EX-10.2




 Exhibit 10.2 

STOCKHOLDERS AGREEMENT 

OF 
 BAKKT HOLDINGS, INC.

 DATED AS OF OCTOBER 15, 2021 











 Table of Contents 

 

							
	 	  	Page	 
	 ARTICLE I INTRODUCTORY MATTERS
	  	 	2	 
	 Section 1.01
	  	Defined Terms	  	 	2	 
	 Section 1.02
	  	Construction	  	 	7	 
		
	 ARTICLE II CORPORATE GOVERNANCE MATTERS
	  	 	8	 
	 Section 2.01
	  	Election of Directors	  	 	8	 
	 Section 2.02
	  	Committees	  	 	9	 
	 Section 2.03
	  	Independent Directors	  	 	9	 
	 Section 2.04
	  	Compensation; Reimbursement of Expenses	  	 	9	 
	 Section 2.05
	  	Indemnification	  	 	9	 
	 Section 2.06
	  	D&O Insurance	  	 	9	 
	 Section 2.07
	  	Information Sharing	  	 	9	 
	 Section 2.08
	  	Confidentiality	  	 	10	 
		
	 ARTICLE III RESTRICTIONS ON TRANSFER
	  	 	10	 
	 Section 3.01
	  	General Restrictions on Transfer	  	 	10	 
	 Section 3.02
	  	Permitted Transfers	  	 	10	 
	 Section 3.03
	  	Miscellaneous Provisions Relating to Transfers	  	 	11	 
		
	 ARTICLE IV GENERAL PROVISIONS
	  	 	12	 
	 Section 4.01
	  	Termination	  	 	12	 
	 Section 4.02
	  	Notices	  	 	12	 
	 Section 4.03
	  	Amendment; Waiver	  	 	13	 
	 Section 4.04
	  	Further Assurances	  	 	13	 
	 Section 4.05
	  	Assignment	  	 	13	 
	 Section 4.06
	  	Third-Party Beneficiaries	  	 	14	 
	 Section 4.07
	  	Governing Law	  	 	14	 
	 Section 4.08
	  	Jurisdiction; WAIVER OF JURY TRIAL	  	 	14	 
	 Section 4.09
	  	Specific Performance	  	 	14	 
	 Section 4.10
	  	Entire Agreement	  	 	14	 
	 Section 4.11
	  	Severability	  	 	15	 
	 Section 4.12
	  	Table of Contents, Headings and Captions	  	 	15	 
	 Section 4.13
	  	Counterparts	  	 	15	 
	 Section 4.14
	  	Subsequent Acquisition of Securities	  	 	15	 
	 Section 4.15
	  	No Recourse	  	 	15	 


  
 (i) 












 STOCKHOLDERS AGREEMENT 

This Stockholders Agreement is entered into as of October 15, 2021, by and among (i) Bakkt Holdings, Inc., a Delaware corporation
(“Pubco”), (ii) each of the parties listed on Schedule 1 hereto (each, a “Bakkt Equity Holder” and, collectively, the “Bakkt Equity Holders”) and (iii) VPC Impact Acquisition
Holdings Sponsor, LLC, a Delaware limited liability company (the “Sponsor” and, together with the Bakkt Equity Holders, the “Stockholders”). 

RECITALS 
 WHEREAS, Pubco,
Pylon Merger Company LLC, a Delaware limited liability company and wholly owned Subsidiary of Pubco (“Merger Sub”), and Bakkt Holdings, LLC, a Delaware limited liability company (“Bakkt Opco”), entered into that
certain Agreement and Plan of Merger, dated as of January 11, 2021 (the “Merger Agreement”), pursuant to which Merger Sub merged with and into Bakkt Opco (the “Merger”), with Bakkt Opco being the surviving
limited liability company of the Merger; 
 WHEREAS, (i) prior to the consummation of the transactions contemplated by the Merger
Agreement (the “Transactions”), Pubco was a Cayman Islands exempted company, and (ii) immediately prior to the consummation of the Merger, Pubco domesticated into the State of Delaware as a Delaware corporation and changed its
name from “VPC Impact Acquisition Holdings” to “Bakkt Holdings, Inc.” (the “Domestication”); 

WHEREAS, in connection with the Domestication and the other Transactions, among other things, (i) each issued and outstanding
Class A ordinary share, par value $0.0001 per share, of Pubco (other than those shares validly redeemed in connection with the Redemption (as defined in the Merger Agreement)) was automatically converted into one share of Class A Common
Stock and (ii) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of Pubco (all of which Class B ordinary shares were held by the Sponsor and the independent directors of Pubco) was automatically
converted into one share of Class A Common Stock (such conversions, together, the “Pubco Common Stock Conversion”); 

WHEREAS, pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) (and following the filing of the
Certificate of Incorporation), (i) in connection with the conversion of the Bakkt Interests (as defined in the Merger Agreement) upon consummation of the Merger, the Bakkt Equity Holders received Bakkt Opco Common Units and Pubco issued to the
Bakkt Equity Holders an aggregate number of shares of Class V Common Stock equal to the number of Bakkt Opco Common Units received by the Bakkt Equity Holders, and (ii) in connection with the conversion of the limited liability interests
of Merger Sub upon consummation of the Merger, Pubco received Bakkt Opco Common Units in an amount equal to the number of shares of Class A Common Stock outstanding immediately prior to the Effective Time (after giving effect to the Pubco
Common Stock Conversion, the PIPE Financing (as defined in the Merger Agreement) and the Redemption); 
 WHEREAS, each Bakkt Equity Holder
has the right to exchange Bakkt Opco Common Units received by such Bakkt Equity Holder in connection with the Merger, along with the transfer to Pubco of an equal number of shares of Class V Common Stock for retirement and cancellation, for
shares of Class A Common Stock in the manner set forth in, and pursuant to the terms and conditions of, the Bakkt Opco LLC Agreement and the Exchange Agreement; 

WHEREAS, in connection with the Transactions, Pubco and the Stockholders desire to set forth certain understandings between such parties,
including with respect to certain governance matters and other rights and obligations associated with the ownership of Equity Securities of Pubco and Bakkt Opco. 

NOW, THEREFORE, in consideration of the premises set forth above and of the mutual representations, warranties, covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Pubco and the Stockholders, intending to be legally bound, hereby agree as follows: 











 ARTICLE I 

INTRODUCTORY MATTERS 

Section 1.01 Defined Terms. In this Agreement, the following terms have the following meanings: 

“Affiliate” of a specified Person means a Person that directly, or indirectly through one or more intermediaries, Controls, or
is Controlled by, or is under common Control with, such specified Person. 
 “Agreement” means this Stockholders Agreement,
as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof. 

“Bakkt Equity Holders” has the meaning set forth in the Preamble. 

