[Equity Purchase Agreement Overview](index=1&type=section&id=Equity%20Purchase%20Agreement) This section provides a high-level overview of the Equity Purchase Agreement, identifying the parties involved and the core purpose of the transaction [Parties to the Agreement](index=1&type=section&id=Parties%20to%20the%20Agreement) This section identifies the Purchaser, Parent, and the specific Acquired Companies involved in the Equity Purchase Agreement, dated July 23, 2025 - The agreement outlines the sale of all equity interests in the Acquired Companies from the Parent to the Purchaser[8](index=8&type=chunk)[10](index=10&type=chunk) - Key parties involved are: - **Purchaser:** Project Labrador Holdco, LLC - **Parent (Seller):** Bakkt Opco Holdings, LLC - **Acquired Companies:** Bridge2 Solutions, LLC; B2S Resale, LLC; Aspire Loyalty Travel Solutions, LLC; Bridge2 Solutions Canada Ltd[2](index=2&type=chunk)[8](index=8&type=chunk) [Article I: Certain Definitions](index=5&type=section&id=ARTICLE%20I.%20CERTAIN%20DEFINITIONS) This article defines key financial, legal, and operational terms such as Purchase Price, Escrow Amount, Working Capital, and Material Adverse Effect to ensure clarity throughout the agreement Key Financial Definitions | Term | Definition | Source Chunk | | :--- | :--- | :--- | | **Purchase Price** | An amount of cash equal to $1.00 | [62] | | **Escrow Amount** | The sum of the Indemnity Escrow Amount ($1,000,000) and the Adjustment Escrow Amount ($1,500,000), totaling $2,500,000 | [28, 38, 17] | | **Adjustment Escrow Amount** | $1,500,000, held to secure post-closing working capital and indebtedness adjustments | [17] | | **Indemnity Escrow Amount** | $1,000,000, held to secure indemnification claims by the Purchaser | [38] | | **Target Working Capital** | Defined as $0 | [63] | - An "Acquired Companies Material Adverse Effect" is defined as an event having a material adverse effect on the business, results, or financial condition of the Acquired Companies, but excludes a comprehensive list of general economic, market, or political changes, unless they have a disproportionate impact[14](index=14&type=chunk) [Article II: The Transaction](index=18&type=section&id=ARTICLE%20II.%20THE%20TRANSACTION) This article details the acquisition mechanics, including the purchase and sale of Equity Interests, closing procedures, escrow account establishment, and payment and tax withholding protocols - At the closing, the Purchaser will buy all Equity Interests from the Parent in exchange for the Total Consideration, which is the Purchase Price of **$1.00** subject to post-closing adjustments[78](index=78&type=chunk)[66](index=66&type=chunk) - The Parent is required to deposit the Escrow Amount (**$2,500,000**) into an Escrow Account at closing, divided into an Indemnity Escrow and an Adjustment Escrow, securing potential indemnification claims and post-closing financial adjustments[80](index=80&type=chunk)[83](index=83&type=chunk) - At least three business days before closing, the Parent must provide a statement with good faith estimates of Working Capital and Indebtedness to calculate the initial Purchase Price[79](index=79&type=chunk) - The agreement grants the Purchaser and Acquired Companies the right to withhold taxes from payments as required by law, with a provision to notify the Parent five business days prior to withholding[82](index=82&type=chunk) [Article III: Post-Closing Adjustments](index=20&type=section&id=ARTICLE%20III.%20POST-CLOSING%20ADJUSTMENTS) This article details the post-closing purchase price adjustment process, including the determination of final Working Capital and Indebtedness, dispute resolution, and subsequent payments to or from the escrow account - Within **60 days** after closing, the Purchaser must prepare and deliver a Closing Date Balance Sheet to determine the Final Working Capital and Final Indebtedness[85](index=85&type=chunk) - The Parent has a **30-day** "Working Capital Dispute Period" to review and dispute the Purchaser's calculations, with unresolved disputes settled by an independent "Arbitrating Accountant" (Grant Thornton LLP)[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - Final adjustments are made based on determined Final Working Capital and Final Indebtedness, resulting in payments from the Adjustment Escrow Amount to the Purchaser for deficits/surpluses or from the Purchaser to the Parent for surpluses/deficits[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - A TTM (Trailing Twelve Month) Working Capital Report will be prepared one year post-closing to calculate any TTM Working Capital Surplus, which would result in a payment from the Purchaser to the Parent[87](index=87&type=chunk)[93](index=93&type=chunk) [Article IV: Representations and Warranties of the Acquired Companies](index=23&type=section&id=ARTICLE%20IV.%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20ACQUIRED%20COMPANIES) This article details the Acquired Companies' representations and warranties concerning corporate organization, financial statements, taxes, intellectual property, and compliance, serving as a baseline for due diligence and potential indemnification claims - The Acquired Companies represent that their financial statements are derived from the books of the Public Parent (Bakkt Holdings, Inc.), prepared in accordance with GAAP, and fairly present their financial position as of March 31, 2025[103](index=103&type=chunk)[104](index=104&type=chunk) - Extensive representations are made regarding tax matters, including timely filing of returns, payment of taxes, absence of audits, and proper classification for tax purposes (e.g., Bridge2 Company and Aspire Company as disregarded entities)[110](index=110&type=chunk)[112](index=112&type=chunk)[119](index=119&type=chunk) - The article warrants that the Acquired Companies' Intellectual Property, combined with licensed IP and services under the Transition Services Agreement, is sufficient to operate the Business as it was prior to closing[173](index=173&type=chunk)[195](index=195&type=chunk) - The Acquired Companies disclaim all other warranties not explicitly stated in this article, including any projections or estimates about future performance[197](index=197&type=chunk) [Article V: Representations and Warranties of the Parent](index=44&type=section&id=ARTICLE%20V.