Expensify, Inc. [●] Shares of Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 1st, 2021 • Expensify, Inc. • Services-prepackaged software • New York
Expensify, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC (“J.P. Morgan”), Citigroup Global Markets Inc. (“Citi”) and BofA Securities, Inc. (“BofAS”) are acting as representatives (the “Representatives”), an aggregate of [●] shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [●] shares of Class A Common Stock of the Company (collectively, the “Underwritten Shares”). In addition the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [●] shares of Class A Common Stock of the Company, and the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [●] shares of Class A Com
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 1st, 2021 • Expensify, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 2021 by and between Expensify, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ContractWarrant Agreement • October 18th, 2021 • Expensify, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • October 18th, 2021 • Expensify, Inc. • Services-prepackaged software • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2024 • Expensify, Inc. • Services-prepackaged software • Delaware
This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of February 21, 2024 (the “Effective Date”) is entered into among EXPENSIFY, INC., a Delaware corporation (in its capacity as borrower representative, “Borrower Representative”, and together with each Person party hereto as a borrower from time to time, collectively, “Borrowers”, and each, a “Borrower”), the several banks and financial institutions or entities from time to time party hereto (each, a “Lender”, and collectively, “Lenders”), Canadian Imperial Bank of Commerce (in its individual capacity, “CIBC”, and in its capacity as administrative agent and collateral agent for the lenders party hereto “Agent”). This Agreement amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement, dated as of September 21, 2021, by and among Borrower Representative and CIBC, as amended through the
Expensify, INC.Employment Agreement • October 18th, 2021 • Expensify, Inc. • Services-prepackaged software • California
On behalf of Expensify, Inc., a Delaware corporation (the "Company), I am pleased to offer you the position of Marketing Jedi of the Company. Your employment by the Company shall be governed by the following terms and conditions (this "Agreement"):
VOTING TRUST AGREEMENTVoting Trust Agreement • March 31st, 2022 • Expensify, Inc. • Services-prepackaged software • Delaware
THIS VOTING TRUST AGREEMENT (the “Agreement”) is made as of November 9, 2021, by and among Expensify, Inc., a Delaware corporation (the “Company”); the undersigned holders (collectively, the “Stockholders”) of shares of LT10 common stock of the Company (“LT10 Shares”), LT50 common stock of the Company (“LT50 Shares”) and/or Class A common stock of the Company (“Class A Shares”); and each Trustee (as defined in Section 1), for the purpose of creating a voting trust (the “Trust”) with respect to the issued and outstanding LT10 Shares, LT50 Shares and/or Class A Shares held by the Stockholders and deposited in the Trust (the “Shares”) pursuant to Section 218 of the DGCL.
LOAN AGREEMENT BY AND BETWEEN EXPENSIFY, INC., A DELAWARE CORPORATION (“GUARANTOR”) AND CANADIAN IMPERIAL BANK OF COMMERCE (“LENDER”) $8,250,000.00 LOANLoan Agreement • October 18th, 2021 • Expensify, Inc. • Services-prepackaged software • New York
THIS LOAN AGREEMENT (this “Agreement”), made this 22nd day of August, 2019, by and between 401 SW 5TH LLC, a Delaware limited liability company (the “Borrower”), EXPENSIFY, INC., a Delaware corporation (the “Guarantor”) and CANADIAN IMPERIAL BANK OF COMMERCE (the “Lender”).
Re: EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2021 • Expensify, Inc. • Services-prepackaged software • California
On behalf of Expensify, Inc., a Delaware corporation (the "Company"), I am pleased to offer you the positions of President and Chief Executive Officer of the Company. Your employment by the Company shall be governed by the following terms and conditions (this "Agreement"):
EXPENSIFY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 22, 2015Investors’ Rights Agreement • October 18th, 2021 • Expensify, Inc. • Services-prepackaged software • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of January 22, 2015 (the “Effective Date”), by and among EXPENSIFY, INC., a Delaware corporation (the “Company”) and the holders of the Company’s Preferred Stock listed on Exhibit A attached hereto (the “Investors”).
EXPENSIFY, INC. CONTINGENT EXERCISE AGREEMENTContingent Exercise Agreement • November 1st, 2021 • Expensify, Inc. • Services-prepackaged software • Delaware
This Contingent Exercise Agreement (this “Agreement”) is made as of _______________, by and between Expensify, Inc., a Delaware corporation (the “Company”), and _______________ (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2019 Stock Plan (the “Plan”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 3rd, 2024 • Expensify, Inc. • Services-prepackaged software • Delaware
where CP1, HP1, LP1, and V1 represent the closing price, high price, low price, and volume on August 23, 2024, respectively, CP2, HP2, LP2, and V2 represent the closing price, high price, low price, and volume on August 26, 2024, respectively, and CP3, HP3, LP3, and V3 represent the closing price, high price, low price, and volume on August 27, 2024, respectively, in each case as reported by Nasdaq.
Expensify, Inc. EXERCISE AGREEMENTExercise Agreement • November 1st, 2021 • Expensify, Inc. • Services-prepackaged software • Delaware
This Exercise Agreement (this “Agreement”) is made as of ###EXERCISE_DATE###, by and between Expensify, Inc., a Delaware corporation (the “Company”), and ###EMPLOYEE_NAME### (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2019 Stock Plan (the “Plan”).
EXHIBIT A EXPENSIFY, INC. EXERCISE AGREEMENTExercise Agreement • November 1st, 2021 • Expensify, Inc. • Services-prepackaged software • Delaware
This Exercise Agreement (this “Agreement”) is made as of ###EXERCISE_DATE### , by and between Expensify, Inc., a Delaware corporation (the “Company”), and ###EMPLOYEE_NAME### (“Purchaser”).
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2024 • Expensify, Inc. • Services-prepackaged software
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of August 28, 2024 (the “Second Amendment Effective Date”) by and among EXPENSIFY, INC., a Delaware corporation (in its capacity as borrower representative, “Borrower Representative”), the Lenders party hereto, constituting Required Lenders, Canadian Imperial Bank of Commerce (in its individual capacity, “CIBC”, and in its capacity as administrative agent and collateral agent for the Lenders “Agent”).
Expensify, Inc. EARLY EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • November 1st, 2021 • Expensify, Inc. • Services-prepackaged software • Delaware
This Agreement (“Agreement”) is made as of ###EXERCISE_DATE### by and between Expensify, Inc., a Delaware corporation (the “Company”), and ###EMPLOYEE_NAME### (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the 2019 Stock Plan.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2024 • Expensify, Inc. • Services-prepackaged software
This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of May 7, 2024 (the “First Amendment Effective Date”) by and among EXPENSIFY, INC., a Delaware corporation (in its capacity as borrower representative, “Borrower Representative”), the Lenders party hereto, constituting Required Lenders, Canadian Imperial Bank of Commerce (in its individual capacity, “CIBC”, and in its capacity as administrative agent and collateral agent for the Lenders “Agent”).