“Bakkt Equity Holders Lock-Up Period” has the meaning set forth in
Section 3.01(a). 
 “Bakkt Equity Holders Lock-Up Shares”
means, in respect of each Bakkt Equity Holder, the Equity Securities of Pubco and the Equity Securities of Bakkt Opco, in each case, Beneficially Owned or otherwise held, directly or indirectly, by such Bakkt Equity Holder, including shares of
Class A Common Stock (including shares of Class A Common Stock issued to such Bakkt Equity Holder upon exchange of Bakkt Opco Common Units, and retirement and cancellation of an equal number of shares of Class V Common Stock,
in accordance with Bakkt Opco LLC Agreement and the Exchange Agreement), shares of Class V Common Stock and Bakkt Opco Common Units; provided that any “Subscribed Shares” (as defined in the applicable Subscription Agreement) purchased
by a Bakkt Equity Holder pursuant to any Subscription Agreement with VPC Impact Acquisition Holdings shall not be deemed Bakkt Equity Holders Lock-Up Shares. 

“Bakkt Opco” has the meaning set forth in the Recitals. 

“Bakkt Opco Common Units” means the common units of Bakkt Opco, which provide the holder thereof with, and subject such
holder to, such rights, privileges, restrictions and obligations as are set forth in the Bakkt Opco LLC Agreement. 
 “Bakkt Opco
Director” has the meaning set forth in Section 2.01(a). 
 “Bakkt Opco LLC Agreement”
means the Third Amended and Restated LLC Agreement of Bakkt Opco, dated as of October 15, 2021, by and among Bakkt Opco, Pubco and the Bakkt Equity Holders, as the same may be amended, supplemented, restated or otherwise modified from time to
time in accordance with the terms thereof. 
 “Beneficial Owner” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings. 

“Board” means the Board of Directors of Pubco. 

“Business Day” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial
banks in New York City are authorized or required by law to be closed for business; provided that such banks shall be deemed to be open for business in the event of a “shelter in place” order or similar closure of physical branch
locations is required at the direction of any Governmental Authority if such banks’ electronic funds transfer systems (including wire transfers) are open for use by customers on such day. 

  
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 “By-Laws” means the by-laws of Pubco, adopted on or substantially around the date of this Agreement, as the same may be amended or restated from time to time. 

“Certificate of Incorporation” means the certificate of incorporation of Pubco, filed with the Secretary of State of the
State of Delaware on or prior to the date of this Agreement, as the same may be amended or restated from time to time. 

“Class I Director” has the meaning set forth in the Certificate of Incorporation. 

“Class II Director” has the meaning set forth in the Certificate of Incorporation. 

“Class III Director” has the meaning set forth in the Certificate of Incorporation. 

“Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Pubco,
including (a) any shares of such Class A common stock issuable upon the exercise of any warrant, option, convertible security or other right to acquire shares of such Class A common stock and (b) any Equity Securities issued in
respect of such Class A common stock, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction. For the avoidance of doubt,
for purposes of determining whether a Person Beneficially Owns Class A Common Stock under this Agreement, such Person’s ownership will include any Bakkt Opco Common Units which such Person can exchange (when coupled with corresponding
shares of Class V Common Stock) into shares of Class A Common Stock pursuant to the Bakkt Opco LLC Agreement and the Exchange Agreement. 

“Class V Common Stock” means the Class V common stock, par value $0.0001 per share, of Pubco,
including (a) any shares of such Class V common stock issuable upon the exercise of any warrant, option, convertible security or other right to acquire shares of such Class V common stock and (b) any Equity Securities issued in
respect of such Class V common stock, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction. 

“Closing” has the meaning given to such term in the Merger Agreement. 

“Closing Date” has the meaning given to such term in the Merger Agreement. 

“Common Stock” means shares of the Class A Common Stock and the Class V Common Stock, including any shares of the
Class A Common Stock or the Class V Common Stock issuable upon the exercise of any warrant, option, convertible security or other right to acquire shares of the Class A Common Stock or the Class V Common Stock.  

“Confidential Information” means, in respect of a Stockholder, any confidential,
non-public information concerning Pubco or any of its Subsidiaries that is furnished after the date of this Agreement by or on behalf of Pubco or any of its Designated Representatives to such Stockholder or
any of its Designated Representatives, together with any notes, analyses, reports, models, compilations, studies, documents, records or extracts thereof to the extent containing, based upon or derived from such information, in whole or in part;
provided, however, that Confidential Information does not include information: 
 (a) that is or has become
publicly available other than as a result of a disclosure by such Stockholder or any of its Designated Representatives in violation of this Agreement; 

(b) that was already known to such Stockholder or any of its Designated Representatives or was in the possession of such
Stockholder or any of its Designated Representatives, in either case, without an obligation of confidentiality to Pubco or any of its Affiliates, prior to its being furnished by or on behalf of Pubco or its Designated Representatives; 

  
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 (c) that is received by such Stockholder or any of its Designated
Representatives from a source other than Pubco or its Designated Representatives; provided, that the source of such information was not actually known by such Stockholder or Designated Representative to be bound by a confidentiality agreement
with, or other contractual obligation of confidentiality to, Pubco or any of its Affiliates; 
 (d) that was independently
developed or acquired by such Stockholder or any of its Designated Representatives or on its or their behalf, in any case, without the violation of the terms of this Agreement or the use of or reference to any Confidential Information; or 

(e) that such Stockholder or any of its Designated Representatives is required or requested, in the good faith determination of
such Stockholder or such Designated Representative, to disclose by applicable Law; provided that such Stockholder or such Designated Representative, (i) to the extent permitted by applicable law, notifies Pubco reasonably in advance of
any such disclosure, (ii) reasonably cooperates (at Pubco’s sole expense) with Pubco in any reasonable efforts taken by Pubco to prevent or limit such disclosure and (iii) otherwise takes reasonable steps to minimize the extent of any
such required disclosure; provided, further, that the requirements of the foregoing proviso shall not be required where disclosure is made in connection with a routine audit or examination by a regulatory or self-regulatory authority,
bank examiner or auditor and such audit or examination does not specifically reference Pubco or this Agreement. 

“Control” (including its correlative meanings, “Controlling”, “Controlled by” and
“under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person (whether through ownership of securities or partnership or other
ownership interests, by contract, or otherwise). 
 “Controlled Entity” means, as to any Person, (a) any corporation
more than fifty percent (50%) of the outstanding voting stock of which is owned by such Person or such Person’s Immediate Family Members or Affiliates, (b) any trust, whether or not revocable, of which such Person or such Person’s
Immediate Family Members or Affiliates are the sole beneficiaries, (c) any partnership of which such Person or an Affiliate of such Person is the managing partner, general partner or investment manager or in which such Person or such
Person’s Immediate Family Members or Affiliates hold partnership interests representing at least fifty percent (50%) of such partnership’s capital and profits and (d) any limited liability company of which such Person or an Affiliate
of such Person is the manager, managing member or investment manager or in which such Person or such Person’s Immediate Family Members or Affiliates hold membership interests representing at least fifty percent (50%) of such limited liability
company’s capital and profits. 
 “Designated Representatives” means, with respect to any Person, (a) any of such
Person’s Affiliates and such Person’s and its Affiliates’ respective directors, managers, investment managers, officers, partners (including general partners), members, equityholders, employees, agents, attorneys, accountants,
actuaries, insurers, financing sources, consultants, financial or other advisors or (b) any prospective purchaser of all, or a material portion, of such Person’s Equity Securities of Pubco if such prospective purchaser has agreed, in
writing with Pubco, to customary confidentiality and use restrictions with respect to such Confidential Information. 

