of Sale Information will comply with law.

 

(f)           Ongoing
Compliance.
If at any time prior to the completion of the initial offering of the Securities (i) any event shall occur or condition
shall exist as a result of which the Offering Memorandum as then amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing
when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Offering
Memorandum to comply with law, the Company will as promptly as practicable notify the Initial Purchasers thereof and forthwith prepare
and, subject to paragraph (b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering Memorandum
as may be necessary so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances
existing when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum will comply with
law.

 

(g)           Blue
Sky Compliance.
The Company will qualify the Securities for offer and sale by the Initial Purchasers under the securities or Blue
Sky laws of such jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long
as required for the offering and resale of the Securities; provided that neither the Company nor any of the Guarantors shall be
required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it
would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject
itself to taxation in any such jurisdiction if it is not otherwise so subject.

 

 

(h)           Clear
Market.
During the period from the date hereof through and including the date that is 90 days after the date hereof, the Company
and each of the Guarantors will not, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise
dispose of any debt securities issued or guaranteed by the Company or any of the Guarantors and having a tenor of more than one year.

 

(i)            Use
of Proceeds.
The Company will apply the net proceeds from the sale of the Securities as described in each of the Time of Sale Information
and the Offering Memorandum under the heading “Use of proceeds.”

 

(j)            Supplying
Information.
While the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under
the Securities Act, the Company and each of the Guarantors will, during any period in which the Company is not subject to and in compliance
with Section 13 or 15(d) of the Exchange Act, furnish to holders of the Securities and prospective purchasers of the Securities
designated by such holders, upon the request of such holders or such prospective purchasers, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

 

(k)           DTC.
The Company will reasonably cooperate with the Initial Purchasers in arranging for the Securities to be eligible for clearance and
settlement through DTC.

 

(l)            No
Resales by the Company.
The Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities
Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company or any of
its affiliates and resold in a transaction registered under the Securities Act.

 

(m)          No
Integration.
Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or
through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the
Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities
under the Securities Act.

 

(n)           No
General Solicitation or Directed Selling Efforts.
None of the Company or any of its affiliates or any other person acting on its
or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell,
the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation
D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage
in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement
of Regulation S.

 

 

(o)           No
Stabilization.
Neither the Company nor any of the Guarantors will take, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

 

5.            Certain
Agreements of the Initial Purchasers
.
     Each Initial Purchaser
hereby represents and agrees that it has not and will not use, authorize use of, refer to, or participate in the planning for use of,
any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the
Preliminary Offering Memorandum and the Offering Memorandum, (ii) any written communication that contains either (a) no “issuer
information” (as defined in Rule 433(h)(2) under the Securities Act) or (b) “issuer information” that
was included in the Time of Sale Information or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared
pursuant to Section 4(c) (including any electronic road show) above, (iv) any written communication prepared by such Initial
Purchaser and approved by the Company and the Representative in advance in writing or (v) any written communication relating to
or that contains the terms of the Securities and/or other information that was included in the Time of Sale Information or the Offering
Memorandum.

 

6.            Conditions
of Initial Purchasers’ Obligations.
The obligation of each Initial Purchaser to purchase Securities on the Closing Date as
provided herein is subject to the performance by the Company and each of the Guarantors of their respective covenants and other obligations
hereunder and to the following additional conditions:

 

(a)            Representations
and Warranties.
The representations and warranties of the Company and the Guarantors contained herein shall be true and correct on
the date hereof and on and as of the Closing Date; and the statements of the Company, the Guarantors and their respective officers made
in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date.

 

(b)           No
Downgrade.
Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no
downgrading shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock issued or guaranteed
by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is
defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has
under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or of any other debt securities
or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications
of a possible upgrading).

 

 

(c)           No
Material Adverse Change.
No event or condition of a type described in Section 3(d) hereof shall have occurred or shall
exist, which event or condition is not described in each of the Time of Sale Information (excluding any amendment or supplement thereto)
and the Offering Memorandum (excluding any amendment or supplement thereto) the effect of which in the judgment of the Representative
makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms
and in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum.

 

(d)           Officer’s
Certificate.
The Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Company
reasonably satisfactory to the Representative (i) confirming that such officer has carefully reviewed the Time of Sale Information
and the Offering Memorandum and, to the knowledge of such officer, the representations of the Company and the Guarantors set forth in
Sections 3(a) and 3(b) hereof are true and correct, (ii) confirming that the other representations and warranties of the
Company and the Guarantors in this Agreement are true and correct and that the Company and the Guarantors have complied with all agreements
and satisfied all conditions on their part to be performed or satisfied hereunder at or prior to the Closing Date and (iii) to the
effect set forth in paragraphs (b) and (c) above.

