Termination Agreement, dated as of December 3, 2021 by and among HealthEquity, Inc., MII Life Insurance, Inc., and Further Operations, LLC (fka Viking Acquisition Corp.)

Exhibit 1.2

TERMINATION AGREEMENT

THIS TERMINATION AGREEMENT (this “Termination Agreement”), effective as of December 3, 2021 (the “Effective Date”), is made and entered into by and between Further Operations, LLC, a Delaware limited liability company (fka Viking Acquisition Corp., a Delaware corporation) and wholly owned subsidiary of HealthEquity, Inc., a Delaware corporation (“Buyer”), and MII Life Insurance, Incorporated d/b/a Further, a Minnesota corporation (“Seller”). Capitalized terms used but not defined herein shall have the same meanings as in that certain VEBA Asset Purchase Agreement (the “VEBA Purchase Agreement”), dated as September 7, 2021 by and among Seller, Buyer, and HealthEquity, Inc.

RECITALS

A.           Section 7.1(a) of the VEBA Purchase Agreement provides that Buyer and Seller may terminate the VEBA Purchase Agreement by mutual written consent.

B.            Buyer and Seller wish to terminate the VEBA Purchase Agreement pursuant to Section 7.1(a) of the VEBA Purchase Agreement.

AGREEMENT

In consideration of the foregoing recitals and the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            Termination of VEBA Purchase Agreement. The VEBA Purchase Agreement is hereby terminated effective as of the Effective Date.

2.            Effect of Termination. The effect of the termination of the VEBA Purchase Agreement shall be as set forth in Section 7.2 of the VEBA Purchase Agreement.

3.            Miscellaneous. Section 9 of the VEBA Purchase Agreement is incorporated herein by reference, mutatis mutandis, as though set forth in full herein.

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IN WITNESS WHEREOF, the parties hereto have executed this Termination Agreement effective as of the Effective Date.

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