“Director” means any member of the Board from time to time. 

“Domestication” has the meaning set forth in the Recitals. 

  
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 “Equity Securities” means, with respect to any Person, any shares of
capital stock or equity of (or other ownership or profit interests in) such Person, any warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock or equity of (or other ownership or profit
interests in) such Person, any securities convertible into or exchangeable for shares of capital stock or equity of (or other ownership or profit interests in) such Person or warrants, options or other rights for the purchase or acquisition from
such Person of such shares of capital stock or equity of (or other ownership or profit interests in) such Person, restricted stock awards, restricted stock units, equity appreciation rights, phantom equity rights, profit participation and any other
ownership or profit interests of such Person (including partnership or member interests therein), whether voting or nonvoting. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder,
as they may be amended from time to time. 
 “Exchange Agreement” means the Exchange Agreement, dated as of
October 15, 2021, by and among Pubco, Bakkt Opco and the other parties thereto. 
 “Governmental Authority” means any
federal, state, tribal, local or foreign governmental or quasi-governmental entity or municipality or subdivision thereof or any authority, administrative body, department, commission, board, bureau, agency, court, tribunal or instrumentality,
arbitration panel, commission or similar dispute resolving panel or body, or any applicable self-regulatory organization. 

“ICE” means Intercontinental Exchange Holdings, Inc., a Delaware corporation. 

“Immediate Family Members” means, with respect to any Person, such Person’s spouse, ancestors, descendants (whether by
blood, marriage or adoption, and including spouses of such descendants), brothers and sisters (whether by blood, marriage or adoption) and inter vivos or testamentary trusts of which the only beneficiaries are such Person or any of the foregoing
Persons. 
 “Initial Board” means the Board of Directors of Pubco immediately following the consummation of the
Transactions. 
 “Insider Letter” means that certain letter agreement, dated as of September 22, 2020, by and among
Pubco, the Sponsor and the other signatories thereto. 
 “Law” means each applicable federal, state, local, municipal,
foreign or other law, order, judgment, rule, code, statute, legislation, regulation, principle of common law, treaty, convention, requirement, variance, proclamation, edict, decree, writ, injunction, award, ruling or ordinance that is or has been
issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority. 

“Lock-Up Periods” means the Bakkt Equity Holders
Lock-Up Period, the Private Placement Lock-Up Period and the Sponsor Lock-Up Period. 

“Lock-Up Shares” means the Bakkt Equity Holders
Lock-Up Shares, the Private Placement Lock-Up Shares and the Sponsor Lock-Up Shares. 

“Merger” has the meaning set forth in the Recitals. 

“Merger Agreement” has the meaning set forth in the Recitals. 

“Merger Sub” has the meaning set forth in the Recitals. 

  
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 “Necessary Action” means, with respect to any party hereto and a specified
result, all actions (to the extent such actions are not prohibited by applicable Law and within such party’s control, and in the case of any action that requires a vote or other action on the part of the Board to the extent such action is
consistent with fiduciary duties that the Directors may have in such capacity) necessary to cause such result, including (a) calling special meetings of stockholders, (b) appearing at any meeting of the stockholders of Pubco or otherwise
causing all shares of Common Stock to be counted as present thereat for purposes of calculating a quorum, (c) voting or providing a written consent or proxy, if applicable in each case, with respect to shares of Common Stock, (d) voting in
favor of the adoption of stockholders’ resolutions and amendments to the Organizational Documents of Pubco, (e) executing agreements and instruments, (f) making, or causing to be made, with Governmental Authorities, all filings,
registrations or similar actions that are required to achieve such result, and (g) nominating certain Persons for election to the Board in connection with the annual or special meeting of stockholders of Pubco. 

“Non-Recourse Party” has the meaning set forth in
Section 4.15. 
 “NYSE” the New York Stock Exchange. 

“Organizational Documents” means: (a) the articles or certificate of incorporation and the by-laws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a
limited partnership; (d) the limited liability company agreement, operating agreement and the certificate or articles of formation of a limited liability company; (e) the trust agreement and any documents that govern the formation of a
trust; (f) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (g) any amendment to any of the foregoing. 

“Permitted Transferee” means, with respect to a Stockholder: (a) any Sponsor Member, (b) any Immediate Family
Member of such Stockholder, (c) any Affiliate of such Stockholder, (d) any Affiliate of any Sponsor Member or any Immediate Family Member of such Stockholder, or (e) any Controlled Entity of such Stockholder. 

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political
subdivision thereof. 
 “Private Placement Lock-Up Period” means the Private
Placement Warrants Lock-up Period (as defined in the Insider Letter as of the date hereof). 

“Private Placement Lock-Up Shares” means the Sponsor Warrants and any shares of
Class A Common Stock resulting from the exercise of any Sponsor Warrant. 
 “Pubco” has the meaning set forth in the
Preamble. 
 “Pubco Common Stock Conversion” has the meaning set forth in the Recitals. 

“Qualified Stockholder” means any Stockholder that, together with its Permitted Transferees that are a party hereto, holds
(a) in the case of the Sponsor, then-issued and outstanding shares of Common Stock representing at least fifty percent (50%) of the shares of Common Stock held by Sponsor as of the Closing Date (subject to adjustment for any applicable stock
split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction), or (b) in the case of any other Stockholder, at least five percent (5%) of the then-issued and outstanding shares of
Common Stock. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, as they may be amended from time to time. 
 “Sponsor” has the meaning set forth in the Preamble. 

  
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 “Sponsor Director” has the meaning set forth in
Section 2.01(a). 
 “Sponsor Lock-Up Period” means the
Founder Shares Lock-up Period (as defined in the Insider Letter as of the date hereof). 

“Sponsor Lock-Up Shares” means the Equity Securities of Pubco, including shares of
Class A Common Stock, Beneficially Owned or otherwise held, directly or indirectly, by the Sponsor; provided that, notwithstanding anything herein to the contrary, in no event shall the Private Placement
Lock-Up Shares be deemed or considered “Sponsor Lock-Up Shares” for purposes of this Agreement. 

“Sponsor Member” means any direct or indirect equityholder of Sponsor as of the date of this Agreement. 

“Sponsor Warrants” means the warrants to purchase 6,147,440 shares of Class A Common Stock issued to the Sponsor
pursuant to that certain Private Placement Warrants Purchase Agreement, dated September 20, 2020, by and among the Sponsor and Pubco, for a purchase price of $1.00 per warrant. 

“Stockholders” has the meaning set forth in the Preamble. 

