Restricted Stock Agreement For Non-Employee Directors under the Open Link Financial, Inc.Restricted Stock Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
Pursuant to the Open Link Financial, Inc. 2006 Stock Option and Grant Plan (the “Plan”), Open Link Financial, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants, sells and issues to the individual named above, who is a director of the Company a (“Director”), the Shares (as defined below) at the Per Share Purchase Price, subject to the terms and conditions set forth herein and in the Plan. The Grantee agrees to the provisions set forth herein and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the Shares to him or her. The Company hereby acknowledges receipt of $ in full payment for the Shares. All references to share prices and amounts herein shall be equitably adjusted to reflect stock splits, stock dividends, recapitalizations, mergers, reorganizations and similar changes affecting the capital stock of the Company, and any shares of capital stock of the Company received on or in respect
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Open Link Financial, Inc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 1, 2006 by and between Kevin Hesselbirg (“Employee”) and Open Link Financial, Inc., a Delaware corporation (the “Company”).
MAJOR STOCKHOLDER CONTRIBUTION AND EXCHANGE AGREEMENT by and among OLF Acquisition Corp., Coleman Fung, and The Investors named herein Dated as of February 1, 2006Major Stockholder Contribution and Exchange Agreement • May 12th, 2008 • Open Link Financial, Inc. • New York
This Major Stockholder Contribution and Exchange Agreement (the “Agreement”) is made and entered into as of February 1, 2006 by and among OLF Acquisition Corp., a Delaware corporation (“HoldCo”), Coleman Fung (the “Major Stockholder”), and the investment partnerships and other investors named in the signature pages hereto (the “Investors”).
Incentive Stock Option Agreement under the Open Link Financial, Inc. 2006 Stock Option and Grant PlanIncentive Stock Option Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
Pursuant to the Open Link Financial, Inc. 2006 Stock Option and Grant Plan (the “Plan”), Open Link Financial, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or one of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.001 per share (“Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To the extent that any
REVOLVING CREDIT AND TERM LOAN AGREEMENT Open Link Financial, Inc. Dated as of February1, 2006Revolving Credit and Term Loan Agreement • May 12th, 2008 • Open Link Financial, Inc. • Massachusetts
THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of February1, 2006, by and among Open Link Financial, Inc., a Delaware corporation having its principal place of business and chief executive office at 1502 Reckson Plaza, West Tower - 15th Floor, Uniondale, New York 11556-1502 (the “Borrower”), and Bank of America, N.A., a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110 (the “Lender”).
OPTION TERMINATION AGREEMENTOption Termination Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
This OPTION TERMINATION AGREEMENT (the “Agreement”) is made as of February , 2006, by and among Open Link Financial, Inc., a Delaware corporation (the “Company”), and the individual set forth on Exhibit A hereto (“Optionholder”).
STOCK RESTRICTION AGREEMENT BY AND AMONG OPEN LINK FINANCIAL, INC. THE STOCKHOLDERS as defined herein AND The INVESTORS as defined herein Dated as of February 1, 2006Stock Restriction Agreement • May 12th, 2008 • Open Link Financial, Inc. • New York
This Stock Restriction Agreement (the “Agreement”) is made as of February 1, 2006 (the “Effective Date”), by and among Open Link Financial, Inc., a Delaware corporation (the “Company”), the individuals identified on Schedule A as Stockholders (collectively, the “Stockholders”), the Persons identified on Schedule A as Investors (collectively, the “Investors” and, together with the Stockholders, the “Stockholders”), and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”). For purposes of this Agreement, a stockholder or an option holder who joins this Agreement pursuant to a Joinder Agreement shall be included in the term “Stockholder” or “Investor” as specified in the applicable Joinder Agreement.
SUBORDINATED CONVERTIBLE NOTE PURCHASE AGREEMENT Among OPEN LINK FINANCIAL, INC. as Borrower AND TA SUBORDINATED DEBT FUND, L.P. AND TA INVESTORS II, L.P. as Noteholders Dated as of February 1, 2006Subordinated Convertible Note Purchase Agreement • May 12th, 2008 • Open Link Financial, Inc. • Massachusetts
This Subordinated Convertible Note Purchase Agreement is dated as of February 1, 2006 (as amended, restated or otherwise modified and in effect from time to time, this “Agreement”) by and among Open Link Financial, Inc., a Delaware corporation (“Borrower”), TA Subordinated Debt Fund, L.P., a Delaware limited partnership (“TA Debt Fund” or a “Noteholder”), and TA Investors II, L.P., a Delaware limited partnership (a “Noteholder” and, together with TA Debt Fund and their successors and assigns, “Noteholders”).
