REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2020 • Fusion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Fusion Acquisition Corp., a Delaware corporation (the “Company”), Fusion Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
UNDERWRITING AGREEMENT between FUSION ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: June 25, 2020 FUSION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2020 • Fusion Acquisition Corp. • Blank checks • New York
The undersigned, Fusion Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald& Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
warrant agreementWarrant Agreement • June 30th, 2020 • Fusion Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 25, 2020, is by and between Fusion Acquisition Corp., a Delaware corporation (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2020 • Fusion Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 25, 2020 by and between Fusion Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Fusion Acquisition Corp. New York, New York 10152Fusion Acquisition Corp. • June 8th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into as of March 10, 2020 by and between Fusion Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Fusion Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 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:
INDEMNITY AGREEMENTIndemnity Agreement • June 22nd, 2020 • Fusion Acquisition Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Fusion Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Fusion Acquisition Corp.Letter Agreement • June 30th, 2020 • Fusion 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 between Fusion Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 35,075,000 of the Company’s units (including up to 4,575,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2020 • Fusion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2020, is made and entered into by and among Fusion Acquisition Corp., a Delaware corporation (the “Company”), Fusion Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 12th, 2021 • Fusion Acquisition Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 11, 2021, by and between Fusion Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 30th, 2020 • Fusion Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 25, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Fusion Acquisition Corp., a Delaware corporation (the “Company”), and Fusion Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
MONEYLION INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 28th, 2021 • Fusion Acquisition Corp. • Finance services • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the 22nd day of September 2021, by and between MoneyLion Inc., a Delaware corporation (the “Company”) and _________ (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION ACQUISITION CORP., ML MERGER SUB INC., and MONEYLION INC. DATED AS OF FEBRUARY 11, 2021Agreement and Plan of Merger • February 12th, 2021 • Fusion Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of February 11, 2021, by and among Fusion Acquisition Corp., a Delaware corporation (“Parent”), ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and MoneyLion Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreement are listed alphabetically in Schedule A, together with the section and, if applicable, subsection in which the definition of each such term is located.
Conformed Copy Showing Changes Through Fifth Loan Modification Agreement Dated December 29, 2021Loan and Security Agreement • March 17th, 2022 • Moneylion Inc. • Finance services • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 1, 2020 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) MONEYLION INC., a Delaware corporation (“Parent Borrower”) and (ii) ML PLUS LLC, a Delaware limited liability company (“ML Plus”) (“ML Plus” and, together with Parent Borrower, jointly and severally, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 9th, 2023 • Moneylion Inc. • Finance services
This Credit Agreement dated as of March 24, 2022 (this “Agreement”) is entered into among MONEYLION TECHNOLOGIES INC., a Delaware corporation (the “Company” or “Borrower”); the financial institutions that are or may from time to time become parties hereto (together with their respective successors and permitted assigns, the “Lenders”); and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders.
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2022 • Moneylion Inc. • Finance services • New York
This Employment Agreement (“Agreement”) is entered into as of March 14, 2022 (the “Effective Date”) by and between MoneyLion Technologies Inc., a Delaware corporation (the “Company”), with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Richard Correia (“Executive”). Company and Executive shall sometimes be referred to individually as the “Party” or collectively as the “Parties.”
AMENDMENT NO. 2 TO THE MERGER AGREEMENTThe Merger Agreement • September 8th, 2021 • Fusion Acquisition Corp. • Finance services
This AMENDMENT NO. 2 (this “Amendment”), dated as of September 4, 2021 to the Agreement and Plan of Merger dated as of February 11, 2021 (as amended on June 28, 2021 by that certain Amendment No. 1 to the Merger Agreement (“Amendment No. 1”) and as the same may be further amended, modified or supplemented in accordance with its terms, the “Merger Agreement”) is entered into by and between MoneyLion Inc., a Delaware corporation (“Company”), Fusion Acquisition Corp., a Delaware corporation (“Parent”), and ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub” and, together with Company and Parent, the “Parties”).
SERVICING AGREEMENTServicing Agreement • August 6th, 2024 • Moneylion Inc. • Finance services
THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2024, by and MoneyLion Technologies Inc., a Delaware corporation (the “Servicer”), Sound Point Capital Management, LP, a Delaware limited partnership, as purchaser agent (the “Purchaser Agent”), SP Main Street Funding I LLC, a Delaware limited liability company (the “Initial Purchaser”), and the Additional Purchasers that may from time to time become party hereto (together with the Initial Purchasers, each individually, a “Purchaser” and collectively, the “Purchasers”).