 

(e)           Comfort
Letters.
On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representative,
at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Initial Purchasers, in form
and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in
accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information
contained in each of the Time of Sale Information and the Offering Memorandum; provided that the letter delivered on the Closing
Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

 

(f)            Opinion
and 10b-5 Statement of Counsel for the Company.
Willkie Farr & Gallagher LLP, counsel for the Company, shall have furnished
to the Representative, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed
to the Initial Purchasers, in form and substance reasonably satisfactory to the Representative.

 

(g)            Opinion
and 10b-5 Statement of Counsel for the Initial Purchasers.
The Representative shall have received on and as of the Closing Date an
opinion and 10b-5 statement, addressed to the Initial Purchasers, of Latham & Watkins LLP, counsel for the Initial Purchasers,
with respect to such matters as the Representative may reasonably request, and such counsel shall have received such documents and information
as they may reasonably request to enable them to pass upon such matters.

 

 

(h)          Opinion
for Fort Effect Corp.
Lathrop GPM LLP, local counsel for Fort Effect Corp., shall have furnished to the Representative, at the request
of the Company, their written opinion, dated the Closing Date and addressed to the Initial Purchasers, in form and substance reasonably
satisfactory to the Representative.

 

(i)            No
Legal Impediment to Issuance
. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,
adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the
issuance or sale of the Securities by the Company pursuant to this Agreement or the issuance of the Guarantees; and no injunction or
order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale
of the Securities by the Company pursuant to this Agreement or the issuance of the Guarantees.

 

(j)            Good
Standing
. The Representative shall have received on and as of a recent day prior to the Closing Date satisfactory evidence of the
good standing of the Company and the Guarantors in their respective jurisdictions of organization, in each case in writing or any standard
form of telecommunication from the appropriate governmental authorities of such jurisdictions.

 

(k)           DTC.
The Securities shall be eligible for clearance and settlement through DTC.

 

(l)            Indenture
and Securities
. The Indenture shall have been duly executed and delivered by a duly authorized officer of the Company, each of the
Guarantors and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of the Company
and duly authenticated by the Trustee.

 

(m)          Existing
Indebtedness
. The Representative shall have received evidence reasonably satisfactory to it that, substantially simultaneously with
the purchase of the Securities by the Initial Purchasers, all outstanding Existing Indebtedness, and all accrued and unpaid interest,
fees and other amounts owing thereunder, shall have been paid in full, all commitments to extend credit under the Existing Indebtedness
shall have terminated, and all liens securing obligations thereunder shall have been released.

 

(n)          The
Refinancing
. Concurrently with or prior to the Closing Date, the Refinancing shall have been consummated in a manner consistent in
all material respects with the description thereof in the Time of Sale Information and the Offering Memorandum.

 

 

(o)            Additional
Documents.
On or prior to the Closing Date, the Company and the Guarantors shall have furnished to the Representative such further
certificates and documents as the Representative may reasonably request.

 

All opinions, letters, certificates and evidence
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Initial Purchasers.

 

7.              Indemnification
and Contribution
.

 

(a)            Indemnification
of the Initial Purchasers.
The Company and each of the Guarantors jointly and severally agree to indemnify and hold harmless each
Initial Purchaser, its affiliates, directors and officers and each person, if any, who controls such Initial Purchaser within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages
and liabilities (including, without limitation, reasonable and documented legal fees and other expenses incurred in connection with any
suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are
based upon, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, any
of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto)
or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities
arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through
the Representative expressly for use therein.

 

(b)            Indemnification
of the Company and the Guarantors.
Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company,
each of the Guarantors, each of their respective directors and officers and each person, if any, who controls the Company or any of the
Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of,
or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with
any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative
expressly for use in the Preliminary Offering Memorandum, any of the other Time of Sale Information, any Issuer Written Communication
or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists
of the fourth paragraph, the fourth and fifth sentences of the twelfth paragraph and the thirteenth and fourteenth paragraphs under the
heading “Plan of Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.

