FT Intermediate, Inc. Sample Contracts
Figure Technology Solutions, Inc. Class A Common Stock, par value $[•] per share Underwriting AgreementUnderwriting Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers
c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIG SIX MORTGAGE LLCLimited Liability Company Agreement • August 18th, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Fig Six Mortgage LLC (the “Company”) is made and entered into effective as of the 26th day of February, 2025 (the “Effective Date”), by and among the Company, Fig SSP Member LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, collectively, the “Figure Member”), and [***] (together with its permitted successors and/or assigns, collectively, the “Investor Member”), and each other Person who may become a Member after the date hereof in accordance with this Agreement.
CONTRIBUTION AGREEMENT DATED MARCH 18, 2024 BETWEEN FIGURE LENDING CORP. AND FIGURE TECHNOLOGIES, INC.Contribution Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 18, 2024 (the “Effective Date”) by and between Figure Lending Corp. a Delaware corporation (“Recipient”) and Figure Technologies, Inc., a Delaware corporation (“Contributor”). Each of Recipient and Contributor are referred to in this Agreement as a “Party”, and collectively as the “Parties”.
CONTRIBUTION AGREEMENT DATED DECEMBER 31, 2023 BETWEEN FIGURE LENDING CORP. AND FIGURE TECHNOLOGIES, INC.Contribution Agreement • August 18th, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of December 31, 2023 (the “Effective Date”) by and between Figure Lending Corp. a Delaware corporation (“Recipient”) and Figure Technologies, Inc., a Delaware corporation (“Contributor”). Each of Recipient and Contributor are referred to in this Agreement as a “Party”, and collectively as the “Parties”.
FIRST AMENDMENT TO MASTER CUSTODY SERVICE AGREEMENTMaster Custody Service Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers
This FIRST AMENDMENT (the “Amendment”) to the Master Custody Service Agreement, dated March 11, 2022 (the “Agreement”), is made on January 4, 2024 (“Amendment Effective Date”), by and between Anchorage Digital Bank N.A. (formerly Anchorage Trust Company, herein “Anchorage”) and each entity listed on the Order Form of the Agreement (each a “Client”) (Anchorage and Client, collectively, the “Parties”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • September 8th, 2025 • Figure Technology Solutions, Inc. • Loan brokers • Nevada
This ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 29, 2025, is made by and among FT Intermediate, Inc., a Nevada corporation (“Parent”), Figure Markets Holdings, Inc., a Nevada corporation (the “Company”) and J Digital 6 Cayman Ltd., a Cayman Islands exempted company, and any permitted transferee or assignee thereof (“Holder”), and effectuates the assignment, assumption and amendment of the Warrant to Purchase Shares of Series Seed Preferred Stock of Figure Markets Holdings, Inc., dated and issued as of March 21, 2024, by and between Company and Holder attached hereto as Exhibit A (the “Existing Warrant”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant.
CONTRIBUTION AGREEMENT DATED MARCH 18, 2024 BETWEEN FIGURE LENDING CORP. AND FIGURE TECHNOLOGIES, INC.Contribution Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 18, 2024 (the “Effective Date”) by and between Figure Lending Corp. a Delaware corporation (“Recipient”) and Figure Technologies, Inc., a Delaware corporation (“Contributor”). Each of Recipient and Contributor are referred to in this Agreement as a “Party”, and collectively as the “Parties”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • Nevada
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), and ______________, [a director/an officer/an employee/an agent] 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.
ORDER FORMMaster Custody Service Agreement • August 18th, 2025 • FT Intermediate, Inc. • Loan brokers • California
This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (Anchorage and Client, each a “Party” and collectively, the “Parties”).
October 30, 2024 Minchung KgilEmployment Agreement • March 16th, 2026 • Figure Technology Solutions, Inc. • Loan brokers
FT Intermediate, Inc., a Delaware limited liability company (“Figure”), is pleased to offer you employment. This letter agreement (this “Agreement”) memorializes the terms of your employment and your compensation arrangement with Figure.