September 27, 2007 Thomas D. Gros 10235 Pineland Drive Houston, Texas 77024 Re: Separation from Employment Dear Tom:Separation Agreement • May 12th, 2008 • Open Link Financial, Inc.
This letter agreement (the “Agreement and Release”) between you and Open Link Financial, Inc. (hereinafter “Open Link” or the “Company”), confirms our understanding and agreement with respect to your separation of employment with the Company as follows:
SUBORDINATED NOTE INTERCREDITOR AND SUBORDINATION AGREEMENTSubordinated Note Intercreditor and Subordination Agreement • May 12th, 2008 • Open Link Financial, Inc. • Massachusetts
SUBORDINATED NOTE INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of February 1, 2006, by and among the Subordinated Note Holders (as hereinafter defined), OPEN LINK FINANCIAL, INC. (together with its successors and assigns, the “Borrower”), and BANK OF AMERICA, N.A. (together with its successors and assigns, the “Bank”).
STOCKHOLDERS AGREEMENT BY AND AMONG OPEN LINK FINANCIAL, INC. THE MANAGEMENT STOCKHOLDERS as defined herein AND THE INVESTORS as defined herein Dated as of February 1, 2006Stockholders Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
This Stockholders Agreement (the “Agreement”) is made as of February 1, 2006 (the “Effective Date”), by and among Open Link Financial, Inc., a Delaware corporation (the “Company”), the individuals identified on Schedule A as Management Stockholders (collectively, the “Management Stockholders”), the Persons identified on Schedule A as Investors (collectively, the “Investors” and, together with the Management Stockholders, the “Stockholders”), and any other stockholder or option holder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”). For purposes of this Agreement, a stockholder or an option holder who joins this Agreement pursuant to a Joinder Agreement shall be included in the term “Management Stockholder” or “Investor” as specified in the applicable Joinder Agreement.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 12th, 2008 • Open Link Financial, Inc. • New York
This Contribution and Exchange Agreement (the “Agreement”) is made as of this 1st day of February, 2006 by and among OLF Acquisition Corp., a Delaware corporation (“HoldCo”), and the holders of shares of the Common Stock, par value $.01 per share (the “Company Common Stock”), of Open Link Financial, Inc. (the “Company”) listed on the signature pages hereto (the “Rollover Stockholders”).
Non-Qualified Stock Option Agreement For Non-Employee Directors under the Open Link Financial, Inc. 2006 Stock Option and Grant PlanNon-Qualified Stock Option Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
Pursuant to the Open Link Financial, Inc. 2006 Stock Option and Grant Plan (the “Plan”), Open Link Financial, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is a director of the Company (a “Director”), an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Stock, par value $0.001 per share (“Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).
OPTION TERMINATION AND STAY BONUS AGREEMENTOption Termination and Stay Bonus Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
This OPTION TERMINATION AND STAY BONUS AGREEMENT (the “Agreement”) is made as of February , 2006, by and among Open Link Financial, Inc., a Delaware corporation (the “Company”), and the individual set forth on Exhibit A hereto (“Optionholder”).
REGISTRATION RIGHTS AGREEMENT By and Among OPEN LINK FINANCIAL, INC., The Investors as defined herein and The Management Stockholders as defined herein Dated as of February 1, 2006Registration Rights Agreement • May 12th, 2008 • Open Link Financial, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of February 1, 2006, by and among Open Link Financial, Inc., a Delaware corporation (the “Company”) the persons designated as Investors on the signature pages hereto (the “Investors”) and the persons designated as Management Stockholders on the signature pages hereto (the “Management Stockholders”).
Non-Qualified Stock Option Agreement under the Open Link Financial, Inc. 2006 Stock Option and Grant PlanNon-Qualified Stock Option Agreement • May 12th, 2008 • Open Link Financial, Inc. • Delaware
Pursuant to the Open Link Financial, Inc. 2006 Stock Option and Grant Plan (the “Plan”), Open Link Financial, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or one of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Stock, par value $0.001 per share (“Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended fr
GALAXY LI ASSOCIATES, LLC,Lease • May 12th, 2008 • Open Link Financial, Inc. • New York
LEASE, dated as of February 20, 2004, between Galaxy LI Associates, LLC (“Landlord”), a New York limited liability company whose address is 125 Park Avenue, Suite 1500, New York, New York 10017 and Open Link Financial, Inc. (“Tenant”), a Delaware corporation whose address is 333 Earle Ovington Blvd., New York, New York 11553prior to the commencement of the Term, and thereafter Tenant’s address shall be that of the Building.
Executive Director Contract for Services (Vorstandsanstellungsvertrag)Executive Director Contract for Services • May 12th, 2008 • Open Link Financial, Inc.
