LOCK-UP AGREEMENTLock-Up Agreement • November 10th, 2020 • Netfin Acquisition Corp. • Services-computer processing & data preparation • New York
This STOCKHOLDER LOCK-UP AGREEMENT (this “Agreement”), dated as of November 10, 2020, is entered into by and among Triterras, Inc., a Cayman Islands exempted company (“Holdco”), Netfin Acquisition Corp., a Cayman Islands exempted company (“Netfin”), MVR Netfin LLC, a Nevada limited liability company, as the representative of Netfin (“Netfin Representative”), IKON Strategic Holdings Fund, a Cayman Islands exempted company (along with any of its respective transferees, successors or assigns, “IKON”) and Symphonia Strategic Opportunities Limited (along with any of its respective transferees, successors or assigns,“SSOL”, and together with IKON, the “Stockholders” and each a “Stockholder”). Capitalized terms used but not defined herein shall have the meaning given to such terms in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENT among TRITERRAS, INC. and THE OTHER PARTIES NAMED HEREIN Dated: November 10, 2020 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2020 • Netfin Acquisition Corp. • Services-computer processing & data preparation • New York
WHEREAS, pursuant to the Business Combination Agreement, dated as of July 29, 2020 (as amended on August 28, 2020), by and among the Company, Netfin, Netfin Merger Sub, a Cayman Islands exempted company, Netfin Representative, SSOL and IKON (the “Business Combination Agreement”), immediately prior to the Closing, Merger Sub will merge (the “Merger”) with and into Netfin, with Netfin continuing as the surviving corporation and wholly-owned subsidiary of the Company, as a result of which, each issued and outstanding ordinary share of Netfin immediately prior to the Transactions (as defined herein) became no longer outstanding and was automatically converted into the right of the holder thereof to receive one Holdco Ordinary Share and each outstanding warrant to purchase ordinary shares of Netfin became exercisable for Holdco Ordinary Shares on identical terms;
