INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2020 by and between Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Ribbit LEAP, Ltd. Palo Alto, CA 94301Ribbit LEAP, Ltd. • September 4th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on July 17, 2020 by and between Ribbit LEAP Sponsor, Ltd., a Cayman Islands exempted company (the “Subscriber” or “you”), and Ribbit LEAP, Ltd., a Cayman Islands limited liability company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 25,000 ordinary shares, $1.00 par value per share (the “Shares”), up to 3,261 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:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 6th, 2021 • Ribbit LEAP, Ltd. • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December 2, 2021, between Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), and Jeff Bogan (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2020, is made and entered into by and among Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), Ribbit LEAP Sponsor, Ltd., a Cayman Islands exempted company (the “Sponsor”), the undersigned parties listed under Holder on the signature page hereto (each such party, including the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August [·], 2020, is entered into by and between Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), and Ribbit LEAP Sponsor, Ltd., a Cayman Islands exempted limited company (the “Purchaser”).
WARRANT AGREEMENT Ribbit LEAP, Ltd. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [·], 2020, is by and between Ribbit LEAP, Ltd., 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”).
Ribbit LEAP, Ltd. 35,000,000 Units(1) Underwriting AgreementUnderwriting Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • Blank checks • New York
Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as a representative (the “Representative”), an aggregate of 35,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 5,250,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
Ribbit LEAP, Ltd. Palo Alto, California 94301Letter Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • 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 Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 40,250,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a reg
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 4th, 2020 • Ribbit LEAP, Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September [ ], 2020, by and between Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), and [ ], a [ ] (the “Purchaser”).
Ribbit LEAP, Ltd. Registration and Shareholder Rights Agreement JoinderRibbit LEAP, Ltd. • December 6th, 2021 • Blank checks
By executing and delivering this signature page, Jeff Bogan (the “Purchaser”) hereby acknowledges and agrees that it is purchasing 32,500 Class B ordinary shares, par value $0.0001 per share, of Ribbit LEAP, Ltd. (the “Company”), for a purchase price of US47.11, pursuant to that certain Share Transfer Agreement, dated as of December 2, 2021, as amended, by and among the Company, Ribbit LEAP Sponsor, Ltd., a Cayman Islands exempted company (“Sponsor”) and the Purchaser. Further each of the Company, the Sponsor and the Purchaser hereby acknowledge and agree that the Purchaser hereby joins in, becomes a party to and agrees to be bound by the terms and conditions of that certain Registration and Shareholder Rights Agreement dated as of September 10, 2020, as may be amended, by and among the Company, the Sponsor and the Holders (as such term is defined therein) (the “Registration Rights Agreement”), under which the Purchaser agrees to and shall be bound by and subject to the terms of the Re
SHARE TRANSFER AGREEMENTShare Transfer Agreement • December 6th, 2021 • Ribbit LEAP, Ltd. • Blank checks • New York
This Share Transfer Agreement (this “Agreement”) is made and entered into as of December 2, 2021 (the “Effective Date”), by and among Ribbit LEAP Sponsor, Ltd., a Cayman Islands exempted company (“Transferor”), Jeff Bogan (“Transferee”) and Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”).
Ribbit LEAP, Ltd.Ribbit LEAP, Ltd. • September 4th, 2020 • Blank checks • New York
Ribbit LEAP, Ltd. Palo Alto, California 94301Letter Agreement • December 6th, 2021 • Ribbit LEAP, Ltd. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”). Reference is made to that certain letter agreement, dated September 10, 2020, among Ribbit LEAP, Ltd., a Cayman Islands exempted company (the “Company”), J.P. Morgan Securities LLC and certain individuals (the “Existing Letter Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Existing Letter Agreement.
