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 AGREEMENTLetter 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.”