%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20PARENT) This article outlines the Parent's representations and warranties regarding its legal status, authority to execute the agreement, and clear ownership of the equity interests being transferred - The Parent warrants that it is a duly organized and validly existing limited liability company under Delaware law with the full authority to execute the agreement[199](index=199&type=chunk)[200](index=200&type=chunk) - The Parent represents that it holds **100%** of the issued and outstanding Equity Interests of the Acquired Companies and will transfer good and marketable title to the Purchaser, free of any encumbrances[203](index=203&type=chunk) - The Parent confirms that it has not employed any broker or financial advisor for which the Purchaser or Acquired Entities could become liable for fees[205](index=205&type=chunk) - Similar to the Acquired Companies, the Parent explicitly disclaims any representations or warranties not set forth in this article[208](index=208&type=chunk) [Article VI: Representations and Warranties of Purchaser](index=46&type=section&id=ARTICLE%20VI.%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20PURCHASER) This article outlines the Purchaser's representations and warranties concerning its legal standing, authority to complete the transaction, financial capability, and investment intent - The Purchaser represents it is a duly organized Delaware LLC with full power and authority to execute the agreement and consummate the transaction[209](index=209&type=chunk)[210](index=210&type=chunk) - The Purchaser warrants that at closing, it will have at least **$15,000,000** in available financing to support the purchase card credit limit under the Outpayce Agreement, pay the Purchase Price, and fund the business for at least **12 months** post-closing[215](index=215&type=chunk) - The Purchaser confirms it is acquiring the Equity Interests for its own investment purposes and not for distribution or resale[217](index=217&type=chunk) - The Purchaser acknowledges that it has conducted its own independent investigation and is relying solely on the representations and warranties expressly set forth in Articles IV and V of the agreement[219](index=219&type=chunk) [Article VII: Covenants](index=49&type=section&id=ARTICLE%20VII.%20COVENANTS) This article details the binding covenants governing the parties' actions before and after closing, including business conduct, tax matters, employee issues, confidentiality, and non-solicitation of alternative transactions - **Conduct of Business:** From the agreement date until closing, the Parent must cause the Acquired Entities to operate in the ordinary course of business and not take certain actions (e.g., amend organizational documents, issue equity, make material changes) without the Purchaser's consent[248](index=248&type=chunk)[249](index=249&type=chunk) - **Tax Matters:** The article specifies how pre-closing tax returns will be handled, allocates responsibility for transfer taxes (**50%** Parent, **50%** Purchaser), and outlines procedures for tax contests and the allocation of the purchase price for tax purposes[235](index=235&type=chunk)[240](index=240&type=chunk)[243](index=243&type=chunk) - **Employee Matters:** Establishes non-solicitation covenants for **one year** post-closing, where neither party will solicit certain employees from the other, and obligates the Purchaser to make employment offers to specified "Available Employees"[228](index=228&type=chunk)[229](index=229&type=chunk) - **No Solicitation:** The Parent agrees not to solicit, negotiate, or entertain any alternative acquisition proposals for the Acquired Entities until the closing or termination of this agreement[259](index=259&type=chunk) [Article VIII: Conditions to the Purchase and Sale](index=60&type=section&id=ARTICLE%20VIII.%20CONDITIONS%20TO%20THE%20PURCHASE%20AND%20SALE) This article outlines the specific conditions that must be satisfied or waived by both the Purchaser and Parent before the transaction can be completed, with failure potentially leading to termination - **Conditions to Purchaser's Obligation:** Key conditions include the accuracy of the Seller's representations and warranties, performance of covenants, execution of the Pre-Closing Assignment, and delivery of various documents like the Escrow and Transition Services Agreements[262](index=262&type=chunk) - A critical financial condition for the Purchaser is that the Cash on Hand of the Acquired Companies at closing must be no less than **$11,000,000**, plus adjustments for Estimated Working Capital and Estimated Indebtedness[263](index=263&type=chunk) - A significant condition for the Purchaser is that at least **80%** of a specified group of "Available Employees" must accept their employment offers[262](index=262&type=chunk)[263](index=263&type=chunk) - **Conditions to Parent's Obligation:** Key conditions for the Parent include the accuracy of the Purchaser's representations, Purchaser's performance of its covenants, and delivery of executed documents such as the Escrow Agreement, Transition Services Agreement, and the Braintree Note[265](index=265&type=chunk)[266](index=266&type=chunk) [Article IX: Survival; Indemnification](index=63&type=section&id=ARTICLE%20IX.