Figure Technologies, Inc., a Delaware corporation (“Figure”), is pleased to offer you employment. This letter agreement (this “Agreement”) memorializes the terms of your employment and your compensation arrangement with Figure.Employment Agreement • March 16th, 2026 • Figure Technology Solutions, Inc. • Loan brokers • California
This offer, if not accepted, will expire at the close of business on October 16, 2023. As required by law, your employment with Figure is contingent upon your providing legal proof of your identity and authorization to work in the United States. Your employment is also contingent upon acceptable Background Check results and you starting work with Figure on or before the Effective Date.
April 15, 2024 Michael TannenbaumEmployment Agreement • March 16th, 2026 • Figure Technology Solutions, Inc. • Loan brokers • California
FT Intermediate, Inc., a Delaware corporation (along with its subsidiaries, affiliates, successors or assigns, “Figure” or “Company”), is pleased to offer you employment. This employment letter agreement (this “Agreement”) memorializes the terms of your employment and your compensation arrangement with Figure.
FIRST AMENDMENT TO MASTER CUSTODY SERVICE AGREEMENTMaster Custody Service Agreement • August 18th, 2025 • FT Intermediate, Inc. • Loan brokers
This FIRST AMENDMENT (the “Amendment”) to the Master Custody Service Agreement, dated March 11, 2022 (the “Agreement”), is made on January 4, 2024 (“Amendment Effective Date”), by and between Anchorage Digital Bank N.A. (formerly Anchorage Trust Company, herein “Anchorage”) and each entity listed on the Order Form of the Agreement (each a “Client”) (Anchorage and Client, collectively, the “Parties”).
INDENTURE Dated as of July 14, 2026 Figure Technology Solutions, Inc., as the Company the Guarantors named herein 8.500% Senior Notes due 2031 WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • July 14th, 2026 • Figure Technology Solutions, Inc. • Loan brokers • New York
INDENTURE dated as of July 14, 2026, among Figure Technology Solutions, Inc., a Nevada corporation (the “Company”), the Guarantors (as defined herein), and Wilmington Trust, National Association, a national banking association, as trustee (in such capacity, the “Trustee”).
FIGURE MARKETS HOLDINGS, INC.Stock Option Agreement • September 10th, 2025 • Figure Technology Solutions, Inc. • Loan brokers • California
Unless otherwise defined herein, the terms defined in the 2024 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 10th, 2026 • Figure Technology Solutions, Inc. • Loan brokers • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIG SIX MORTGAGE LLCLimited Liability Company Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Fig Six Mortgage LLC (the “Company”) is made and entered into effective as of the 26th day of February, 2025 (the “Effective Date”), by and among the Company, Fig SSP Member LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, collectively, the “Figure Member”), and [***] (together with its permitted successors and/or assigns, collectively, the “Investor Member”), and each other Person who may become a Member after the date hereof in accordance with this Agreement.
ContractRestricted Stock Unit Award Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • California
Unless otherwise defined herein, the terms defined in the 2018 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”). The Number of Restricted Stock Units granted to Participant under this Award are referred to for purposes of this Award Agreement as the “RSUs.”
FIRST AMENDMENT TO MASTER CUSTODY SERVICE AGREEMENTMaster Custody Service Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers
This FIRST AMENDMENT (the “Amendment”) to the Master Custody Service Agreement, dated March 11, 2022 (the “Agreement”), is made on January 4, 2024 (“Amendment Effective Date”), by and between Anchorage Digital Bank N.A. (formerly Anchorage Trust Company, herein “Anchorage”) and each entity listed on the Order Form of the Agreement (each a “Client”) (Anchorage and Client, collectively, the “Parties”).
ORDER FORMMaster Custody Service Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers • California
This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (Anchorage and Client, each a “Party” and collectively, the “Parties”).
FIGURE TECHNOLOGY SOLUTIONS, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 8th, 2025 • Figure Technology Solutions, Inc. • Loan brokers • Nevada
This Seventh Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of August 29, 2025, and is between Figure Technology Solutions, Inc., a Nevada corporation (the “Company”) and the persons and entities listed on Exhibit A (each, an “Investor”, and collectively, the “Investors”).