“Subsidiary” means, with respect to any specified Person, any corporation, limited liability company, partnership,
association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, representatives or
trustees thereof is at the time owned or Controlled, directly or indirectly, by such specified Person or one or more of the other Subsidiaries of such specified Person or any combination thereof; or (ii) if a limited liability company,
partnership, association or other business entity, a majority of the total voting power of membership interests (or equivalent ownership interests) of such limited liability company, partnership, association or other business entity is at the time
owned or Controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or any combination thereof. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, Bakkt Opco and its Subsidiaries shall
be deemed Subsidiaries of Pubco. 
 “Third-Party Purchaser” means any Person who, immediately prior to the contemplated
transaction, does not Beneficially Own or directly or indirectly have the right to acquire any outstanding Common Stock. 

“Transactions” has the meaning set forth in the Recitals. 

“Transfer” means, when used as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other
disposition (whether by operation of law or otherwise) and, when used as a verb, to voluntarily or involuntarily transfer, sell, pledge or hypothecate or otherwise dispose of (whether by operation of law or otherwise), including, in each case,
(a) the establishment or increase of a put equivalent position or liquidation with respect to, or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) entry
into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise. The terms “Transferee”, “Transferor”, “Transferred” and other forms of the word “Transfer” shall have correlative meanings. 

“Unaffiliated Directors” has the meaning set forth in Section 2.01(a). 

Section 1.02 Construction. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. When used in this Agreement, unless the context otherwise requires: (a) “or” is disjunctive but not
exclusive, (b) terms defined in the singular have a comparable meaning when used in 

  
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the plural, and vice versa, (c) the words “hereof”, “herein” and “hereunder” and words of similar import refer to this Agreement as a whole
and not to any particular provision of this Agreement, (d) Section references are to Sections of this Agreement, (e) references to the Preamble and Recitals are to the preamble and recitals to this Agreement and (f) the words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. 

ARTICLE II 
 CORPORATE
GOVERNANCE MATTERS 
 Section 2.01 Election of Directors. 

(a) Pubco and each Stockholder shall take all Necessary Action to cause the Initial Board to be comprised of up to nine (9) Directors,
(i) one (1) of whom has been designated by the Sponsor (the “Sponsor Director”), who shall initially be Gordon Watson, (ii) one (1) of whom has been designated by Bakkt Opco (the “Bakkt Opco
Director”), who shall initially be David Clifton, and (iii) up to seven (7) of whom have been jointly designated by the Sponsor and Bakkt Opco and a majority of whom qualify as “independent directors” under NYSE listing
rules (the “Unaffiliated Directors”), six (6) of whom shall initially be Sean Collins, Kristyn Cook, Michelle Goldberg, Andrew A. Main, Gavin Michael, and Richard Lumb. Pubco and each Stockholder shall take all Necessary Action
to cause the foregoing Directors to be divided into three (3) classes of Directors, with each class serving for staggered three (3)-year terms as follows: 

(i) the Class I Directors shall include up to three (3) Unaffiliated Directors, two (2) of whom shall initially be Michelle
Goldberg and Gavin Michael; 
 (ii) the Class II Directors shall include the Sponsor Director, the Bakkt Opco Director, and one
(1) Unaffiliated Director, who shall initially be Kristyn Cook; and 
 (iii) the Class III Directors shall include three
(3) Unaffiliated Directors, who shall initially be Sean Collins, Andrew A. Main, and Richard Lumb. 
 The initial term of the Class I Directors
shall expire at the first (1st) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. The initial term of the Class II Directors shall expire at
the second (2nd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. The initial term of the Class III Directors shall expire at the third (3rd) annual meeting of stockholders of Pubco following the Closing Date at which Directors are elected. 

(b) Pubco shall take all Necessary Action to cause the Board to elect and maintain a Chairman of the Board, who shall qualify as an
“independent director” under NYSE listing rules, and who shall have such duties and responsibilities as are provided for in the Organizational Documents of Pubco. 

(c) Prior to the second (2nd) annual meeting of stockholders of Pubco following the
Closing Date at which Directors are elected, in the event that a vacancy is created at any time by the death, retirement, removal or resignation of the Sponsor Director or the Bakkt Opco Director, any individual nominated by or at the direction of
the Board or any duly-authorized committee thereof to fill such vacancy shall be, and Pubco and each Stockholder shall take all Necessary Action to cause such vacancy to be filled as soon as possible by, (i) in the case of a vacancy created by
the death, retirement, removal or resignation of the Sponsor Director, a designee of the Sponsor if the Sponsor is a Qualified Stockholder at such time, or (ii) in the case of a vacancy created by the death, retirement, removal or resignation
of the Bakkt Opco Director, a designee of ICE if ICE is a Qualified Stockholder at such time. 

  
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 Section 2.02 Committees. In accordance with the
Organizational Documents of Pubco, (i) the Board shall establish and maintain committees of the Board for (x) Audit, (y) Compensation and (z) Nominating and Corporate Governance and (ii) the Board may from time to time by
resolution establish and maintain other committees of the Board. The composition of each committee of the Board shall be in compliance with any applicable NYSE independence requirements. 

Section 2.03 Independent Directors. Pubco has determined that the Initial Board referenced in
Section 2.01(a) includes the requisite number of individuals meeting the independence requirements of the NYSE. Following such time as the Initial Board is constituted, Pubco shall take all Necessary Action to ensure that
the Board consists of the requisite number of directors meeting the independence requirements of the NYSE or any other securities exchange on which the Equity Securities of Pubco are then listed. 

Section 2.04 Compensation; Reimbursement of Expenses. Except to the extent the Sponsor,
in respect of the Sponsor Director, or ICE, in respect of the Bakkt Opco Director, may otherwise notify Pubco, the Sponsor Director and the Bakkt Opco Director shall be entitled to compensation consistent with the compensation received by the
Unaffiliated Directors, including any fees and equity awards. Pubco shall reimburse the Sponsor Director and the Bakkt Opco Director for all reasonable out-of-pocket
expenses incurred by such Director in connection with such Director’s attendance at meetings of the Board or any committees thereof, including travel, lodging and meal expenses, on the same terms as such expenses are reimbursed to the
Unaffiliated Directors. 
 Section 2.05 Indemnification. Pubco shall enter into an indemnification
agreement with each of the Sponsor Director and the Bakkt Opco Director, each on substantially the same terms entered into with, and based on the same customary and reasonable form provided to, the other Directors. For the avoidance of doubt, for so
long as the Sponsor Director or the Bakkt Opco Director serves as a Director, Pubco shall provide the Sponsor Director and the Bakkt Opco Director expense reimbursement, benefits, indemnity, exculpation and other arrangements on the same terms as
those provided to the other Directors. For so long as the Sponsor Director or the Bakkt Opco Director serves as a Director, Pubco shall not amend, alter or repeal any right to indemnification or exculpation covering or benefiting the Sponsor
Director or the Bakkt Opco Director, as applicable, as and to the extent consistent with applicable Law, contained in the Organizational Documents of Pubco (including Article VIII of the Certificate of Incorporation and Article V of the By-Laws)), any indemnification agreements with Directors or otherwise (whether such right is contained in the Organizational Documents of Pubco or another document) (except to the extent such amendment or alteration
permits Pubco to provide broader indemnification or exculpation rights on a retroactive basis than permitted prior thereto). 