 

 

(c)            Notice
and Procedures.
If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be
brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above,
such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought
(the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve
it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to
notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under
paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall
have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified
Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable and documented fees and expenses of such
counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable
time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person;
or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the
Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel
(not to exceed one in each jurisdiction)) for all Indemnified Persons, and that all such reasonable and documented fees and expenses
shall be paid or reimbursed as they are incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers
and any control persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities LLC and any such separate
firm for the Company, the Guarantors, their respective directors and officers and any control persons of the Company and the Guarantors
shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person
agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified
Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by
the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance
with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been
a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an
unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all
liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

 

 

(d)            Contribution.
If the indemnification provided for in paragraph (a) or (b) above is unavailable to an Indemnified Person or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in
lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as
a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors on the one hand and the Initial Purchasers on the other from the offering of the Securities
or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on
the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the
Guarantors on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net
proceeds (before deducting expenses) received by the Company from the sale of the Securities and the total discounts and commissions
received by the Initial Purchasers in connection therewith, as provided in this Agreement, bear to the aggregate offering price of the
Securities. The relative fault of the Company and the Guarantors on the one hand and the Initial Purchasers on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company or any Guarantor or by the Initial Purchasers and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

 

 

(e)            Limitation
on Liability.
The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity
for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred
to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 7, in no
event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total discounts and commissions
received by such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any damages that such Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers’ obligations to
contribute pursuant to this Section 7 are several in proportion to their respective purchase obligations hereunder and not joint.

 

(f)            Non-Exclusive
Remedies.
The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may
otherwise be available to any Indemnified Person at law or in equity.

 

8.            Effectiveness
of Agreement
. This Agreement shall become effective as of the date first written above.

 

9.            Termination.
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and
delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited
on the New York Stock Exchange or the Nasdaq Stock Market LLC; (ii) trading of any securities issued or guaranteed by the Company
or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium
on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred
any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the
United States, that, in the judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed
with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale
Information and the Offering Memorandum.

 

 

10.            Defaulting
Initial Purchaser
.

 

(a)            If,
on the Closing Date, any Initial Purchaser defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder,
the non-defaulting Initial Purchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory
to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Initial Purchaser, the non-defaulting
Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours
within which to procure other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on such terms.
If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial
Purchasers or the Company may postpone the Closing Date for up to five full business days in order to effect any changes that in the
opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering
Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time
of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser”
includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that,
pursuant to this Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.

 

(b)            If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by
the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such
Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company
shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial
Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities
that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers
for which such arrangements have not been made.

 

(c)            If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by
the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such
Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall
not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the
non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the
part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment
of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall
remain in effect.

 

 

(d)            Nothing
contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting
Initial Purchaser for damages caused by its default.

 

11.            Payment
of Expenses
.

 

(a)            Whether
or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and each of the Guarantors
jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations
hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of
the Securities and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the Preliminary
Offering Memorandum, any other Time of Sale Information, any Issuer Written Communication and the Offering Memorandum (including any
amendment or supplement thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction
Documents; (iv) the fees and expenses of the Company’s and the Guarantors’ counsel and independent accountants; (v) the
fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the
Securities under the laws of such jurisdictions as the Representative may designate and the preparation, printing and distribution of
a Blue Sky Memorandum (including the related fees and expenses of counsel for the Initial Purchasers) (not to exceed $20,000 with respect
to this clause (v), including any fees and expenses paid in connection with the offering of the Existing 2029 Securities ); (vi) any
fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including
related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with
the approval of the Securities for book-entry transfer by DTC and (ix) all expenses incurred by the Company in connection with any
“road show” presentation to potential investors.

 

(b)            If
(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities
for delivery to the Initial Purchasers or (iii) the Initial Purchasers decline to purchase the Securities for any reason permitted
under this Agreement, the Company and each of the Guarantors jointly and severally agree to reimburse the Initial Purchasers for all
out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in
connection with this Agreement and the offering contemplated hereby.

 

12.            Persons
Entitled to Benefit of Agreement
. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Initial Purchaser
referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities
from any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.

 

 

13.            Survival.
The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and the
Initial Purchasers contained in this Agreement or made by or on behalf of the Company, the Guarantors or the Initial Purchasers pursuant
to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall
remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company,
the Guarantors or the Initial Purchasers.

 

14.            Certain
Defined Terms
. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate
has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day
other than a day on which banks are permitted or required to be closed in New York City; (c) the term “subsidiary
has the meaning set forth in Rule 405 under the Securities Act; (d) the term “Exchange Act” collectively
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder; (e) the
term “written communication” has the meaning set forth in Rule 405 under the Securities Act; and (f) the
term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

 

15.            Compliance
with USA Patriot Act
. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective clients, including
the Company, which information may include the name and address of their respective clients, as well as other information that will allow
the Initial Purchasers to properly identify their respective clients.