%20SURVIVAL%3B%20INDEMNIFICATION) This article defines post-closing remedies for breaches, establishing survival periods for representations and warranties, outlining indemnification obligations, procedures for claims, and crucial limitations like deductibles and caps - **Survival Periods:** General representations and warranties survive for **one year** post-closing, while "Fundamental Representations" (e.g., organization, capitalization, authority) survive until the statute of limitations expires plus **60 days**[268](index=268&type=chunk) - **Indemnification by Parent:** The Parent agrees to indemnify the Purchaser for losses arising from breaches of representations/warranties, breaches of covenants, all "Indemnified Taxes," and claims related to Transaction Expenses or pre-closing Indebtedness[269](index=269&type=chunk) Limitations on Parent's Indemnification for General Representations | Limitation | Amount | Description | | :--- | :--- | :--- | | **De Minimis Threshold** | $15,000 | A single claim must exceed this amount to be considered | | **Aggregate Deductible** | $60,000 | The total of all qualifying claims must exceed this amount before any indemnification is paid Once met, payment is from the first dollar | | **Indemnification Cap** | $1,000,000 | The maximum aggregate amount the Parent will pay for breaches of general representations | - **Exclusive Remedy:** Except in cases of Fraud or for seeking equitable relief (like specific performance), the indemnification process outlined in this article is the sole and exclusive remedy for any breaches of the agreement after closing[285](index=285&type=chunk)[286](index=286&type=chunk) [Article X: Termination](index=68&type=section&id=ARTICLE%20X.%20TERMINATION) This article specifies the conditions under which the Equity Purchase Agreement can be terminated by either party before closing, outlining the consequences and surviving obligations - The agreement can be terminated by: - Mutual written consent of all parties - Either party if a final, non-appealable court order prohibits the transaction - The Parent if the Purchaser commits a material breach and fails to begin curing it within **20 days** - The Purchaser if the Acquired Companies commit a material breach and fails to begin curing it within **20 days**[288](index=288&type=chunk) - If the agreement is terminated, it becomes void with no further liability, except for certain surviving provisions (like confidentiality) and liability for any fraud or willful and material breach that occurred prior to termination[289](index=289&type=chunk) [Article XI: General Provisions](index=69&type=section&id=ARTICLE%20XI.%20GENERAL%20PROVISIONS) This article contains standard legal clauses governing the agreement's interpretation and enforcement, covering notices, governing law, dispute jurisdiction, jury trial waiver, fees, and legal representation - **Governing Law and Jurisdiction:** The agreement is governed by the laws of the State of Delaware, and the parties submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware for any disputes[303](index=303&type=chunk)[304](index=304&type=chunk) - **Fees and Expenses:** Generally, each party pays its own costs, but upon closing or termination (unless due to Purchaser's breach), the Parent agrees to pay the Purchaser's counsel fees up to an aggregate amount of **$600,000**[298](index=298&type=chunk) - **Waiver of Jury Trial:** All parties irrevocably waive their right to a trial by jury for any controversy arising under the agreement[305](index=305&type=chunk) - **Legal Representation:** The agreement acknowledges that Wilson Sonsini Goodrich & Rosati, P.C. represented the Parent and Acquired Companies, with the Purchaser waiving conflict of interest and agreeing that attorney-client privilege for pre-closing communications belongs to the Parent[311](index=311&type=chunk)[312](index=312&type=chunk) [Exhibits](index=77&type=section&id=Exhibits) This section includes ancillary documents such as the Braintree Note, Escrow Agreement, and Transition Services Agreement, which are integral to the overall transaction - **Exhibit A - Braintree Note:** This is the form of a promissory note from the Issuer (Project Labrador Holdco, LLC) to the Seller (Bakkt Opco Holdings, LLC), related to the Braintree Loan Amount and specifying terms of payment, interest, and subordination to senior debt[322](index=322&type=chunk)[324](index=324&type=chunk)[325](index=325&type=chunk) - **Exhibit B - Escrow Agreement:** This agreement details the terms under which Acquiom Clearinghouse LLC will act as the Escrow Agent, holding the Escrow Funds and disbursing them according to joint instructions from the Purchaser and Parent or as otherwise specified[340](index=340&type=chunk)[342](index=342&type=chunk)[343](index=343&type=chunk) - **Exhibit C - Transition Services Agreement (TSA):** This agreement outlines the services that the Seller will provide to the Purchaser (and vice-versa) for a transitional period post-closing to ensure business continuity, covering scope, compensation, performance standards, and term (an initial **ten months**, with a possible **three-month** extension)[368](index=368&type=chunk)[370](index=370&type=chunk)[412](index=412&type=chunk)

