Fold Holdings, Inc. Sample Contracts
WARRANT AGREEMENT between FTAC EMERALD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2025 • Fold Holdings, Inc. • Finance services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 24, 2024, is by and among Fold, Inc., a Delaware corporation with offices located at 55 East Third Avenue, San Mateo, CA 94401 (except, that after the Public Company Date (as defined below), all references to “Company” herein shall also be deemed to include any Successor Public Company (as defined below), mutatis mutandis) (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
INDEMNITY AGREEMENTIndemnification Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_____________], 2021, by and between FTAC EMERALD ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2025 • Fold Holdings, Inc. • Finance services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [ ], 2024, is by and among Fold, Inc., a Delaware corporation with offices located at 11201 North Tatum Boulevard, Suite 300, Unit 42035, Phoenix, AZ 85028 (except, that after the Public Company Date (as defined below), all references to “Company” herein shall also be deemed to include any Successor Public Company (as defined in below), mutatis mutandis) (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FORM OF INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • February 14th, 2025 • Fold Holdings, Inc. • Finance services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [________], 2025 by and between Fold Holdings, Inc., a Delaware corporation (the “Company”), and [______________], [a member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of , 2021, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Emerald ESG Sponsor, LLC, a Delaware limited liability company (“Subscriber”).
FTAC Emerald Acquisition Corp. 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 25,300,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). The Company expects that the Units will
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2025 • Fold Holdings, Inc. • Finance services • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2025, is made and entered into by and among each of Fold Holdings, Inc., a Delaware corporation (f/k/a FTAC Emerald Acquisition Corp.) (the “Company”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“Emerald Sponsor”), Emerald ESG Advisors, LLC, a Delaware limited liability company (“Emerald Advisors” and together with Emerald Sponsor, the “Sponsor”) (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Sponsor Holder” and collectively the “Sponsor Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Sponsor Hol
WARRANT AGREEMENT between EMERALD ESG ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2021Warrant Agreement • October 21st, 2021 • Emerald ESG Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Emerald ESG Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among each of FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Emerald ESG Acquisition Corp. Philadelphia, PA 19104Securities Subscription Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 2, 2021 by and between Emerald ESG Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Emerald ESG Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,992,750 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) up to 1,032,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • January 4th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • New York
This Non-Redemption Agreement (this “Agreement”) is entered into as of January [●], 2024, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned investor (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 17th, 2025 • Fold Holdings, Inc. • Finance services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2025, is made by and between [**], a Delaware limited liability company (the “Investor”), and Fold Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENT AND PLAN OF MERGER by and among FOLD, INC., FTAC EMERALD ACQUISITION CORP. and EMLD MERGER SUB INC. Dated as of July 24, 2024Merger Agreement • July 25th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of July 24, 2024, is entered into by and among Fold, Inc., a Delaware corporation (the “Company”), FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), and EMLD Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
ContractMaster Loan Agreement • October 3rd, 2025 • Fold Holdings, Inc. • Finance services • Delaware
CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.
EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • June 17th, 2025 • Fold Holdings, Inc. • Finance services • Delaware
electronic trading or book-entry services by DTC with respect to the Common Shares is being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).
GUARANTYGuaranty • June 17th, 2025 • Fold Holdings, Inc. • Finance services
This GUARANTY, dated as of June 16, 2025 (this “Guaranty”), is made by each of the undersigned (together with any other Person which joins this Guaranty after the date hereof pursuant to Section 10 or otherwise becomes a party hereto, each, individually, a “Guarantor”, and collectively, the “Guarantors”), in favor of [**], in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
FTAC EMERALD ACQUISITION CORP. 22,000,000 Units Underwriting AgreementUnderwriting Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • New York
FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to Goldman Sachs & Co. LLC (the “Underwriter”) an aggregate of 22,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriter, up to 3,300,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriter elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
AMENDMENT NO. 3 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 18th, 2024 • FTAC Emerald Acquisition Corp. • Finance services • New York
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 17, 2024, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
WAIVER, AMENDMENT AND JOINDER AGREEMENTWaiver, Amendment and Joinder Agreement • June 17th, 2025 • Fold Holdings, Inc. • Finance services
This WAIVER, AMENDMENT AND JOINDER AGREEMENT dated as of June 16, 2025 (this “Agreement”) is entered into by and between Fold Holdings, Inc., a Delaware corporation (the “Company”), Fold, Inc., a Delaware corporation (the “Subsidiary”), and the undersigned holder (the “Holder”). Capitalized terms not defined herein shall have the meaning as set forth in the Existing Securities Purchase Agreement (as defined below).