 

16.            Miscellaneous.

 

(a)            Authority
of the Representative.
Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities LLC on behalf of the
Initial Purchasers, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Initial Purchasers.

 

 

(b)            Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
and confirmed by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Representative c/o J.P.
Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: 212-270-1063); Attention: Blake Sitka. Notices to the Company
and the Guarantors shall be given to them at HealthEquity, Inc., 15 West Scenic Pointe Drive, Draper, Utah 84020, (fax: (801) 727-1005),
Attention: Delano Ladd, Executive Vice President, General Counsel and Corporate Secretary, with a copy to (which shall not constitute
notice): Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, N.Y. 10019 (fax: (212) 728-8111), Attention: Matthew Haddad, Esq.
and Jeffrey S. Hochman, Esq.

 

(c) Governing Law. This Agreement and any claim, controversy
or dispute arising under or related to this Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

 

(d) Submission to Jurisdiction. The Company and each of the Guarantors
hereby submit to the exclusive jurisdiction of the U.S. federal and New York state courts
in the Borough of Manhattan in The City of New York in any suit or proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby. The Company and
each of the Guarantors waive any objection which it may now or hereafter have to the laying
of venue of any such suit or proceeding in such courts. Each of the Company and each of the
Guarantors agrees that final judgment in any such suit, action or proceeding brought in such
court shall be conclusive and binding upon the Company and each Guarantor, as applicable,
and may be enforced in any court to the jurisdiction of which Company and each Guarantor,
as applicable, is subject by a suit upon such judgment.

 

(e) Waiver of Jury Trial. Each of the parties hereto hereby waives
any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

 

(f) Recognition of the U.S. Special Resolution Regimes.

 

(i) In the event that any Initial
Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Initial
Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed
by the laws of the United States or a state of the United States.

 

(ii) In the event that any Initial
Purchaser that is a Covered Entity or a BHC Act Affiliate of such Initial Purchaser becomes subject to a proceeding under a U.S. Special
Resolution Regime, Default Rights under this Agreement that may be exercised against such Initial Purchaser are permitted to be exercised
to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed
by the laws of the United States or a state of the United States.

 

 

As used in this Section 16(f):

 

“BHC Act Affiliate” has the meaning assigned to
the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

“Covered Entity” means any
of the following:

 

(i) a “covered entity” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii) a “covered bank” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

“Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“U.S. Special Resolution Regime” means each of
(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

(g) Counterparts. This Agreement may be signed in counterparts
(which may include counterparts delivered by any standard form of telecommunication), each
of which shall be an original and all of which together shall constitute one and the same
instrument.

 

(h) Amendments or Waivers. No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall in any event
be effective unless the same shall be in writing and signed by the parties hereto.

 

(i) Headings. The headings herein are included for convenience
of reference only and are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.

 

 

     If
the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided
below.

 

  Very truly yours,
   
  HEALTHEQUITY, INC.
   
  By         /s/ Tyson Murdock
    Title: Executive Vice President and Chief Financial Officer
   
  WAGEWORKS, INC.
   
  By         /s/ Tyson Murdock
    Title: Chief Financial Officer
   
  VIKING ACQUISITION CORP.
   
  By         /s/ Ted Bloomberg
    Title: Executive Vice President
   
  FORT EFFECT CORP.
   
  By         /s/ E. Sohier Hall
    Title: President

 

Accepted: As of the date first written above

 

J.P. MORGAN SECURITIES LLC

 

For itself and on behalf of the

several Initial Purchasers listed

in Schedule 1 hereto.

 

By      /s/ Blake Sitka  
  Authorized Signatory  

 

 

Schedule 1

 

Initial Purchaser   Principal
Amount
 
J.P. Morgan Securities LLC   $ 75,000,000  
Raymond James & Associates, Inc.     25,000,000  
Total   $ 100,000,000  

 

 

Schedule 2

 

 

2. Viking Acquisition Corp.

 

 

 

ANNEX A

 

Additional Time of Sale Information

 

1.            Term
sheet containing the terms of the Securities, substantially in the form of Annex B.

 

 

ANNEX B

 

Pricing Term Sheet, dated October 4, 2021

to Preliminary Offering Memorandum dated October 4,
2021

Strictly Confidential

 

HEALTHEQUITY, INC.

 

This pricing term sheet is qualified in its entirety by reference
to the Preliminary Offering Memorandum (the “Preliminary Offering Memorandum”). The information in this pricing term sheet
supplements the Preliminary Offering Memorandum and updates and supersedes the information in the Preliminary Offering Memorandum to
the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Terms used and not defined herein have the
meanings assigned in the Preliminary Offering Memorandum.