FUSION ACQUISITION CORP. New York, NY 10152Letter Agreement • June 30th, 2020 • Fusion Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Fusion Acquisition Corp. (the “Company”) and Fusion Sponsor 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 New York Stock Exchange (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”):
INTELLECTUAL PROPERTY LICENSE AGREEMENTLicense Agreement • May 10th, 2021 • Fusion Acquisition Corp. • Finance services • Delaware
This Intellectual Property License Agreement (this “License Agreement”) is made and entered into as of December 31, 2020 (the “Effective Date”), by and among WT IP HOLDINGS, LLC, a Delaware limited liability company (the “Licensor”), on the one hand, and MoneyLion Inc., a Delaware corporation (the “Licensee”), on the other hand. For convenience, Licensor and Licensee may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDED AND RESTATED CARRYING AGREEMENTCarrying Agreement • May 10th, 2021 • Fusion Acquisition Corp. • Finance services
THIS AMENDED AND RESTATED CARRYING AGREEMENT dated 10/29/2020 (the “Agreement”) is between DRIVEWEALTH, LLC, a broker-dealer registered with the SEC and a member of FINRA (“DriveWealth”), and ML WEALTH, LLC a SEC registered investment advisor (“Company”).
AMENDMENT NO. 2The Carrying Agreement • March 17th, 2022 • Moneylion Inc. • Finance services
This amendment (the “Amendment”) is made between DRIVEWEALTH, LLC (“DriveWealth”), and ML WEALTH, LLC (“Company”), and is effective as of 12/6/2021 (the “Amendment Effective Date”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 12th, 2021 • Fusion Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of February 11, 2021, by and among Fusion Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Fusion Acquisition Corp., a Delaware corporation (“Parent”), the undersigned individuals, each of whom is a member of Parent’s board of directors and/or management team (each of the undersigned individuals, an “Insider” and collectively, the “Insiders”) and MoneyLion Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • June 29th, 2021 • Fusion Acquisition Corp. • Finance services
This AMENDMENT NO. 1 (this “Amendment”), dated as of June 28, 2021 to the Agreement and Plan of Merger dated as of February 11, 2021 (as the same may be amended, modified or supplemented in accordance with its terms, the “Merger Agreement”) is entered into by and between MoneyLion Inc., a Delaware corporation (“Company”), Fusion Acquisition Corp., a Delaware corporation (“Parent”), and ML Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub” and, together with Company and Parent, the “Parties”).
MASTER RECEIVABLES PURCHASE AGREEMENT among SOUND POINT CAPITAL MANAGEMENT, LP, as Purchaser Agent, SP MAIN STREET FUNDING I LLC as Initial Purchaser THE ADDITIONAL PURCHASERS TIME TO TIME PARTY HERETO, and ML Plus LLC, as Seller dated as of June 30,...Master Receivables Purchase Agreement • August 6th, 2024 • Moneylion Inc. • Finance services
This Master Receivables Purchase Agreement (this “Agreement”) is made and entered into as of June 30, 2024, by and among Sound Point Capital Management, LP, a Delaware limited partnership, as purchaser agent (the “Purchaser Agent”), SP Main Street Funding I LLC, a Delaware limited liability company (the “Initial Purchaser”), each additional Purchaser that may from time to time become party hereto by execution of the attached joinder supplement substantially in the form of Exhibit D (each, an “Additional Purchaser” and, together with the Initial Purchaser, each individually, a “Purchaser” and collectively, the “Purchasers”) and ML Plus LLC, a Delaware limited liability company, as seller (the “Seller”).
SERVICE AGREEMENTService Agreement • May 10th, 2021 • Fusion Acquisition Corp. • Finance services • Utah
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2021 • Moneylion Inc. • Finance services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2021, is made and entered into by and among each of MoneyLion Inc., a Delaware corporation (the “Company” (formerly known as Fusion Acquisition Corp., the “SPAC”)), Fusion Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), the holders of shares of common stock, preferred stock and warrants of Old MoneyLion (as defined below) set forth on the signature pages hereto (such holders, the “ML Holders”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2021 • Fusion Acquisition Corp. • Finance services • New York
This Employment Agreement ("Agreement") is entered into as of November 19, 2019 by and between MoneyLion Inc., a Delaware corporation, with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Diwakar Choubey ("Executive”). Company and Executive shall sometimes be referred to individually as the "Party" or collectively as the "Parties."
