REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2020, is made and entered into by and among VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), VPC Impact Acquisition Holdings Sponsor, LLC, a Delaware 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 22, 2020 by and between VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • September 16th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___, 2020, by and between VPC IMPACT ACQUISITION HOLDINGS, a Cayman Islands exempted company (the “Company”), and _____________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 16th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), and VPC Impact Acquisition Holdings Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT BAKKT HOLDINGS, INC.Common Stock Purchase Warrant • March 4th, 2024 • Bakkt Holdings, Inc. • Finance services
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [INVESTOR] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BAKKT HOLDINGS, INC., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WARRANT AGREEMENTWarrant Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 22, 2020, is by and between VPC Impact Acquisition Holdings, 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”).
VPC Impact Acquisition Holdings c/o Victory Park Capital Advisors, LLC Chicago, IL 60606 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), and Jefferies LLC, 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 23,000,000 of the Company’s units (including up to 3,000,000 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-half of one redeemable warrant. Each whole 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)
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 22, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), and VPC Impact Acquisition Holdings Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
20,000,000 Units VPC Impact Acquisition Holdings UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2021 • VPC Impact Acquisition Holdings • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 11, 2021 by and between VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”), and the undersigned subscriber(s) (“Subscriber”).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 4th, 2024 • Bakkt Holdings, Inc. • Finance services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 29, 2024, between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (including its successors and assigns, the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is made effective as of ______________________, 2021 (the “Effective Date”), by and between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and _________________________________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • May 11th, 2023 • Bakkt Holdings, Inc. • Finance services • Delaware
Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
BAKKT HOLDINGS, INC.Performance Unit Agreement • May 11th, 2023 • Bakkt Holdings, Inc. • Finance services • Delaware
Unless otherwise defined herein, the terms defined in the Bakkt Holdings, Inc. 2021 Omnibus Employee Incentive Plan (the “Plan”) will have the same meanings in this Performance Unit Agreement which includes the Notice of Performance Unit Grant (the “Notice of Grant”), the Terms and Conditions of Performance Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”).
Dated August 29, 2019 ICE Futures U.S., Inc., ICE Clear US, Inc. and Bakkt Trust Company LLC Digital Currency Trading, Clearing and Warehouse Services AgreementDigital Currency Trading, Clearing and Warehouse Services Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • New York
The Parties will follow Intercontinental Exchange, Inc.’s incident management policy and procedures as in effect from time to time.
VPC IMPACT ACQUISITION HOLDINGS c/o Victory Park Capital Advisors, LLC Chicago, Illinois 60606Administrative Services Agreement • September 28th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
This letter agreement (this “Agreement”) by and between VPC Impact Acquisition Holdings (the “Company”) and VPC Impact Acquisition 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 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”):
BAKKT HOLDINGS, LLC VPC IMPACT ACQUISITION HOLDINGS EMPLOYMENT AGREEMENT FOR ANDREW LABENNEEmployment Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Georgia