FIGURE TECHNOLOGY SOLUTIONS, INC.Stock Option Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • California
Unless otherwise defined herein, the terms defined in the 2018 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
CONTRIBUTION AGREEMENT DATED MARCH 18, 2024 BETWEEN FIGURE LENDING CORP. AND FIGURE TECHNOLOGIES, INC.Contribution Agreement • August 18th, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of March 18, 2024 (the “Effective Date”) by and between Figure Lending Corp. a Delaware corporation (“Recipient”) and Figure Technologies, Inc., a Delaware corporation (“Contributor”). Each of Recipient and Contributor are referred to in this Agreement as a “Party”, and collectively as the “Parties”.
ORDER FORMMaster Custody Service Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • California
This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (Anchorage and Client, each a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIG SIX MORTGAGE LLCLimited Liability Company Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Fig Six Mortgage LLC (the “Company”) is made and entered into effective as of the 26th day of February, 2025 (the “Effective Date”), by and among the Company, Fig SSP Member LLC, a Delaware limited liability company (together with its permitted successors and/or assigns, collectively, the “Figure Member”), and [***] (together with its permitted successors and/or assigns, collectively, the “Investor Member”), and each other Person who may become a Member after the date hereof in accordance with this Agreement.
CONTRIBUTION AGREEMENT DATED DECEMBER 31, 2023 BETWEEN FIGURE LENDING CORP. AND FIGURE TECHNOLOGIES, INC.Contribution Agreement • August 25th, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of December 31, 2023 (the “Effective Date”) by and between Figure Lending Corp. a Delaware corporation (“Recipient”) and Figure Technologies, Inc., a Delaware corporation (“Contributor”). Each of Recipient and Contributor are referred to in this Agreement as a “Party”, and collectively as the “Parties”.
FIGURE TECHNOLOGY SOLUTIONS, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 29, 2025Investors’ Rights Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers • Nevada
This Seventh Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of August 29, 2025, and is between Figure Technology Solutions, Inc., a Nevada corporation (the “Company”) and the persons and entities listed on Exhibit A (each, an “Investor”, and collectively, the “Investors”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FIG SIX MORTGAGE LLCLimited Liability Company Agreement • September 8th, 2025 • Figure Technology Solutions, Inc. • Loan brokers • Delaware
Page ARTICLE I DEFINITIONS 1 ARTICLE II FORMATION 20 2.1 Organization 20 2.2 Agreement 20 2.3 Name 20 2.4 Term 21 2.5 Registered Agent and Office 21 2.6 Principal Office 21 ARTICLE III PURPOSE; NATURE OF BUSINESS 21 3.1 Purpose 21 3.2 Separateness Covenants. 21 3.3 Subsidiaries 22 ARTICLE IV MEMBERS 22 4.1 Members 22 4.2 Bad Act Termination Events 23 4.3 Run-Off Period 26 ARTICLE V ACCOUNTING AND RECORDS 29 5.1 Records to be Maintained. 29 5.2 Books and Records 29 5.3 Reports to Members. 30 5.4 Tax Returns and Reports 30 5.5 Company Budget 31 5.6 Company Accountant 32 ARTICLE VI INTERESTS IN THE COMPANY 32 6.1 Return of Capital 32 6.2 Ownership 32 6.3 Waiver of Partition; Nature of Interests in the Company 32 ARTICLE VII RIGHTS AND DUTIES OF MEMBERS; REPRESENTATIONS AND WARRANTIES 32 7.1 No Management Rights as Members; Voting 32 7.2 Intentionally Omitted. 33 7.3 Representations, Warranties and Covenants 33 7.4 Conflicts of Interest Waiver; Waiver of Duties 35 7.5 Cooperation 37 ARTICL
CONTRIBUTION AGREEMENT DATED DECEMBER 31, 2023 BETWEEN FIGURE LENDING CORP. AND FIGURE TECHNOLOGIES, INC.Contribution Agreement • September 2nd, 2025 • FT Intermediate, Inc. • Loan brokers • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of December 31, 2023 (the “Effective Date”) by and between Figure Lending Corp. a Delaware corporation (“Recipient”) and Figure Technologies, Inc., a Delaware corporation (“Contributor”). Each of Recipient and Contributor are referred to in this Agreement as a “Party”, and collectively as the “Parties”.