Stock Performance - Bakkt stock plummets 40% [1] Financial Offering - Bakkt announces pricing of $75 million public offering [1] Investment Strategy - Public offering intended to buy Bitcoin [1]

Business Strategy - Bakkt Holdings sold its loyalty services business to focus on being a "pure-play crypto" company [1] Financial Strategy - Bakkt Holdings plans to raise $75 million to purchase Bitcoin and other digital assets [1]

Financial Data and Key Metrics Changes - The meeting discussed the approval of various proposals, including an amendment to the 2021 Omnibus incentive plan to authorize an additional 979,201 shares, increasing the total to 4,014,123 shares [7][15] - The number of authorized shares of Class A common stock will increase from 30,000,000 to 60,000,000 shares, and the total authorized shares of common stock will rise from 40,000,000 to 70,000,000 shares [7][15] Business Line Data and Key Metrics Changes - No specific business line data or key metrics were provided during the meeting [4][9] Market Data and Key Metrics Changes - No specific market data or key metrics were discussed during the meeting [4][9] Company Strategy and Development Direction and Industry Competition - The company is focused on increasing its authorized shares and enhancing its incentive plan, which may indicate a strategy to attract and retain talent while preparing for future growth [7][15] Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [4][9] Other Important Information - The meeting was recorded, and any unauthorized recording was prohibited [4] - The company emphasized that responses to questions may include forward-looking statements, and actual results could differ materially from those contemplated [11] Q&A Session Summary Question: What are the implications of the approved proposals? - The approved proposals, including the increase in authorized shares and the amendment to the incentive plan, are aimed at positioning the company for future growth and enhancing its governance structure [15] Question: Will there be any updates on financial guidance? - The company stated that federal securities laws prohibit providing any material nonpublic information, including updates on financial guidance [10]

Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Bakkt Holdings, Inc. on behalf of long-term stockholders following a class action complaint filed on April 2, 2025, concerning alleged breaches of fiduciary duties by the board of directors [1] Group 1: Class Action Complaint Details - The class action complaint alleges that during the Class Period from March 25, 2024, to March 17, 2025, Bakkt's Defendants made materially false and misleading statements and failed to disclose adverse facts about the company's business and operations [2] - Specific allegations include misrepresentation of the stability and diversity of crypto services revenue, failure to disclose dependence on a single contract with Webull, and misrepresentation of the ability to maintain key client relationships [2] Group 2: Contact Information for Stakeholders - Long-term stockholders of Bakkt are encouraged to contact Bragar Eagel & Squire, P.C. for more information regarding the claims or any questions about their rights [3] - Contact can be made via email or telephone, and there is no cost or obligation for inquiries [3] Group 3: About the Law Firm - Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York and California, representing individual and institutional investors in various complex litigations [4]

Core Viewpoint - A class action lawsuit has been filed against Bakkt Holdings, Inc. for alleged violations of federal securities laws, specifically regarding misleading statements about the stability of its crypto business and revenue diversity [1] Group 1: Lawsuit Details - The lawsuit pertains to shareholders who purchased Bakkt's securities between March 25, 2024, and March 17, 2025 [1] - The complaint claims that Bakkt misrepresented the stability of its crypto business and the diversity of its revenue streams [1] - It is alleged that Bakkt failed to disclose its significant reliance on a contract with Webull for its crypto revenues [1] Group 2: Investor Impact - Shareholders who suffered losses during the class period are encouraged to contact the DJS Law Group to participate in the lawsuit [2] - The DJS Law Group specializes in securities class actions and aims to enhance investor returns through advocacy [3]

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Bakkt Holdings, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on June 2, 2025, and the potential for compensation without out-of-pocket costs [1][2]. Group 1: Class Action Details - The class action lawsuit against Bakkt alleges that the company made false or misleading statements regarding its crypto services revenue stability and diversity, and failed to disclose its dependence on a single contract with Webull [4]. - The lawsuit claims that Bakkt misrepresented its ability to maintain key client relationships, leading to materially misleading statements about its business and operations [4]. Group 2: Legal Representation - Investors are encouraged to select qualified legal counsel with a proven track record in securities class actions, as many firms may not have the necessary experience or resources [3]. - Rosen Law Firm has a history of successful settlements, including the largest securities class action settlement against a Chinese company at the time, and has recovered hundreds of millions for investors [3].