This is an Employment Agreement (the “Employment Agreement”), dated as of March 16, 2021, by and among (i) Bakkt Holdings, LLC, a Delaware limited liability company (together with its direct and indirect subsidiaries, the “Company”), (ii) upon and subject to the closing of the transaction (the “Transaction”) described in that certain Agreement and Plan of Merger dated January 11, 2021 among the Company, VIH (as defined below), and Pylon Merger Company LLC, VPC Impact Acquisition Holdings (“VIH”), a Cayman Islands exempted company which, in connection with the Transaction, shall be redomiciled in Delaware and re-named Bakkt Holdings, Inc. (“PubCo” and, together with the Company, “Bakkt”, it being understood that all payment obligations to Executive other than the equity grant referenced in Section 5(c) hereof shall be solely the obligation of the Company), and (iii) Andrew Labenne (“Executive”), the terms and conditions of which are as follows:
SUPPORT AGREEMENTSupport Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software
THIS SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of January 11, 2021, by and among (i) each member of Bakkt Opco (as defined below) delivering a signature page or joinder to this Agreement (each a “Restricted Party”) in favor of, and for the benefit of, VIH (as defined below), (ii) Bakkt Holdings, LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), “Bakkt Opco”), and (iii) VPC Impact Acquisition Holdings, a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “VIH”). Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
Promissory NotePromissory Note • September 16th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF VOTING SUPPORT AGREEMENTVoting Support Agreement • March 4th, 2024 • Bakkt Holdings, Inc. • Finance services • Delaware
This Voting Support Agreement (this “Agreement”), dated as of February 29, 2024, is entered into by and between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc. (the “Supporting Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreements (as defined below).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 3rd, 2023 • Bakkt Holdings, Inc. • Finance services
This Amendment No. 1 (this “Amendment”) to that certain Membership Interest Purchase Agreement dated as of November 2, 2022 (the “Agreement”) is made and entered into as of March 30, 2023, by and among Bakkt Marketplace, LLC (“Purchaser”), Bakkt Holdings, Inc. (“Parent”), Apex Fintech Solutions, Inc. (“Seller”), and Apex Crypto LLC (the “Company”) (collectively, the “Parties”). Capitalized terms used in this Amendment but not defined herein shall have the meanings provided such terms in the Agreement.
STOCKHOLDERS AGREEMENT OF BAKKT HOLDINGS, INC. DATED AS OF OCTOBER 15, 2021Stockholders Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This Stockholders Agreement is entered into as of October 15, 2021, by and among (i) Bakkt Holdings, Inc., a Delaware corporation (“Pubco”), (ii) each of the parties listed on Schedule 1 hereto (each, a “Bakkt Equity Holder” and, collectively, the “Bakkt Equity Holders”) and (iii) VPC Impact Acquisition Holdings Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with the Bakkt Equity Holders, the “Stockholders”).
BAKKT HOLDINGS, INC. EMPLOYMENT AGREEMENT FOR KAREN ALEXANDEREmployment Agreement • October 13th, 2022 • Bakkt Holdings, Inc. • Services-prepackaged software • Georgia
This is an Employment Agreement (the “Employment Agreement”), dated as of October 12, 2022, by and between Bakkt Holdings, Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Karen Alexander (“Executive”), the terms and conditions of which are as follows:
2 - 1.1 Change to the Company. References to the “Company” in the Existing Warrant Agreement shall hereafter refer to “Bakkt Holdings, Inc.” 1.2 Changes to Common Stock. References to “Ordinary Shares” in the Existing Warrant Agreement shall hereafter...Warrant Agreement • March 31st, 2022 • Bakkt Holdings, Inc. • Services-prepackaged software
2 - Executive’s duties and responsibilities and exercise Executive’s powers under the terms of this Employment Agreement. 4. Outside Activities. Executive shall not serve on any boards of directors of, or provide services (whether as an employee or...Employment Agreement • March 31st, 2022 • Bakkt Holdings, Inc. • Services-prepackaged software • Georgia
AMENDMENT TO INSIDER LETTERInsider Letter • January 11th, 2021 • VPC Impact Acquisition Holdings • Blank checks
This Amendment, dated as of January 11, 2021 (this “Amendment”) to that certain letter agreement, dated September 22, 2020, by and among VPC Impact Acquisition Holdings Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”) each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) (the “Original Sponsor Letter”) and Bakkt Holdings, LLC, a Delaware limited liability company (together with any successor thereto upon the consummation of the Merger (as defined below), “Bakkt Opco” and together with the Insiders, the Sponsor and the Company, collectively, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Original Sponsor Letter.
