AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2012 • Reval Holdings Inc • Delaware
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 21, 2012 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 505 Fifth Avenue, 11th Floor, New York, New York 10017 (“Bank”), and (a) REVAL.COM, INC., a Delaware corporation (“Reval.com”), and (b) FXPRESS CORPORATION, a Pennsylvania corporation (“FXpress”, and together with Reval.com, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety the terms and conditions of that certain Loan and Security Agreement among Borrower and Bank dated as of June 12, 2009, (as amended, supplemented or otherwise modified from time to time, the “Prior Loan Agreement”). The parties agree as follows:
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. SHARE PURCHASE AND...Share Purchase and Transfer Agreement • March 30th, 2012 • Reval Holdings Inc
This SHARE PURCHASE AND TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of December 29, 2010 by and among (a) REVAL AUSTRIA GMBH (IN GRÜNDUNG), a limited liability company in foundation (in Gründung) organized under the laws of Austria with its seat at Vienna, Austria, and its registered office at Schubertring 6, 1010 Vienna, Austria (the “Purchaser”) (b) all of the shareholders of the Company (as defined below), as listed on Schedule A (collectively, the “Sellers”) and (c) exclusively for the purpose of Article 5 hereof, Peter Haberler, born April 12, 1967, resident at Grieskai 10, 9020 Graz, Austria, Willibald Rieder, born November 25, 1949, resident at Wollzeile 31, 1010 Wien, Austria and Karlheinz Schlögl, born January 5, 1964, resident at Grieskai 10, 9020 Graz, Austria, as managing directors of the Company (collectively, the “Executives”). The Sellers and the Executives are sometimes referred to herein singly as a “Designated Party” and collectively as the “Desi
SUBLEASE between FOX-PITT KELTON GROUP LIMITED (“Tenant”) and REVAL.COM, INC. (“Subtenant”) Unit 15 420 Fifth Avenue Condominiums 420 Fifth Avenue New York, New YorkReval Holdings Inc • March 30th, 2012 • New York
This Sublease (“Sublease”) made as of the 11th day of May, 2010, between FOX-PITT KELTON GROUP LIMITED (“Tenant”), a United Kingdom corporation having a place of business at c/o Macquarie Holdings (USA), Inc., 125 West 55th Street, New York, New York 10019, and REVAL.COM, INC. (“Subtenant”), a Delaware corporation having a place of business at 100 Broadway, 22nd Floor, New York, New York 10005.
UNCONDITIONAL GUARANTYUnconditional Guaranty • March 30th, 2012 • Reval Holdings Inc • New York
This continuing Unconditional Guaranty (“Guaranty”) is entered into as of June 12, 2009, by REVAL HOLDINGS, INC. (“Guarantor”), in favor of SILICON VALLEY BANK (“Bank”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 30th, 2012 • Reval Holdings Inc • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 21, 2009 by and among (a) REVAL.COM, INC., a Delaware corporation (the “Purchaser”), (b) FXPRESS CORPORATION, a Pennsylvania corporation (the “Company”), and (c) Robert L. Richardson, Gary J. Goldberg, and Jo Stevens (collectively, the “Stockholders”). Certain other capitalized terms used in this Agreement are defined in Exhibit B.
REVAL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 30th, 2012 • Reval Holdings Inc • New York
Reval Holdings, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2007 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
REVAL HOLDINGS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 30th, 2012 • Reval Holdings Inc • New York
Reval Holdings, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2007 Stock Option and Incentive Plan. The terms and conditions attached hereto are also a part hereof.
SECURITY AGREEMENTSecurity Agreement • March 30th, 2012 • Reval Holdings Inc
This SECURITY AGREEMENT (this “Agreement”) is entered into as of June 12, 2009, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 535 Fifth Avenue, 27th Floor, New York, New York 10017 (“Bank”) and REVAL HOLDINGS, INC., a Delaware corporation, with offices at 100 Broadway, 22nd Floor, New York, New York 10005 (“Debtor”).
THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2012 • Reval Holdings Inc • New York
THIS THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2012, by and among (i) Reval Holdings, Inc., a Delaware corporation (the “Company”) and (ii) each of the entities identified as “Series A Investors” on Schedule A, “Series B Investors” on Schedule B hereto and “Series C Investors” on Schedule C hereto (collectively, the “Investors”).
