Phreesia(PHR) - 2026 Q2 - Quarterly Results

Agreement and Plan of Merger Preamble Preamble and Parties Involved This section introduces the merger agreement between AccessOne Parent Holdings, Inc. and Phreesia, Inc., outlining the merger and its core conditions - The merger involves AccessOne Parent Holdings, Inc. (Company) being acquired by Phreesia, Inc. (Acquiror) through its subsidiary Ace Merger Sub, Inc. (Merger Sub)[11] - The Company will survive the merger as a wholly-owned subsidiary of Acquiror[12] - Key conditions for the merger include Support Agreements from stockholders (at least 92%), Requisite Stockholder Approval, Restrictive Covenant Agreements, Employment Arrangements, and Option/Warrant Cancellation Agreements[12][13] Table of Contents This section provides an organized listing of all chapters and their respective page numbers within the agreement Exhibits This section lists all supplementary documents and forms appended to the main agreement Form of Support and Joinder Agreement This exhibit refers to the standard form for the Support and Joinder Agreement, critical for securing stockholder consent for the merger - Exhibit A is the Form of Support and Joinder Agreement[9] Form of Option Cancellation Agreement This exhibit outlines the form for the Option Cancellation Agreement, addressing outstanding employee stock options in the merger - Exhibit B is the Form of Option Cancellation Agreement[9] Warrant Surrender Agreement This exhibit specifies the Warrant Surrender Agreement, detailing terms for warrant surrender and cancellation in the merger - Exhibit C is the Warrant Surrender Agreement[9] Form of Certificate of Merger This exhibit provides the form for the Certificate of Merger, to be filed with the Delaware Secretary of State to effectuate the merger - Exhibit D is the Form of Certificate of Merger[9] Form of Letter of Transmittal This exhibit details the form for the Letter of Transmittal, used by stockholders to exchange shares for merger consideration - Exhibit E is the Form of Letter of Transmittal[9] Escrow Agreement This exhibit refers to the Escrow Agreement, governing escrow funds for merger adjustments and indemnification - Exhibit F is the Escrow Agreement[9] Paying Agent Agreement This exhibit specifies the Paying Agent Agreement, outlining the paying agent's role in distributing merger consideration to stockholders and warrantholders - Exhibit G is the Paying Agent Agreement[9] Form of FIRPTA This exhibit provides the form for FIRPTA certification, relevant for tax compliance in the transaction - Exhibit H is the Form of FIRPTA[9] Example Calculation of Working Capital This exhibit provides an illustrative example for calculating working capital, a component in determining the final merger consideration - Exhibit I provides an example calculation of Working Capital[9] The Merger This article details merger provisions of the merger agreement The Merger Mechanics This section details the legal mechanics of the merger, where Merger Sub merges into the Company, which survives as a wholly-owned subsidiary of Acquiror, succeeding to all assets and liabilities upon filing the Certificate of Merger - Merger Sub will merge into the Company, with the Company surviving as a wholly-owned subsidiary of Acquiror[15] - The merger becomes effective upon filing the Certificate of Merger with the Delaware Secretary of State[16][17] - The Surviving Corporation will succeed to all assets, rights, privileges, powers, franchises, liabilities, restrictions, and duties of both the Company and Merger Sub[17] Share Conversion and Consideration At the Effective Time, all outstanding Preferred and Common Shares (excluding treasury and dissenting shares) convert into the right to receive cash consideration, conditional upon the holder executing a Support Agreement and Letter of Transmittal - Each Preferred Share and Common Share (excluding treasury and dissenting shares) will be converted into the right to receive cash from the Acquiror[18][19] - Payment is contingent on the holder executing a Support Agreement and a Letter of Transmittal[18][19] - Shares held by the Company, its Subsidiaries, Acquiror, Merger Sub, or their Affiliates will be canceled without payment[20] Payment Procedures and Certificate Exchange This section outlines the payment process for merger consideration, including