INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2023 • Bloom HoldCo LLC • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [*], 2023 (the “Effective Date”), between Bloom HoldCo LLC, a Delaware limited liability company (the “Company”), and [NAME] (“Indemnitee”).
Independent Contractor AgreementIndependent Contractor Agreement • June 5th, 2023 • Bloom HoldCo LLC • Delaware
This Independent Contractor Agreement (“Agreement”) is made and entered into as of May 11, 2023 (the “Commencement Date”) by and between Bloom HoldCo LLC, a Delaware limited liability company (the “Company”), and Flatiron Collective, Inc., a Delaware corporation (the “Consultant”). The Consultant’s Services contemplated under this Agreement shall be performed by Ryan Faber, an individual residing in the State of Connecticut (“Service Provider”). The Company and the Consultant may each be referred to herein as a “party,” or together, the “parties.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 7th, 2024 • Bloom HoldCo LLC • Finance services • Delaware
THIS SHARE PURCHASE AGREEMENT, dated as of October 31, 2024 (the “Effective Date”) (herein together with the Schedules and Exhibits attached hereto, the (“Agreement”), is entered into by and among Ryan Faber, Jesse Leimgruber, John Backus and Alain Meier (each a “Founder Seller” and collectively the “Founder Sellers”) as the voting members of Bloom HoldCo LLC, a Delaware limited liability company (the “Company”), Ryan Faber, as the Sellers’ Representative, and Virtual Assets Lab AG, a Swiss company limited by shares (the “Buyer”). Capitalized terms used in this Agreement are defined or otherwise referenced in Section 8.1 of this Agreement. Buyer and Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties”). The Founder Sellers together with the non-voting shareholders/RSU/PSU holders are collectively referred to herein as the “Sellers”.
CONTINGENT CONSIDERATION SIDE LETTER AGREEMENTContingent Consideration Side Letter Agreement • November 7th, 2024 • Bloom HoldCo LLC • Finance services • Delaware
THIS CONTINGENT CONSIDERATION SIDE LETTER AGREEMENT (this “Letter Agreement”) is made and entered as of the October 31, 2024 (the “Effective Date”), by and among the Founder Sellers on behalf of themselves and the non-voting shareholders of Bloom HoldCo LLC (the "Company") (collectively, the “Sellers”), Ryan Faber, as the Sellers’ Representative, and Virtual Assets Lab AG, a Swiss company limited by shares (the "Buyer"). Terms not otherwise defined herein shall have the meaning ascribed to them in that certain Purchase and Sale Agreement entered into by and between the Parties (the “Purchase Agreement”). The Buyer, Founder Sellers, and Sellers’ Representative are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • June 5th, 2023 • Bloom HoldCo LLC • New York
This EQUITY PLEDGE AGREEMENT, dated as of July 18 2022 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Jesse Leimgruber, an individual (the “Pledgor”), in favor of Bloom HoldCo. LLC (the “Secured Party”).
BLOOM HOLDCO LLC CONTRIBUTION AGREEMENTContribution Agreement • June 5th, 2023 • Bloom HoldCo LLC • Delaware
This BLOOM HOLDCO LLC CONTRIBUTION AGREEMENT, dated 12/26/17 (the “Agreement”), is entered into, by and between Alain Pierre Meier, John Carlton Backus III, Jesse Jordan Leimgruber, Ryan Douglas Faber and Bloom Holdco LLC (the “Company”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF BLOOM HOLDCO LLC a Delaware Limited Liability CompanyOperating Agreement • June 5th, 2023 • Bloom HoldCo LLC • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Bloom Holdco LLC, a Delaware limited liability company (the “Company”) is effective as of May 11, 2023 (the “Effective Date”) and is entered into by and among the Company and the persons listed as members of the Company on the Company’s share register, as amended from time to time (the “Members”).