 

The notes have not been registered under the Securities Act of 1933,
as amended, or the securities laws of any other jurisdiction. The notes may not be offered or sold in the United States or to U.S. persons
(as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
Accordingly, the notes are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under
the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

 

Issuer: HealthEquity, Inc.
Security description: 4.500%
Senior Notes due 2029
Distribution: 144A/Reg
S for life
Size: $100,000,000
Gross proceeds: $100,750,000
Maturity: October 1,
2029
Coupon: 4.500%
Issue price: 100.750%
of face amount.
Yield to maturity: 4.388%
Spread to Benchmark
Treasury:
+305 basis
points
Benchmark Treasury: UST 1.625%
due August 15, 2029
Interest Payment Dates: October 1
and April 1, commencing April 1, 2022
Rating* B3/B
Equity Clawback: Up to
40% at 104.500% prior to October 1, 2024
Optional redemption:  
 

Make-whole call @ T+50 bps prior to October 1, 2024, then:

 

  On
or after:
Price:
  October 1, 2024 102.250%
  October 1, 2025 101.125%
  October 1, 2026
and thereafter
100.000%
   
Change of control:

Putable at 101.000% of principal plus accrued and unpaid interest

 

 

 

Trade date: October 4, 2021
   
Settlement:

T+4; October 8, 2021.

 

It is expected that delivery of the notes will be made against payment
therefor on or about October 8, 2021, which is the fourth business day following the date hereof (such settlement cycle being referred
to as “T+4”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle
in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes
on any day that is more than two business days prior to the October 8, 2021 settlement date will be required to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on
any day that is more than two business days prior to the October 8, 2021 settlement should consult their own advisors.

   
CUSIP:

144A CUSIP: 42226AAA5

Regulation S CUSIP: U3827AAA7

 

   
ISIN:

144A ISIN: US42226AAA51

Regulation S ISIN: USU3827AAA70

 

 

Denominations/Multiple: 2,000 x 1,000
Sole Bookrunner: J.P. Morgan
   
Co-Manager: Raymond James

 

 

This material is confidential and is for your information only
and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes
or the offering. Please refer to the Preliminary Offering Memorandum for a complete description.

 

This communication is being distributed in the United States solely
to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act of 1933, as amended, and outside the United
States solely to Non-U.S. persons as defined under Regulation S.

 

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation
in such jurisdiction.

 

*A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.

 

 

Any disclaimer or other notice that may appear below is not applicable
to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication
being sent by Bloomberg or another email system.

 

 

ANNEX C

 

Restrictions on Offers and Sales Outside
the United States

 

In connection with offers and sales of Securities
outside the United States:

 

(a)            Each
Initial Purchaser acknowledges that the Securities have not been registered under the Securities Act and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not
subject to, the registration requirements of the Securities Act.

 

(b)            Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees that:

 

(i)            Such
Initial Purchaser has offered and sold the Securities, and will offer and sell the Securities, (A) as part of their distribution
at any time and (B) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing
Date, only in accordance with Regulation S under the Securities Act (“Regulation S”) or Rule 144A or any other
available exemption from registration under the Securities Act.

 

(ii)            None
of such Initial Purchaser or any of its affiliates or any other person acting on its or their behalf has engaged or will engage in any
directed selling efforts with respect to the Securities, and all such persons have complied and will comply with the offering restrictions
requirement of Regulation S.

 

(iii)            At
or prior to the confirmation of sale of any Securities sold in reliance on Regulation S, such Initial Purchaser will have sent to each
distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchases Securities from it during
the distribution compliance period a confirmation or notice to substantially the following effect:

 

The Securities covered hereby have not
been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time
or (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities and the date of original issuance
of the Securities, except in accordance with Regulation S or Rule 144A or any other available exemption from registration under
the Securities Act. Terms used above have the meanings given to them by Regulation S.

 

 

(iv)            Such
Initial Purchaser has not and will not enter into any contractual arrangement with any distributor with respect to the distribution of
the Securities, except with its affiliates or with the prior written consent of the Company.

 

Terms used in paragraph (a) and this paragraph (b) and not
otherwise defined in this Agreement have the meanings given to them by Regulation S.

 

(c)            Each
Initial Purchaser acknowledges that no action has been or will be taken by the Company that would permit a public offering of the Securities,
or possession or distribution of any of the Time of Sale Information, the Offering Memorandum, any Issuer Written Communication or any
other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required.

 

 



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