Core Viewpoint - Kuehn Law, PLLC is investigating potential breaches of fiduciary duties by officers and directors of Bakkt Holdings, Inc. related to misrepresentation of the company's financial stability and revenue sources [1][2]. Group 1: Allegations and Misrepresentation - Insiders at Bakkt allegedly caused the company to misrepresent or fail to disclose critical information regarding the stability and diversity of its crypto services revenue [2]. - It was revealed that Bakkt's crypto services revenue was heavily reliant on a single contract with Webull, raising concerns about revenue sustainability [2]. - The company's ability to maintain key client relationships was also questioned, suggesting that previous positive statements about Bakkt's business and prospects were misleading [2]. Group 2: Shareholder Actions - Shareholders who purchased BKKT shares prior to March 25, 2024, are encouraged to contact Kuehn Law to discuss potential legal actions, as there may be limited time to enforce their rights [3]. - Kuehn Law offers to cover all case costs and does not charge its investor clients, emphasizing the importance of shareholder involvement in maintaining market integrity [4].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Bakkt Holdings, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline on June 2, 2025, for a class action lawsuit [1]. Group 1: Class Action Details - Investors who bought Bakkt securities between March 25, 2024, and March 17, 2025, may be eligible for compensation without any out-of-pocket fees through a contingency fee arrangement [1]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by June 2, 2025 [2]. - The lawsuit alleges that Bakkt made false or misleading statements regarding its crypto services revenue stability and diversity, and its dependence on a single contract with Webull [4]. Group 2: Rosen Law Firm's Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest securities class action settlement against a Chinese company at the time [3]. - The firm was ranked No. 1 by ISS Securities Class Action Services for the number of settlements in 2017 and has consistently ranked in the top 4 since 2013, recovering hundreds of millions for investors [3]. - In 2019, the firm secured over $438 million for investors, and its founding partner was recognized as a Titan of Plaintiffs' Bar by Law360 in 2020 [3].

Core Viewpoint - Rosen Law Firm is reminding investors who purchased Bakkt Holdings, Inc. securities during the specified Class Period of the upcoming lead plaintiff deadline for a class action lawsuit [1][2]. Group 1: Class Action Details - The Class Period for the Bakkt securities is from March 25, 2024, to March 17, 2025, inclusive [1]. - Investors may be entitled to compensation without any out-of-pocket fees through a contingency fee arrangement [1]. - A class action lawsuit has already been filed, and interested parties must move the Court to serve as lead plaintiff by June 2, 2025 [2]. Group 2: Law Firm Credentials - Rosen Law Firm has a strong track record in securities class actions, having achieved the largest securities class action settlement against a Chinese company at the time [3]. - The firm was ranked No. 1 by ISS Securities Class Action Services for the number of securities class action settlements in 2017 and has consistently ranked in the top 4 since 2013 [3]. - In 2019, the firm secured over $438 million for investors [3]. Group 3: Case Allegations - The lawsuit alleges that during the Class Period, Bakkt made false and misleading statements regarding the stability and diversity of its crypto services revenue [4]. - It is claimed that Bakkt's crypto services revenue was heavily reliant on a single contract with Webull, which was not disclosed [4]. - The lawsuit asserts that Bakkt misrepresented its ability to maintain key client relationships, leading to materially misleading statements about its business and operations [4].