Section 2.06 D&O Insurance. Pubco shall (i) purchase directors’ and officers’
liability insurance in an amount determined by the Board to be reasonable and customary and (ii) for so long as the Sponsor Director or the Bakkt Opco Director serves as a Director, maintain such directors’ and officers’ liability
insurance coverage with respect to such Director. 
 Section 2.07 Information Sharing. To the extent
permitted by applicable Law, each party hereto acknowledges and agrees that the Sponsor Director and the Bakkt Opco Director may share any information concerning Pubco and its Subsidiaries received by them from or on behalf of Pubco or its
representatives with, in the case of the Sponsor Director, the Sponsor and its Designated Representatives, and, in the case of the Bakkt Opco Director, ICE and its Designated Representatives (subject to the Sponsor’s or ICE’s (as
applicable) respective obligation to maintain the confidentiality of Confidential Information in accordance with Section 2.08). 

  
 9 












 Section 2.08 Confidentiality. Each of the Sponsor and ICE agrees
(severally, and not jointly) that it will, and will direct its Designated Representatives to, keep confidential and not disclose any Confidential Information to any other Person (other than Pubco and its Designated Representatives); provided,
however, that each of the Sponsor and ICE and their respective Designated Representatives may disclose Confidential Information (a) to their respective Designated Representatives who reasonably need to know or otherwise ordinarily receive
such information (and solely for use by such Persons) in connection with the Sponsor’s or ICE’s (as applicable) investment in Pubco or (b) as Pubco may otherwise consent to in writing; provided, further, however, that
(i) each Designated Representative shall be under an obligation of confidentiality to Pubco or the Sponsor or ICE (as applicable) with respect to such Confidential Information and (ii) each of the Sponsor and ICE agrees (severally, and not
jointly) to be responsible for any breaches of this Section 2.08 by their respective Designated Representatives. Notwithstanding the foregoing, (i) no Person shall be deemed a Designated Representative of the Sponsor or ICE (and as a result
subject to any of the obligations under this Section 2.08) unless such Person actually receives Confidential Information from, on behalf of, or at the request of, the Sponsor, ICE or their respective Designated Representatives (as applicable)
and (ii) no Affiliates or portfolio companies of the Sponsor or ICE or any of their Affiliates will be deemed to be subject to this Section 2.08 solely due to the fact that one of its officers, members, managers, investment managers, members
of the board of directors (or similar governing body), general partners or employees who has received or had access to any Confidential Information serves as an officer, member, manager, investment manager, member of the board of directors (or
similar governing body), general partner, employee or agent of such Affiliate or portfolio company; provided that such officer, member, manager, investment manager, member of the board of directors (or similar governing body), general partner
or employee does not provide any Confidential Information to the other officers, members, managers, investment managers, members of the board of directors (or similar governing body), general partners or employees of such Affiliate or portfolio
company. 
 ARTICLE III 

RESTRICTIONS ON TRANSFER 

Section 3.01 General Restrictions on Transfer. 

(a) Each Bakkt Equity Holder agrees, severally and not jointly, that, except as permitted by Section 3.02, such
Bakkt Equity Holder shall not Transfer, or make a public announcement of any intention to Transfer, any Bakkt Equity Holders Lock-Up Shares during the period commencing on the Closing Date and continuing until
the six (6)-month anniversary of the Closing Date (the “Bakkt Equity Holders Lock-Up Period”). 

(b) The Sponsor agrees that, except as permitted by Section 3.02, the Sponsor shall not Transfer, or make a public
announcement of any intention to Transfer, any Private Placement Lock-Up Shares during the Private Placement Lock-Up Period. 

(c) The Sponsor agrees that, except as permitted by Section 3.02, the Sponsor shall not Transfer, or make a public
announcement of any intention to Transfer, any Sponsor Lock-Up Shares during the Sponsor Lock-Up Period. 

Section 3.02 Permitted Transfers. 

(a) No prohibition in Section 3.01 shall apply to: (i) Transfers permitted by
Section 3.02(b) (except as otherwise provided in Section 3.02(c)); (ii) Transfers by any Bakkt Equity Holder following the expiration of the Bakkt Equity Holders
Lock-Up Period; (iii) Transfers of the Private Placement Lock-Up Shares by the Sponsor following the expiration of the Sponsor
Lock-Up Period; or (iv) Transfers of the Sponsor Lock-Up Shares by the Sponsor following the expiration of the Sponsor
Lock-Up Period. 
 (b) Notwithstanding anything to the contrary contained in this Agreement
(including Section 3.01), subject to Section 3.02(c), during the Lock-Up Period applicable to such Person, each Bakkt Equity Holder and the Sponsor may
Transfer, without the consent of Pubco (or any other party hereto), any of such Person’s Lock-Up Shares: 

  
 10 












 (i) to any of such Person’s Permitted Transferees; provided
that, in respect of Transfers to an Immediate Family Member or an Affiliate of such Person (other than pursuant to Section 3.02(b)(iii)), no consideration is paid by such Immediate Family Member or Affiliate and such
Transfer is conditioned on the receipt by Pubco of an undertaking by such Immediate Family Member or Affiliate to Transfer such shares of Lock-Up Shares back to the applicable Transferor if such Immediate
Family Member or Affiliate ceases to be an Immediate Family Member or an Affiliate of such Transferor; 
 (ii) pursuant to
any liquidation, merger, stock exchange or other similar transaction of Pubco with a Third-Party Purchaser that results in all of Pubco’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property and a change in Control of Pubco; or 
 (iii) in the case of a Stockholder that is a natural person, upon death of
such Stockholder by will or other instrument taking effect at the death of such Stockholder or by applicable Laws of descent and distribution to such Stockholder’s Immediate Family Members. 

(c) In respect of any Transfers permitted by Section 3.02(b)(i) or Section 3.02(b)(iii),
(i) the applicable Transferee shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement by executing and delivering to Pubco a joinder in the form attached to this Agreement as Exhibit A,
whereupon such Transferee will be treated as a party hereto (with the same rights and obligations as the Transferor (including, for the avoidance of doubt, the restrictions in Section 3.01)) for all purposes of this
Agreement, and such Transfer shall not be recognized unless and until such joinder is executed and delivered to Pubco, (ii) prior written notice of such Transfer shall be given to Pubco, the Sponsor and ICE, and (iii) the applicable
Transferee shall not be permitted to Transfer such Lock-Up Shares further without compliance with the provisions of this Agreement that are applicable to the initial Transferor. For the avoidance of doubt, in
connection with any Transfer of Lock-Up Shares pursuant to Section 3.02(b)(i) or Section 3.02(b)(iii), the restrictions and obligations contained in this
Article III shall continue to apply to such Lock-Up Shares for the Lock-Up Period applicable to the initial Transferor.  

Section 3.03 Miscellaneous Provisions Relating to Transfers. 

