ESPP Participation Financing Agreement

Effective upon electronic execution | Version 3.2

This ESPP Participation Financing Agreement ("Agreement") is entered into between BenefitsFront, Inc., a Delaware corporation ("BenefitsFront"), acting on behalf of Meridian Bank, N.A., Member FDIC ("Bank"), and the individual identified in the enrollment process ("Participant"). This Agreement governs the terms and conditions under which BenefitsFront will advance funds to enable Participant's participation in their employer's Employee Stock Purchase Plan ("ESPP Plan").

Article I — Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

• "Advance Amount" means the amount advanced by BenefitsFront to Participant, equal to 100% of Participant's elected ESPP contribution for the applicable Offering Period.
• "Gross ESPP Profit" means the difference between the Fair Market Value of ESPP shares on the Purchase Date and the actual Purchase Price paid by Participant, multiplied by the number of shares purchased, before taxes.
• "Net Proceeds" means the total cash proceeds received by Participant from the sale of ESPP shares, less applicable transaction costs.
• "Offering Period" means the defined period during which employee contributions accumulate for the purpose of purchasing ESPP shares, as specified in the ESPP Plan.
• "Profit Share Fee" means twenty-five percent (25%) of the Gross ESPP Profit, payable to BenefitsFront at the conclusion of each Offering Period.
• "Purchase Date" means the date on which ESPP shares are purchased on behalf of Participant, as specified in the ESPP Plan.
• "Purchase Price" means the price at which Participant purchases ESPP shares, reflecting the applicable discount (typically 85% of the lower of the Fair Market Value at the beginning or end of the Offering Period).
• "Pledged Shares" means all ESPP shares purchased by Participant during any active Offering Period, held as security for Participant's obligations hereunder.

Article II — Advance Terms

2.1 Advance Amount and Funding

Subject to Participant's satisfaction of eligibility requirements and execution of this Agreement, BenefitsFront agrees to advance the Advance Amount to Participant within two (2) Business Days of the commencement of each Offering Period. The Advance Amount will be deposited directly into Participant's designated bank account. The Advance bears no interest and no fees are charged except as specified in Section 2.3.

2.2 Contribution Direction

Participant authorizes and directs their employer to withhold the elected ESPP contribution from Participant's paycheck during each Offering Period. Participant acknowledges that the Advance Amount deposited into their account replaces the economic impact of such withholding, ensuring no reduction in effective take-home pay. Participant agrees not to revoke or reduce their ESPP contribution election during any active Offering Period without prior written consent from BenefitsFront.

2.3 Profit Share Fee

In consideration for the advance of funds, Participant agrees to pay BenefitsFront a Profit Share Fee equal to twenty-five percent (25%) of the Gross ESPP Profit for each Offering Period in which an Advance is made. The Profit Share Fee is payable only if Gross ESPP Profit is positive. If the ESPP shares are sold at a price equal to or below the Purchase Price, no Profit Share Fee is owed. For clarity: if you buy at $42.50 and sell at $50.00, Gross ESPP Profit = $7.50/share; Profit Share Fee = $1.875/share (25%); you keep $5.625/share (75%).

Article III — Repayment Obligations

3.1 Same-Day-Sale Repayment

Participant agrees to sell all ESPP shares on the Purchase Date (a "same-day sale") and to direct the Net Proceeds to BenefitsFront for allocation as follows: (a) first, repayment of the Advance Amount; (b) second, payment of the Profit Share Fee; (c) third, the remainder is disbursed to Participant within two (2) Business Days. Participant irrevocably authorizes BenefitsFront to direct the equity plan administrator to transmit proceeds in accordance with this Section.

3.2 Alternative Repayment

With prior written approval from BenefitsFront, Participant may elect to retain ESPP shares instead of same-day sale. In such case, Participant must repay the Advance Amount from other funds within five (5) Business Days of the Purchase Date. Participant may retain shares subject to the security interest described in Article IV, and the Profit Share Fee will be calculated based on the Fair Market Value of shares on the Purchase Date.

Article IV — Security Agreement

4.1 Grant of Security Interest

To secure all of Participant's obligations under this Agreement, Participant hereby grants to BenefitsFront a first-priority security interest in and lien upon: (a) all Pledged Shares purchased during any active Offering Period; (b) all cash proceeds, dividends, distributions, and other amounts received with respect to the Pledged Shares; (c) all proceeds of the foregoing. This security interest is granted pursuant to Article 9 of the Uniform Commercial Code as adopted in the State of Delaware. BenefitsFront may file UCC-1 financing statements to perfect its security interest.

4.2 Standstill Provision

From the Purchase Date until all obligations under this Agreement are fully satisfied, Participant agrees: (a) not to sell, transfer, pledge, hypothecate, or otherwise encumber any Pledged Shares without BenefitsFront's prior written consent; (b) not to grant any other lien or security interest in the Pledged Shares; (c) to promptly notify BenefitsFront of any involuntary transfer, levy, attachment, or garnishment affecting the Pledged Shares.

Article V — Representations and Warranties

Participant represents and warrants to BenefitsFront, as of the date of this Agreement and as of the commencement of each Offering Period, that:

• Participant is currently employed and eligible to participate in the ESPP Plan;
• Participant has reviewed and understands the terms of the ESPP Plan, including the discount rate, Offering Period, and Purchase Date;
• Participation in BenefitsFront's program does not violate any ESPP Plan term, employment agreement, or applicable law;
• All information provided to BenefitsFront is accurate, complete, and not misleading;
• Participant has the legal capacity and authority to enter into this Agreement;
• This Agreement constitutes a valid, binding, and enforceable obligation of Participant;
• Participant is not aware of any material adverse change in their employment status that might affect their ability to complete the Offering Period.

Article VI — Events of Default

6.1 Events of Default

Each of the following constitutes an Event of Default:

• Termination of Participant's employment for any reason during an active Offering Period;
• Voluntary withdrawal from the ESPP Plan without BenefitsFront's consent;
• Failure to repay the Advance Amount and Profit Share Fee within the required time period;
• Any material breach of the representations, warranties, or covenants in this Agreement;
• Filing of bankruptcy, insolvency, or assignment for the benefit of creditors;
• Discovery that any representation or warranty was materially false when made;
• Participant's employer's suspension or termination of its ESPP Plan.

6.2 Remedies Upon Default

Upon an Event of Default, BenefitsFront may, at its sole discretion: (a) declare the Advance Amount immediately due and payable; (b) exercise all rights of a secured creditor under Article 9 of the UCC; (c) direct the equity plan administrator to liquidate Pledged Shares and apply proceeds to outstanding obligations; (d) pursue any other remedies available at law or in equity. BenefitsFront agrees to use commercially reasonable efforts to mitigate damages and will not pursue remedies disproportionate to the outstanding obligation.

Article VII — Miscellaneous

7.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts in New Castle County, Delaware for any disputes not subject to arbitration.

7.2 Entire Agreement

This Agreement, together with the BenefitsFront Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements. This Agreement may not be modified except by a written instrument signed by both parties or BenefitsFront's posting of an updated version with at least 30 days prior notice.

7.3 Electronic Execution

This Agreement may be executed electronically. Participant's electronic signature (checkbox confirmation plus typed name) constitutes a valid and binding signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. A copy of this electronically signed Agreement is as valid as an original.