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”).
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.
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).
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”).
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).
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.
TAX RECEIVABLE AGREEMENT among BAKKT HOLDINGS, INC. and THE PERSONS NAMED HEREIN Dated as of October 15, 2021Tax Receivable Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of October 15, 2021, is hereby entered into by and among Bakkt Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the other persons from time to time party hereto (the “TRA Parties”).
EXCHANGE AGREEMENTExchange Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of October 15, 2021, is entered into by and among Bakkt Holdings, Inc., a Delaware corporation (together with any successor thereto, “Bakkt Pubco”), Bakkt Opco Holdings, LLC, a Delaware limited liability company (together with any successor thereto, the “Company”), and the other Unitholders of the Company from time to time party hereto.
VOTING AGREEMENTVoting Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”) is made as of October 15, 2021 (the “Effective Date”), by and among Bakkt Holdings, Inc., a Delaware corporation (the “Company”), and Intercontinental Exchange Holdings, Inc., a Delaware corporation (the “Stockholder”).
THIRD AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • October 21st, 2021 • Bakkt Holdings, Inc. • Services-prepackaged software • New York
THIS THIRD AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENT (this “Agreement”), effective as of April 1, 2019, is made and entered into by and between Intercontinental Exchange Holdings, Inc., a Delaware corporation (“ICE”), and Bakkt Holdings, LLC, a Delaware limited liability company, and its subsidiaries (“Recipient”). ICE and Recipient are sometimes referred to herein as a “Party” and collectively as the “Parties”.