the Paying Agent's role, stockholder requirements for payment, provisions for lost certificates, and the reversion of unclaimed consideration to Acquiror after two years - The Company will deliver Letters of Transmittal and Support Agreements to stockholders, and Option Cancellation Agreements to optionholders, for escrow prior to closing[22][23] - The Paying Agent will facilitate the exchange of cash for Company Shares and warrants, contingent on certificate surrender (if applicable), executed Letter of Transmittal, and Support Agreement[25] - Unclaimed merger consideration will be returned to Acquiror after two years from the Closing Date[27] Treatment of Options and Warrants All outstanding Options (vested or unvested) will be canceled for a cash payment, conditional on the Optionholder executing an Option Cancellation Agreement within 15 days post-closing, with the Warrant also being surrendered for cash - All outstanding Options (vested or unvested) will be canceled and converted into a cash payment from Acquiror, subject to taxes and execution of an Option Cancellation Agreement within 15 days post-closing[28] - Failure to deliver an Option Cancellation Agreement within 15 days post-closing results in forfeiture of consideration for Options[28] - The Warrant will be surrendered and canceled for a cash payment as per the Merger Payout Schedule[30] Surviving Corporation's Certificate of Incorporation At the Effective Time, Merger Sub's Certificate of Incorporation will be amended to "AccessOne Parent Holdings, Inc." and will serve as the Surviving Corporation's Certificate of Incorporation - Merger Sub's certificate of incorporation will be amended to 'AccessOne Parent Holdings, Inc.' and become the Surviving Corporation's certificate[31] Surviving Corporation's Bylaws At the Effective Time, Merger Sub's Bylaws will be amended to "AccessOne Parent Holdings, Inc." and will then serve as the Surviving Corporation's Bylaws - Merger Sub's bylaws will be amended to 'AccessOne Parent Holdings, Inc.' and become the Surviving Corporation's bylaws[32] Leadership of Surviving Corporation Upon the Effective Time, the directors and officers of Merger Sub will become the directors and officers of the Surviving Corporation until their successors are duly elected or appointed - Directors and officers of Merger Sub at the Effective Time will become the directors and officers of the Surviving Corporation[33] Estimated Closing Merger Consideration Five business days before closing, the Company must provide an Estimated Statement detailing the estimated consolidated balance sheet, Closing Merger Consideration, and Merger Payout Schedule, with Acquiror retaining the right to challenge the final calculation - The Company must deliver an Estimated Statement five business days prior to closing, detailing the estimated consolidated balance sheet, Closing Merger Consideration, and Merger Payout Schedule[34] Components of Estimated Closing Merger Consideration | Component | Description | | :---------- | :---------- | | Base Purchase Price | Starting point for calculation | | Estimated Indebtedness | Subtracted from Base Purchase Price | | Estimated Transaction Expenses | Subtracted from Base Purchase Price | | Estimated Working Capital Adjustment | Added/subtracted from Base Purchase Price | | Estimated Closing Cash | Added/subtracted from Base Purchase Price | | Estimated Taxes Payable | Subtracted from Base Purchase Price | - Acquiror's non-comment on the Estimated Statement does not waive its right to challenge the final calculation[35] Determination and Adjustment of Final Merger Consideration Within 90 days post-closing, Acquiror delivers a Closing Statement for final merger consideration, subject to Representative's objection and independent accounting firm resolution, with adjustments made from the Adjustment Escrow Fund and treated as tax adjustments - Acquiror will deliver a Closing Statement within 90 days post-closing, detailing the Final Closing Merger Consideration[36] - The Representative has 30 days to object to Disputed Items in the Closing Statement; unresolved disputes are submitted to an independent Accounting Firm[37][38] - Adjustments to the merger consideration (upward or downward) are made from the Adjustment Escrow Fund, with any remaining funds distributed to Equityholders or paid to Acquiror[40