EMPLOYMENT AGREEMENTEmployment Agreement • September 28th, 2021 • Fusion Acquisition Corp. • Finance services • New York
This Employment Agreement (“Agreement”) is entered into as of November 19, 2019 by and between MoneyLion Inc., a Delaware corporation, with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Richard Correia (“Executive”). Company and Executive shall sometimes be referred to individually as the “Party” or collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 7th, 2024 • Moneylion Inc. • Finance services • New York
This Employment Agreement (“Agreement”) is entered into as of March 14, 2022 (the “Effective Date”) by and between MoneyLion Technologies Inc., a Delaware corporation (the “Company”), with its principal place of business at 30 West 21st Street, 9th Floor, New York City, New York, and Adam VanWagner (“Executive”). Company and Executive shall sometimes be referred to individually as the “Party” or collectively as the “Parties.”
= Certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential AMENDMENT NO. 4 TO THE AMENDED AND RESTATED CARRYING AGREEMENTCarrying Agreement • November 7th, 2024 • Moneylion Inc. • Finance services
This fourth amendment (the “Fourth Amendment”) is made between DRIVEWEALTH, LLC (“DriveWealth”), and ML WEALTH, LLC (“Company”), and is effective as of 7/10/2024 (the “Fourth Amendment Effective Date”).
FIRST AMENDMENT TO ACCOUNT SERVICING AGREEMENTAccount Servicing Agreement • March 17th, 2022 • Moneylion Inc. • Finance services
This First Amendment (“First Amendment”) to the Account Servicing Agreement is by and between ML Plus LLC (“Servicer”)and MetaBank, N.A. (“Bank”), and entered into as of 12/8/2021, Capitalized terms that are not defined herein will have the same meaning as specified in the Agreement (as defined below).
ACCOUNT SERVICING AGREEMENTAccount Servicing Agreement • May 10th, 2021 • Fusion Acquisition Corp. • Finance services • South Dakota
This Account Servicing Agreement (this “Agreement”) dated as of January 14, 2020 (the “Effective Date”) is entered into by and between ML Plus LLC whose address is 30 West 21st Street, 9th Floor, New York, NY 10010 (“Servicer”) and MetaBank, dba Meta Payment Systems, whose address is 5501 S. Broadband Lane, Sioux Falls, South Dakota 57108 (“Bank”). Servicer and Bank may be referred to herein as a “Party” or collectively as the “Parties.”
AMENDMENT NO. 1 TO MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • November 7th, 2024 • Moneylion Inc. • Finance services • New York
This Amendment No. 1 to the Master Receivables Purchase Agreement, (this “Amendment”), dated as of July 19, 2024 (the “Amendment Date”) by and among Sound Point Capital Management, LP, a Delaware limited partnership, as purchaser agent (the “Purchaser Agent”), SP Main Street Funding I LLC, a Delaware limited liability company (the “Initial Purchaser”), and ML Plus LLC, a Delaware limited liability company, as seller (the “Seller”).
THIRD AMENDMENT TO ACCOUNT SERVICING AGREEMENTAccount Servicing Agreement • August 6th, 2024 • Moneylion Inc. • Finance services
This Third Amendment to Account Servicing Agreement (“Third Amendment”) is entered into as of August 2, 2024 (the “Third Amendment Effective Date”) by and between Pathward, N.A. (f/k/a MetaBank, National Association) (“Bank”), and ML Plus LLC (“Servicer”), each referred to as a “Party” individually and “Parties” collectively. Any capitalized terms used but not otherwise defined in this Third Amendment have the same meaning as defined in the Agreement.
AMENDMENT NO. 1Moneylion Inc. • March 17th, 2022 • Finance services
This amendment (the “Amendment”) is made by and between DRIVEWEALTH, LLC (“DriveWealth”), and ML WEALTH, LLC (“Company”), and is effective as of March 31, 2021 (the “Amendment Effective Date”).
