REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2019, is made and entered into by and among Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), MVR Netfin LLC, a Nevada limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
22,000,000 Units1 Netfin Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
Netfin Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 22,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,300,000 additional units to cover over-allotments, if any (the “Option Securities”). The Option Securities and the Underwritten Securities are hereinafter collectively called the “Securities.” To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certai
Netfin Acquisition Corp.Securities Subscription Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on April 30, 2019 by and between MVR Netfin LLC, a Nevada limited liability company (the “Subscriber” or “you”), and Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,325,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 825,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2019, by and between NETFIN ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 30, 2019, is by and between Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Netfin Acquisition Corp.Underwriting Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and B. Riley FBR, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one redeemable warrant. Each warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 30, 2019 by and between Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of July 2019, by and between Netfin Acquisition Corp., a Cayman Islands exempted company (the “Company”), and MVR Netfin LLC, a Nevada limited liability company (the “Subscriber”), each with a principal place of business at 445 Park Avenue, 9th Floor, New York, New York 10022.
NETFIN ACQUISITION CORP. New York, NY 10022Administrative Services Agreement • August 2nd, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Netfin Acquisition Corp. (the “Company”) and MVR Netfin LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
LOCK-UP AGREEMENTLock-Up Agreement • November 10th, 2020 • Netfin Acquisition Corp. • Services-computer processing & data preparation • New York
This STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”), dated as of November 10, 2020, is entered into by and among Triterras, Inc., a Cayman Islands exempted company (“Holdco”), Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”), MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin (“Netfin Representative”), IKON Strategic Holdings Fund, a Cayman Islands exempted company (along with any of its respective transferees, successors or assigns, “IKON”) and Symphonia Strategic Opportunities Limited (along with any of its respective transferees, successors or assigns,“SSOL”, and together with IKON, the “Stockholders” and each a “Stockholder”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Business Combination Agreement (as defined below).
NETFIN ACQUISITION CORP.Administrative Services Agreement • July 11th, 2019 • Netfin Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Netfin Acquisition Corp. (the “Company”) and MVR Netfin LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Business Combination Agreement by and among Netfin Acquisition Corp., Netfin Holdco, Netfin Merger Sub, IKON Strategic Holdings Fund, Symphonia Strategic Opportunities Limited, and MVR Netfin LLC, as the Netfin Representative Dated as of July 29, 2020Business Combination Agreement • July 31st, 2020 • Netfin Acquisition Corp. • Blank checks • New York
This Business Combination Agreement (this “Agreement”), dated as of July 29, 2020, by and among Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”), Netfin Holdco, a Cayman Islands exempted company (“Holdco”), Netfin Merger Sub, a Cayman Islands exempted company (“Netfin Merger Sub”), MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin (“Netfin Representative”), IKON Strategic Holdings Fund, a Cayman Islands exempted company (“IKON”), and Symphonia Strategic Opportunities Limited, a Mauritius private company limited by shares (“SSOL”, and together with IKON, the “Stockholders” and each a “Stockholder”).
REGISTRATION RIGHTS AGREEMENT among TRITERRAS, INC. and THE OTHER PARTIES NAMED HEREIN Dated: November 10, 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2020 • Netfin Acquisition Corp. • Services-computer processing & data preparation • New York
WHEREAS, pursuant to the Business Combination Agreement, dated as of July 29, 2020 (as amended on August 28, 2020), by and among the Company, Netfin, Netfin Merger Sub, a Cayman Islands exempted company, Netfin Representative, SSOL and IKON (the “Business Combination Agreement”), immediately prior to the Closing, Merger Sub will merge (the “Merger”) with and into Netfin, with Netfin continuing as the surviving corporation and wholly-owned subsidiary of the Company, as a result of which, each issued and outstanding ordinary share of Netfin immediately prior to the Transactions (as defined herein) became no longer outstanding and was automatically converted into the right of the holder thereof to receive one Holdco Ordinary Share and each outstanding warrant to purchase ordinary shares of Netfin became exercisable for Holdco Ordinary Shares on identical terms;