(a) Pubco shall place customary restrictive legends on the certificates or book entries representing the Equity Securities subject to this
Agreement (including the Lock-Up Shares), in addition to any legends required by applicable Law, and remove such restrictive legends at the time the restrictions and obligations contemplated hereby are no
longer applicable to Equity Securities represented by such certificates or book entries. 
 (b) Any attempt to Transfer any Lock-Up Shares that is not in compliance with this Agreement shall be null and void, and Pubco shall not, and shall cause any transfer agent not to, give any effect in Pubco’s stock records to such attempted
Transfer and the purported Transferee in any such purported Transfer shall not be treated as the owner of such Lock-Up Shares for any purposes of this Agreement. 

(c) Notwithstanding any other provision of this Agreement, each of the parties hereto acknowledge and agree that, notwithstanding anything to
the contrary contained in this Agreement, the Equity Securities of Pubco and Bakkt Opco (as applicable) (including the Lock-Up Shares), in each case, Beneficially Owned by such Person shall remain subject to
any restrictions on Transfer under applicable securities Laws of any Governmental Authority, including all applicable holding periods under the Securities Act and other rules of the Securities and Exchange Commission, and, as applicable, the
Organizational Documents of Bakkt Opco. 

  
 11 












 ARTICLE IV 

GENERAL PROVISIONS 

Section 4.01 Termination. 

(a) Except as provided in Section 4.01(b), this Agreement shall terminate (i) solely as to any Stockholder, at
such time as such Stockholder and its Permitted Transferees no longer Beneficially Own or otherwise hold any Equity Securities of Pubco, and (ii) as to all parties hereto, upon the earlier of (x) the mutual written agreement of Pubco and
each Qualified Stockholder at the time of such mutual written agreement and (y) immediately following the second (2nd) annual meeting of stockholders of Pubco following the Closing Date at
which Directors are elected. 
 (b) The termination of this Agreement, whether in respect of any particular Stockholder and/or all parties
hereto, shall not affect: (i) the existence of Pubco; (ii) the obligation of any party to pay any amounts arising on or prior to the date of termination, or as a result of or in connection with such termination; (iii) the rights which
any Stockholder may have by operation of law as a stockholder of Pubco; or (iv) the rights contained herein which are intended to survive termination of this Agreement. The following provisions shall survive any termination of this Agreement:
Section 1.02, Section 2.05, Section 2.06 and this Article IV. 

Section 4.02 Notices. Any notice, designation, request, request for consent or consent provided for in
this Agreement shall be in writing and shall be either personally delivered, sent by facsimile or other electronic transmission (including e-mail) or sent by reputable overnight courier service (charges
prepaid) to the respective parties as follows, and shall be deemed to have been given or made (i) when delivered, if delivered personally by hand to the intended recipient (with written confirmation of receipt), (ii) when sent, if sent by
facsimile (with confirmation of transmission) or by electronic transmittal (including e-mail) (provided that the sending party does not receive an automatically generated message from the
recipient’s e-mail server that such e-mail could not be delivered to such recipient), and (iii) one (1) Business Day after deposit with a reputable overnight
courier service. Unless another address is specified in writing pursuant to this Section 4.02, notices, designations, requests, requests for consent or consents shall be sent to the addresses indicated below: 

if to Pubco, to: 
 Bakkt
Holdings, Inc. 
 5900 Windward Parkway 

Suite 450 
 Alpharetta, GA 30005

 Attention: General Counsel 

E-mail: marc.dannuzio@bakkt.com 

with a copy (which shall not constitute notice) to: 

Wilson Sonsini Goodrich & Rosati, P.C. 

900 S. Capital of Texas Hwy, Las Cimas IV, Ste 500 

Austin, Texas 78746 
 Attention:
J. Matthew Lyons 
 E-mail: mlyons@wsgr.com 

  
 12 












 if to the Sponsor, to: 

Victory Park Management, LLC 

c/o VPC Impact Acquisition Holdings Sponsor, LLC 

150 North Riverside Plaza, Suite 5200 

Chicago, Illinois 60606 

Attention: Scott Zemnick 

Facsimile: (312) 701-0794 

E-mail: szemnick@vpcadvisors.com 

with a copy (which shall not constitute notice) to: 

White & Case LLP 
 111
South Wacker Drive, Suite 5100 
 Chicago, Illinois 60606 

Attention: Raymond Bogenrief 

Facsimile: (312) 881-5450 

E-mail: Raymond.Bogenrief@whitecase.com 

if to any Bakkt Equity Holder, to: 

the address of such Bakkt Equity Holder set forth on its signature page hereto. 

Section 4.03 Amendment; Waiver. This Agreement may be amended, supplemented or otherwise modified only
by a written instrument executed by (a) Pubco and each Qualified Stockholder at the time of such amendment, supplement or modification; provided, however, that any such amendment, supplement or modification that materially and
adversely changes the rights or obligations of any Stockholder party hereto in a manner that is disproportionate to all other Stockholders shall require the prior written consent of such Stockholder. No failure or delay on the part of any party
hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or
of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No
waiver of any provision or default under, nor consent to any exception to, this Agreement shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver or consent and then only to the specific purpose,
extent and instance so provided; provided that, notwithstanding the foregoing, no waiver of any provision or default under, nor any consent to any exception to, the terms and provisions of Article III shall be effective unless in writing and
signed by each of (i) Pubco, (ii) for so long as the Sponsor or its Permitted Transferees continue to Beneficially Own or otherwise hold Common Stock, the Sponsor and (iii) if such party hereto is not already required to sign pursuant to
the foregoing clauses (i) or (ii), the party asserted to have granted such waiver or consent. 

Section 4.04 Further Assurances. Each party to this Agreement shall cooperate and take such action as
may be reasonably requested by another party to this Agreement in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby. 

Section 4.05 Assignment. No party may assign this Agreement nor any right or obligation of such party,
in whole or in part, without the express prior written consent of (a) Pubco and (b) each Qualified Stockholder at the time of such amendment, supplement or modification, and any attempted assignment in violation of this
Section 4.05 shall be null and void and of no effect; provided that, in connection with a Transfer pursuant to and permitted by Article III, the Sponsor, each Bakkt Equity Holder and their respective Permitted
Transferees may assign any and all rights and obligations of such Person, (x) to a Permitted Transferee in compliance with, and to the extent not expressly prohibited by Article III, in each case, without the prior consent of any other
party, or (y) to any other Person in compliance with, and to the extent not expressly prohibited by Article III, in each case, with the express prior written consent of Pubco. 

  
 13 












 
All of the terms and provisions of this Agreement shall be binding upon the parties hereto and their respective successors, assigns, heirs and representatives, but shall inure to the benefit of
and be enforceable by the successors, assigns, heirs and representatives of any party (including, such party’s Permitted Transferees) only to the extent that they are permitted successors, assigns, heirs and representatives (including,
Permitted Transferees) pursuant to the terms of this Agreement. 
 Section 4.06 Third-Party
Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective permitted successors, assigns, heirs and representatives (including, Permitted
Transferees), any rights or remedies under this Agreement or otherwise create any third-party beneficiary hereof. 