FOLD, INC. 2019 EQUITY INCENTIVE PLAN Adopted by the Board on August 20, 2019 Approved by the Stockholders on August 20, 20192019 Equity Incentive Plan • February 14th, 2025 • Fold Holdings, Inc. • Finance services
FIRST MASTER LOAN AGREEMENT AMENDMENTMaster Loan Agreement • November 24th, 2025 • Fold Holdings, Inc. • Finance services
This First Master Loan Agreement Amendment (this “Amendment”) is entered into as of November 19, 2025, and relates to that certain Master Loan Agreement, dated as of October 1, 2025 (the “Master Loan Agreement”), by and between Two Prime Lending Limited (“Two Prime”) and Fold, Inc. (“Borrower”). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Master Loan Agreement.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • July 28th, 2025 • Fold Holdings, Inc. • Finance services
This Severance Agreement and General Release (“Agreement”) is hereby entered into by and between Nicolleta Goncalves (“Employee”) and Fold, Inc. (“Company”).
PERFECTION CERTIFICATE December 24, 2024Perfection Certificate • February 14th, 2025 • Fold Holdings, Inc. • Finance services
In connection with the Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), made by and among and the investors listed on the Schedule of Buyers attached thereto (collectively, the “Buyers”), and the Company, the Company entered into the Pledge and Security Agreement, pursuant to which each Grantor certifies to the Agent and the Buyers on the date hereof as follows:
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 17th, 2025 • Fold Holdings, Inc. • Finance services
PLEDGE AND SECURITY AGREEMENT, dated as of December 24, 2024 (this “Agreement”), among [**], a Delaware limited liability company, as collateral agent (the “Agent”) on behalf of the Buyers now or hereafter party to the Securities Purchase Agreement (defined below), FOLD HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Company”), FOLD, INC., a Delaware corporation (together with its successors and assigns, “Fold OpCo”), the other signatories hereto as debtors (together with their successors and assigns, the Company and any other debtor parties party to this Agreement from time to time pursuant to Section 8, or the Securities Purchase Agreement (as defined below), collectively, the “Debtors”, and each individually, a “Debtor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 8th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of January 3, 2024 (the “Effective Date”), by, between and among Polar Multi-Strategy Master Fund (the “Investor”), FTAC Emerald Acquisition Corp. a Delaware corporation (“SPAC”), and Emerald ESG Sponsor LLC, a Delaware limited liability company (“ESG Sponsor”), Emerald ESG Advisors, LLC, a Delaware limited liability company (“ESG Advisors”) and Emerald ESG Funding, LLC, a Delaware limited liability company (“ESG Funding”) and, solely for the purposes of Section 1.5.2, Cohen Circle, LLC (“Cohen”). Collectively, ESG Sponsor, ESG Advisors and ESG Funding are referred to in this Agreement as the “Sponsors”. Investor, SPAC and Sponsors are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO SPONSOR SHARE RESTRICTION AGREEMENTSponsor Share Restriction Agreement • February 14th, 2025 • Fold Holdings, Inc. • Finance services • Delaware
THIS AMENDMENT TO THE SPONSOR SHARE RESTRICTION AGREEMENT (this “Amendment”) is made as of February 14, 2025, by and among FTAC Emerald Acquisition Corp., a Delaware corporation (“Parent”), Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponsor, the “Sponsors”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • July 25th, 2024 • FTAC Emerald Acquisition Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”) is made as of July 24, 2024, by and among (i) FTAC Emerald Acquisition Corp., a Delaware corporation (“Emerald”), (ii) Emerald ESG Sponsor, LLC, a Delaware limited liability company (“EMLD Sponsor”), and Emerald ESG Advisors, LLC, a Delaware limited liability company (“Advisors” and together with EMLD Sponsor, the “Sponsors”), (iii) Fold, Inc., a Delaware corporation (the “Company”), and (iv) the undersigned equity holders of the Company comprising the Requisite Company Stockholders (as defined in the Merger Agreement, as defined below) (together, the “Supporting Holders” and, together with the Sponsors, the “Voting Parties” and each a “Voting Party”).
FTAC EMERALD ACQUISITION CORP.Administrative Services Agreement • November 22nd, 2021 • FTAC Emerald Acquisition Corp. • Blank checks • Pennsylvania
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 11th, 2025 • Fold Holdings, Inc. • Finance services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2025, is made by and between SZOP OPPORTUNITIES I LLC, a Delaware limited liability company (the “Investor”), and Fold Holdings, Inc., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2025 • Fold Holdings, Inc. • Finance services
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 12, 2025, is by and among Fold Holdings, Inc., a Delaware corporation (the “Company”), and SATS Credit Fund LP (the “Holder”).
EQUITY PURCHASE FACILITY AGREEMENTEquity Purchase Facility Agreement • July 11th, 2025 • Fold Holdings, Inc. • Finance services • Delaware
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 2023 • FTAC Emerald Acquisition Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 19, 2023, by and between FTAC Emerald Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
ContractMaster Loan Agreement • October 1st, 2025 • Fold Holdings, Inc. • Finance services • Delaware
CERTAIN INFORMATION, IDENTIFIED BY, AND REPLACED WITH, A MARK OF “[**]” HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.