NON-REDEMPTION AND SHARE FORWARD AGREEMENTNon-Redemption and Share Forward Agreement • December 6th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This NON-REDEMPTION AND SHARE FORWARD AGREEMENT (this “Agreement”) is entered into as of December 4, 2024 by and among (i) Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (together with its successors, “SPAC”), (ii) Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (together with its successors, “PubCo”), and (iii) Ghisallo Master Fund LP, a Cayman Islands exempted limited partnership (“Stockholder”). SPAC, PubCo, the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT TO COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 6th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This AMENDMENT TO COMPANY SUPPORT AGREEMENT (this “Amendment”), is entered into as of December 6, 2024, by and among TBCP IV, LLC, a Delaware limited liability company (“Thunder Bridge Sponsor”), Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex” or the “Equityholder”), and Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”). Thunder Bridge Sponsor, Monex and PubCo are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT WAIVERBusiness Combination Agreement Waiver • December 6th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT WAIVER (this “Waiver”), is entered into as of December 6, 2024, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