Section 4.07 Governing Law. THIS AGREEMENT AND ITS ENFORCEMENT AND ANY CONTROVERSY ARISING OUT OF OR
RELATING TO THE MAKING OR PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY LAW, RULE OR PROCEDURE (INCLUDING ANY CHOICE OF LAW OR CONFLICT OF LAW
PRINCIPLES) THAT WOULD CAUSE THE APPLICATION OF THE LAWS, RULES OR PROCEDURES OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. 

Section 4.08 Jurisdiction; WAIVER OF JURY TRIAL. Each party hereto hereby (i) agrees that any
action directly or indirectly arising out of, under or relating to this Agreement shall exclusively be brought in and shall exclusively be heard and determined by the Court of Chancery of the State of Delaware, or, if that court does not have
jurisdiction, a federal court sitting in Wilmington, Delaware (and in each case, any appellate courts thereof), and (ii) solely in connection with the action(s) contemplated by clause (i) of this
Section 4.08, (A) irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the courts identified in clause (i) of this Section 4.08, (B)
irrevocably and unconditionally waives any objection to the laying of venue in any of the courts identified in clause (i) of this Section 4.08, (C) irrevocably and unconditionally waives and agrees
not to plead or claim that any of the courts identified in such clause (i) is an inconvenient forum or does not have personal jurisdiction over any party hereto, and (D) agrees that mailing of process or other papers
in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable law shall be valid and sufficient service thereof. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREBY. 

Section 4.09 Specific Performance. Each party hereto acknowledges and agrees that in the event of any
breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at
law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of a bond. 

Section 4.10 Entire Agreement. This Agreement sets forth the entire understanding of the parties
hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This
Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter. Notwithstanding the foregoing, nothing herein shall affect the rights and obligations of Pubco or the Stockholders or their
respective Affiliates under any other agreements with respect to confidentiality and non-use of information, which the parties expressly agree shall not be superseded by the terms of this Agreement. 

  
 14 












 Section 4.11 Severability. If any provision of this
Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other
provision hereof shall be valid and enforceable to the fullest extent permitted by applicable Law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent
permitted by applicable Law, and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby. 

Section 4.12 Table of Contents, Headings and Captions. The table of contents, headings, subheadings
and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof. 

Section 4.13 Counterparts. This Agreement and any amendment hereto may be signed in any number of
separate counterparts (including by facsimile, pdf or other electronic document transmission), each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable). 

Section 4.14 Subsequent Acquisition of Securities. Each Stockholder agrees that any Equity Securities
of Pubco or Bakkt Opco which it shall hereafter acquire by means of a stock split, stock dividend, distribution, exercise of warrants or options, purchase or otherwise (other than in respect of the exercise of any Sponsor Warrants) shall be subject
to the provisions of this Agreement to the same extent as if held on the date hereof. 
 Section 4.15 No
Recourse. This Agreement may only be enforced against and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, the transactions
contemplated hereby or the subject matter hereof may only be made against, the parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, investment manager, partner, equityholder, agent,
attorney or representative of any party hereto or any past, present or future Affiliate, director, officer, employee, incorporator, member, manager, investment manager, partner, equityholder, agent, attorney or representative of any of the foregoing
(each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the
transactions contemplated hereby. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement
against, or seek to recover monetary damages from, any Non-Recourse Party. 

Section 4.16 Not a Group; Independent Nature of Stockholders’ Obligations and Rights. The
Stockholders and Pubco agree that the arrangements contemplated by this Agreement are not intended to constitute the formation of a “group” (as defined in Section 13(d)(3) of the Exchange Act). Each Stockholder agrees that, for
purposes of determining beneficial ownership of such Stockholder, it shall disclaim any beneficial ownership by virtue of this Agreement of Pubco’s Equity Securities owned by the other Stockholders, and Pubco agrees to recognize such disclaimer
in its Exchange Act and Securities Act reports. The obligations of each Stockholder under this Agreement are several and not joint with the obligations of any other Stockholder, and no Stockholder shall be responsible in any way for the performance
of the obligations of any other Stockholder under this Agreement. Nothing contained herein, and no action taken by any Stockholder pursuant hereto, shall be deemed to constitute the Stockholders as, and Pubco acknowledges that the Stockholders do
not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Stockholders are in any way acting in concert or as a group or entity with respect to such obligations or the
transactions contemplated by this Agreement, and Pubco acknowledges that the Stockholders are not acting in concert or as a group, and Pubco shall not assert any such claim, with respect to such obligations or the transactions contemplated


  
 15 












 
by this Agreement. Each Stockholder acknowledges that no other Stockholder has acted as agent for such Stockholder in connection with such Stockholder making its investment in Pubco and that no
other Stockholder will be acting as agent of such Stockholder in connection with monitoring such Stockholder’s investment in the Common Stock or enforcing its rights under this Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 16 












 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	PUBCO:
	
	BAKKT HOLDINGS, INC.
		
	By:	 	/s/ Gavin Michael
	Name:	 	Gavin Michael
	Title:	 	Chief Executive Officer













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Intercontinental Exchange Holdings, Inc. 
		
	By:	 	/s/ Andrew J. Surdykowski 
	Name:	 	Andrew J. Surdykowski 
	Title:	 	General Counsel













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Beaumont Glory Limited
		
	By:	 	/s/ Neil McGee 
	Name:	 	Neil McGee 
	Title:	 	Director













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	The Boston Consulting Group, Inc.
		
	By:	 	/s/ Jon Ferris 
	Name:	 	Jon Ferris 
	Title:	 	Managing Director and Partner













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	CMT Capital Markets Trading 401(k) Plan #2B
		
	By:	 	/s/ Jan-Dirk Lueders
	Name:	 	Jan-Dirk Lueders
	Title:	 	Trustee













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	CMT Digital Investments 1 LLC – Series 1
	By its Managing Member, CMT Asset Management LLC
	By its Managing Member, CMT Digital Holdings LLC
		
	By:	 	/s/ Jan-Dirk Lueders
	Name:	 	Jan-Dirk Lueders
	Title:	 	Managing Member













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	CMT Digital Ventures Fund 1 LLC
	
	By its Managing Member, CMT Asset Management LLC
	By its Managing Member, CMT Digital Holdings LLC
		
	By:	 	/s/ Jan-Dirk Lueders
	Name:	 	Jan-Dirk Lueders
	Title:	 	Managing Member













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Eagle Seven Digital Investments, LLC
		
	By:	 	/s/ Stuart Shalowitz
	Name:	 	Stuart Shalowitz
	Title:	 	General Counsel













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Elwood US Investor 1 Inc.
		
