EX-10.4 4 exhibit104-10xk2024.htm EX-10.4
Exhibit 10.4
THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 13, 2025 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”).
RECITALS
A.Borrower Representative, Lenders and Agent are parties to that certain Second Amended and Restated Loan and Security Agreement, dated as of February 21, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Agreement.
B.Borrower Representative has requested a waiver and certain modifications to the terms of the Agreement, and Agent and Required Lenders, although under no obligation to do so, have agreed to the waiver and amendments, on the terms set forth herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1.Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to them in the Agreement.
2.Amendments.
2.1 Section 7.7(a)(vi) of the Agreement is hereby amended and restated to read as follows:
(vi)Borrower Representative may repurchase or otherwise retire
(A) certain shares of its common stock otherwise issuable
(x) upon conversion of restricted stock unit awards and
(y) pursuant to its stock purchase and matching plan, or other equity incentive awards or equity-based compensation;
in each case, to satisfy certain tax obligations with respect to such awards or other equity issuances contemplated by clauses (x) and (y), or shares owing by the applicable employee, and
(B) unvested options or restricted stock grants granted to of the employees, directors, officers or consultants under equity incentive plans to be repurchased upon the departure or other termination of service,
provided that
(i) the aggregate cash amount paid in connection with such repurchases described in clauses (A) and (B) shall not, during any consecutive twelve (12) month period, exceed $2,500,000, and

Exhibit 10.4
(ii) no Default or Event of Default shall exist or result from such repurchase or other retirement of shares,
2.2 Exhibit C to the Agreement is hereby amended and restated as set forth in Exhibit C attached hereto.
3.Waiver. Agent and Lender hereby agree to waive any Event of Default resulting from any breach of Section 7.7 (as in effect prior to the effectiveness of this Amendment) resulting from the deemed repurchase of shares of common stock of Borrower Representative in connection with the net settlement of an equity incentive option granted to its executive officer and related cash payment of certain tax liabilities in connection therewith in November 2024 in an amount of 1,657,892 as disclosed to Agent as of the date of this Amendment (the “Specified Repurchase”), and the parties hereby agree that the amount of the Specified Repurchase shall be disregarded for purposes of determining the Permitted Repurchase Amount and, for the avoidance of doubt, available capacity under Section 7.7(a)(vi). The foregoing waiver shall be precisely limited as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document except as expressly set forth herein, (b) create a course of dealing with respect to any future amendment, waiver, consent or other modification of any other term or condition of the Loan Documents (or with respect to any existing or future breach of the Loan Documents), or (c) otherwise prejudice any right or remedy which Secured Parties may now have or may have in the future under or in connection with any Loan Document.
4.Obligations. Each Borrower hereby acknowledges that the Obligations are due and owing as set forth in the Agreement without setoff, recoupment, defense or counterclaim, in law or in equity, of any nature or kind. All security interests granted to Agent by Borrowers under any Loan Document is hereby reaffirmed by Borrowers and shall continue to secure the Obligations from the Closing Date. Except as expressly set forth herein, the terms of the Loan Documents remain in effect. This Amendment is a Loan Document.
5.Representations. To induce Agent and Lenders to enter into this Amendment, each Borrower hereby represents and warrants as follows:
5.1 The representations and warranties contained in the Agreement and the other Loan Documents are true and correct in all material respects as of the date of this Amendment (except for such representations and warranties referring to another date, which representations and warranties are true and correct in all material respects as of such date), provided that the Perfection Certificate is hereby amended and restated as set forth in the Schedule hereto.
5.2 No Event of Default has occurred or presently exists.
5.3 Each Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Agreement, as amended by this Amendment.
5.4 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Agreement (a) have been duly authorized by all necessary action on the part of such Borrower, and (b) will not contravene (i) any law or regulation binding on or affecting such Borrower, (ii) any contractual restriction with a Person binding on such Borrower, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on such Borrower, or (iv) the Operating Documents of such Borrower.
5.5 The execution and delivery by each Borrower of this Amendment and the performance by such Borrower of its obligations under the Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or subdivision thereof, binding on such Borrower, except as already has been obtained or made.
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6.Counterparts; Electronic Execution of Documents. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. Delivery of an executed counterpart of a signature page of this Amendment or any document delivered in connection therewith by electronic means including by email delivery of a “.pdf” format data file shall be effective as delivery of an original executed counterpart thereof.
7.Effectiveness. This Amendment shall be effective upon due execution and delivery of this Amendment by the parties hereto.
8.Expenses. Borrowers shall pay all Lender Expenses incurred in connection with this Amendment upon demand.
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[SIGNATURE PAGE TO THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT]
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.
BORROWER REPRESENTATIVE:
EXPENSIFY, INC.
By: /s/ Ryan Schaffer
Name: Ryan Schaffer
Title: Chief Financial Officer
ADMINISTRATIVE AGENT AND LENDER:
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Ian Curry
Name: Ian Curry
Title: Authorized Signatory
By: /s/ Joshua Tam
Name: Joshua Tam
Title: Authorized Signatory

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EXHIBIT C
COMPLIANCE CERTIFICATE

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APPENDIX 1
FINANCIAL COVENANT CALCULATIONS