Securities Subscription AgreementSecurities Subscription Agreement • September 16th, 2020 • VPC Impact Acquisition Holdings • Blank checks • New York
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by VPC Impact Acquisition Holdings Sponsor, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Cooperation AgreementCooperation Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This letter agreement (this “Agreement”) is being entered into between Bakkt Holdings, Inc., a Delaware corporation (formerly VPC Impact Acquisition Holdings, a Cayman Islands exempted company) (the “Company”), and Intercontinental Exchange, Inc., a Delaware corporation (“ICE”), pursuant to Section 5.19 of, and concurrently with the closing (the “Closing”) of the transactions contemplated by, that certain Agreement and Plan of Merger, dated as of January 11, 2021 (as amended, the “Merger Agreement”), by and among the Company, Pylon Merger Company LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt Opco”), to facilitate compliance by ICE (together with its subsidiaries, collectively, “Shareholder”) following the Closing with Shareholder’s accounting, financial reporting, public disclosure and similar requirements insofar as they relate to Shareholder’s ownership interest in the Compan
BAKKT OPCO HOLDINGS, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 15, 2021Limited Liability Company Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 15, 2021 (the “Effective Date”), is entered into, by and among Bakkt Opco Holdings, LLC, a Delaware limited liability company (the “Company”) and the Members (as defined below).
AGREEMENT AND PLAN OF MERGER by and among VPC Impact Acquisition Holdings, Pylon Merger Company LLC and Bakkt Holdings, LLC Dated January 11, 2021Merger Agreement • January 11th, 2021 • VPC Impact Acquisition Holdings • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 11, 2021, by and among VPC Impact Acquisition Holdings, a Cayman Islands exempted company (“VIH”), Pylon Merger Company LLC, a Delaware limited liability company and wholly-owned subsidiary of VIH (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt Opco”). VIH, Merger Sub and Bakkt Opco may be referred to herein, collectively, as the “Parties” and, individually, as a “Party”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of October 15, 2021, by and among (i) Bakkt Holdings Inc., a Delaware corporation (formerly known as VPC Impact Acquisition Holdings) (“Pubco”), (ii) each of the parties listed on Schedule 1 hereto (each, a “Bakkt Equity Holder” and collectively, the “Bakkt Equity Holders”), (iii) VPC Impact Acquisition Holdings Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), (iv) the other individuals identified on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement.
RELEASE AGREEMENTRelease Agreement • March 19th, 2024 • Bakkt Holdings, Inc. • Finance services • Georgia
This Release Agreement (“Agreement”) is made by and between Gavin Michael (“Executive”) and Bakkt Holdings, Inc. (the “Company”) (together, with its parents, subsidiaries, divisions, affiliates, related business entities, successors, and assigns, and any of the respective affiliates of the Company, including, without limitation, Bakkt Opco Holdings, LLC (formerly Bakkt Holdings, LLC) and Bakkt, LLC, the “Company Group”) (the Company and Executive jointly referred to as the “Parties” or individually referred to as a “Party”).
STOCKHOLDERS’ AGREEMENTStockholders' Agreement • November 3rd, 2022 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of November 2, 2022, is entered into by and between Bakkt Holdings, Inc., a Delaware corporation (the “Company”), Apex Fintech Solutions Inc., a Delaware limited liability company (“Investor”), and PEAK6 Investments LLC, a Delaware limited liability company agreement (“PEAK6 Investments”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2024 • Bakkt Holdings, Inc. • Finance services • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 18, 2024, to be effective as of March 26, 2024 (the “Effective Date”) by and between Bakkt Holdings, Inc. (the “Company”) and Andrew A. Main (“Executive”) (jointly referred to as the “Parties” or individually referred to as a “Party”).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • April 29th, 2024 • Bakkt Holdings, Inc. • Finance services • Delaware
This First Amendment (this “Amendment”) is dated as of April 26, 2024, by and between Bakkt Holdings, Inc., in its capacity as managing member of the Company (the “Managing Member”), and Intercontinental Exchange Holdings, Inc., who represents the Required Interest, and modifies that certain Third Amended and Restated Limited Liability Company Agreement of Bakkt OpCo Holdings, LLC (the “Company”) dated as of October 15, 2021 (the “LLC Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the LLC Agreement.