	By:	 	/s/ Naomi Kirkland
	Name:	 	Naomi Kirkland
	Title:	 	Director













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Galaxy Digital Ventures LLC
		
	By:	 	/s/ Christopher Ferraro
	Name:	 	Christopher Ferraro
	Title:	 	Authorized Signatory













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Goldfinch Co-Invest I LP
		
	By:	 	/s/ Sean Collins
	Name:	 	Sean Collins
	Title:	 	Managing Partner of Goldfinch Co-Invest I GP LLC, the General Partner of Goldfinch Co-Invest I LP













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Goldfinch Co-Invest IB LP
		
	By:	 	/s/ Sean Collins
	Name:	 	Sean Collins
	Title:	 	Managing Partner of Goldfinch Co-Invest I GP LLC, the General Partner of Goldfinch Co-Invest IB LP













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	MACWA 401(k) Plan
		
	By:	 	/s/ Scott Casto
	Name:	 	Scott Casto
	Title:	 	Trustee













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Microsoft Global Finance
		
	By:	 	/s/ Keith Dolliver
	Name:	 	Keith Dolliver
	Title:	 	Vice President













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Pantera BH LLC
		
	By:	 	/s/ Ryan Davis
	Name:	 	Ryan Davis
	Title:	 	Chief Financial Officer













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	PayU Fintech Investments B.V.
		
	By:	 	/s/ Franka Olbers
	Name:	 	Franka Olbers
	Title:	 	Global Tax Director













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Protocol Ventures LP
		
	By:	 	/s/ Richard Marini
	Name:	 	Richard Marini
	Title:	 	Managing Partner













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	BAKKT EQUITY HOLDER:
	
	Starbucks Corporation
		
	By:	 	/s/ Rachel Ruggeri
	Name:	 	Rachel Ruggeri
	Title:	 	EVP/CFO













 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first above written. 
  

			
	SPONSOR:
	
	VPC IMPACT ACQUISITION HOLDINGS SPONSOR, LLC
		
	By:	 	Victory Park Management, LLC
	Title:	 	Manager
		
	By:	 	/s/ Scott Zemnick
	Name:	 	Scott Zemnick
	Title:	 	Authorized Signatory













 SCHEDULE 1 

BAKKT EQUITY HOLDERS 
  

	
	 Beaumont Glory Limited
 Attn: Ezra
Pau/Eirene Yeung
 c/o 7/F Cheung Kong Center
 2 Queen’s
Road Central, Hong Kong

	
	 CMT Capital Markets Trading 401(k) Plan #2B

Attn: Jan-Dirk Lueders

156 North Jefferson Street, Ste. 102
 Chicago, IL
60661

	
	 CMT Digital Investments I LLC – Series I

Attn: CMT Digital
 156 North Jefferson Street

Suite 102
 Chicago, IL 60661

	
	 CMT Digital Ventures Fund I LLC
 Attn:
CMT Digital
 156 North Jefferson St.
 Suite 102

Chicago, IL 60661

	
	 Eagle Seven Digital Investments, LLC

Attn: Stuart Shalowitz
 550 W. Jackson Blvd., Suite 1400

Chicago, IL 60661

	
	 Elwood US Investor 1, LLC
 Attn: Naomi
Kirkland
 6th Floor, 37 Esplanade
 St. Helier, Jersey JE2
3QA

	
	 Galaxy Digital Ventures LLC
 Attn: Greg
Wasserman
 107 Grand Street, 8th Floor

New York, NY 10013

	
	 Goldfinch Co-Invest I LP

Attn: Brett Miller
 1416 NW 46th St
 STE105 / PMB 301

Seattle, WA 98107














	
	 Goldfinch Co-Invest IB LP

Attn: Brett Miller

1416 NW 46th St

STE105 / PMB 301

Seattle, WA 98107

	
	 Intercontinental Exchange Holdings, Inc.

Attn: General Counsel

5660 New Northside Drive, Third Floor

Atlanta, GA 30328

Fax No.: (770) 857-4755

	
	 MACWA 401(k) Plan

Attn: Investments Team

156 North Jefferson Street

Suite 102

Chicago, IL 60661

	
	 Microsoft Global Finance

Attn: Keith Dolliver

70 Sir John Rogerson’s Quay

Dublin 2, Ireland

	
	 PayU Fintech Investments B.V.

Symphony Offices

Gustav Mahlerplein 5

1082 MS, Amsterdam, The Netherlands

	
	 Pantera BH LLC

Attn: Finance

3000 Sand Hill Road, 1-235

Menlo Park, CA 94025

	
	 Protocol Ventures LP

Attn: Richard Marini

830 Green Street

San Francisco, CA 94133

	
	 Starbucks Corporation

Attn: Rachel Ruggeri

2401 Utah Avenue South

Seattle, WA 98134
  

The Boston Consulting Group, Inc.

Attn: Jon Ferris

200 Pier Four Boulevard

Boston, MA 02210













 EXHIBIT A 

FORM OF JOINDER 
 (See
attached) 











 JOINDER 

This Joinder (this “Joinder”) to the Stockholders Agreement is made and entered into as of
                             , is between
                     (“Transferor”) and
                                        
                     (“Transferee”). 

WHEREAS, as of the date hereof, Transferee is acquiring
                             [shares of Class A Common Stock/shares of
Class V Common Stock/Bakkt Opco Common Units] (the “Acquired Interests”) from Transferor; 

WHEREAS, Transferor is a party to that certain Stockholders Agreement, dated as of October 15, 2021 among Bakkt Holdings, Inc. and the
other persons party thereto (the “Stockholders Agreement”); and 
 WHEREAS, Transferee is required, at the time of and as a
condition to such Transfer, to become a party to the Stockholders Agreement by executing and delivering this Joinder, whereupon such Transferee will be treated as a party (with the same rights and obligations as the Transferor) for all
purposes of the Stockholders Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set
forth herein, and intending to be legally bound hereby, the parties hereto agree as follows: 
 Section 1.1 Definitions. To the
extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Stockholders Agreement. 

Section 1.2 Acquisition. The Transferor hereby Transfers to the Transferee all of the Acquired Interests. 

Section 1.3 Joinder. Transferee hereby acknowledges and agrees that (a) such Transferee has received and read the
Stockholders Agreement, (b) such Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Stockholders Agreement and (c) such Transferee will be treated as a party to the Stockholders
Agreement (with the same rights and obligations as the Transferor) for all purposes of the Stockholders Agreement. 
 Section 1.4
Notice. Any notice, demand or other communication under the Stockholders Agreement to Transferee shall be given to Transferee at the address set forth on the signature page hereto in accordance with Section 4.02 of
the Stockholders Agreement. 
 Section 1.5 Governing Law. This Joinder shall be governed by and construed in accordance with the
Law of the State of Delaware. 
 Section 1.6 Counterparts; Electronic Delivery. This Joinder may be executed and delivered in
one or more counterparts, by fax, email or other electronic transmission, each of which shall be deemed an original and all of which shall be considered one and the same agreement. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Joinder or any document to be signed in connection with this Joinder shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto
consent to conduct the transactions contemplated hereunder by electronic means. 











 IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the parties as of
the date first above written. 
  

			
	TRANSFEROR:
		
	 Print
 Name:
	 	 
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 













 IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by the parties as of
the date first above written. 
  

			
	TRANSFEREE:
		
	 Print
 Name:
	 	 
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 


  

			
	Address for Notices:
	
	 
	
	 
	
	 
		
	Attention:	 	 
		
	Facsimile:	 	 
		
	E-mail: