Exhibit 10.1


 


UNITED STATES DISTRICT COURT 


SOUTHERN DISTRICT OF NEW YORK


 


	 	x	 
	 
	JOHN A. ERLANDSON and JAMES IAN	:	Civil Action No. 7:20-cv-10795-CS
	NORRIS, Individually and on Behalf of All	:	 
	Others Similarly Situated,	:	CLASS ACTION
	 	:	 
	Plaintiffs,		:	STIPULATION AND AGREEMENT OF
	 	:	SETTLEMENT
	vs.	:	 
	 	:	 
	TRITERRAS, INC. (f/k/a NETFIN	:	 
	HOLDCO), NETFIN ACQUISITION CORP.,	:	 
	TRITERRAS FINTECH PTE. LTD., MVR	:	 
	NETFIN LLC, RICHARD MAURER,	:	 
	MARAT ROSENBERG, VADIM	:	 
	KOMISSAROV, GERALD PASCALE,	:	 
	SRINIVAS KONERU, JAMES H. GROH,	:	 
	ALVIN TAN, JOHN A. GALANI,	:	 
	MATTHEW RICHARDS, VANESSA	:	 
	SLOWEY and KENNETH STRATTON,	:	 
	 	:	 
	Defendants.	 	:	 
	 	x	 


 




     


     


    

 


This Stipulation and Agreement
of Settlement, dated as of April 27, 2022 (“Stipulation”), is entered into by and among the following parties to this putative
class action (“Action” or “Litigation,” as further defined herein), by and through their counsel: (i) Plaintiffs
John A. Erlandson (“Erlandson”) and James Ian Norris (“Norris,” and together with Erlandson, “Plaintiffs”);
and (ii) Defendants Triterras, Inc. (“Triterras” or “Company”), Netfin Acquisition Corp. (“Netfin”),
Triterras Fintech Pte. Ltd. (“Fintech”), MVR Netfin LLC (“MVR”), Richard Maurer (“Maurer”), Marat
Rosenberg (“Rosenberg”), Vadim Komissarov (“Komissarov”), Gerald Pascale (“Pascale”), Srinivas Koneru
(“Koneru”), James H. Groh (“Groh”), Alvin Tan (“Tan”), John A. Galani (“Galani”), Matthew
Richards (“Richards”), Vanessa Slowey (“Slowey”), and Kenneth Stratton (“Stratton”) (together, “Defendants”).
This Stipulation memorializes the terms on which Plaintiffs and Defendants (together, “Parties”) have agreed to resolve this
Litigation (“Settlement”), and is intended to fully, finally, and forever resolve, discharge, and settle the Released Claims,
subject to approval of the Court and the terms and conditions in this Stipulation. All capitalized terms are defined herein.


 


		I.	THE LITIGATION



 


On December 21, 2020, Raffaele
Ferraiori (“Ferraiori”), a putative purchaser of Triterras warrants, commenced this Action, then captioned Ferraiori v.
Triterras, Inc., et al., Case No. 7:20-cv-10795-CS, by filing a Class Action Complaint for Violations of the Federal Securities Laws
(“Complaint,” ECF No. 1) in the United States District Court for the Southern District of New York (“Court”).
On behalf of a proposed class of purchasers of Triterras securities from August 20, 2020 to December 16, 2020, the Ferraiori Complaint
asserted claims against Triterras, Koneru, and Rosenberg under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (“Exchange
Act”) and United States Securities and Exchange Commission (“SEC”) Rule 10b-5.


 


As set forth in the Ferraiori
Complaint, these claims generally involved an alleged failure to disclose the extent of Triterras’s reliance on Rhodium Resources
Pte. Ltd. (“Rhodium”), a related party, and that Rhodium faced liabilities that jeopardized their relationship. According
to the Ferraiori Complaint, news of Rhodium’s financial difficulties, which Triterras disclosed on December 17, 2020, undermined
statements about Triterras’s business and prospects, caused the trading price of Triterras securities to decline, and resulted in
investors’ losses.


 


Between February 19, 2021
and March 12, 2021, briefing on the appointment of lead plaintiff and lead counsel took place under the Private Securities Litigation
Reform Act of 1995 (“PSLRA”). Ferraiori and Erlandson filed competing applications (ECF Nos. 5-16). On April 15, 2021, the
Court held argument and granted Erlandson’s motion, issuing an order appointing Erlandson as Lead Plaintiff and approving his counsel,
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”), as Lead Counsel (ECF No. 20).


 


On July 1, 2021, Plaintiffs
filed the Amended Class Action Complaint for Violations of the Federal Securities Laws (“Amended Complaint,” ECF No. 38).
Spanning 381 numbered paragraphs over 142 pages, the Amended Complaint augmented the claims and allegations in the Action, naming an additional
12 defendants in addition to Triterras, Koneru, and Rosenberg, and asserting claims under both the Exchange Act and the Securities Act
of 1933 (“Securities Act”).


 




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The Amended Complaint asserted
these claims on behalf of Persons who purchased or otherwise acquired the Class A common stock or warrants of Triterras from June 29,
2020 to and including January 14, 2021 (“Class Period”), including those purchases pursuant or traceable to (a) Triterras’s
November 10, 2020 issuance of securities in connection with Netfin’s acquisition of Fintech in forming Triterras and (b) the (i)
Form F-4 registration statement and prospectus filed with the SEC by Holdco on August 28, 2020 and subsequent amendments filed with the
SEC; and (ii) preliminary proxy statement and prospectus filed with the SEC by Netfin on August 31, 2020 and subsequent amendments filed
with the SEC (the “Materials”). The claims arose from alleged misstatements and omissions about several subjects: (i) relationships
between insiders at Netfin and Fintech and the employment history of certain executives, some of whom occupied management-level positions
at Triterras; (ii) the way Netfin’s acquisition of Fintech arose from the transactions which resulted in forming Triterras; (iii)
Rhodium’s financial condition and implications for Triterras’s business; (iv) the users of Fintech’s trading platform;
and (v) the state of the commodities trade financing industry. The Amended Complaint alleged that investors suffered losses when the trading
price of Triterras securities declined after the December 17, 2020 disclosure on Rhodium and the publication of reports on December 17,
2020 and January 14, 2021 about insider relationships, alleged related-party transactions, and other information.


 


After filing the Amended Complaint,
Robbins Geller, on behalf of Plaintiffs and the putative class, continued investigating the allegations and engaged in discussions concerning
the acceptance of service of the Amended Complaint by the additional defendants, including those located abroad. After further investigation
and evaluation, Plaintiffs raised the prospect of attempting to resolve the Action through mediation, and Defendants agreed.


 


The Parties engaged the services
of Jed D. Melnick, Esq., an experienced and nationally recognized mediator with JAMS, to conduct an all-day mediation on October 8, 2021.
Shortly before the mediation, each side submitted a confidential mediation statement to Mr. Melnick. On October 8, 2021, Mr. Melnick conducted
an all-day virtual mediation session over Zoom. Each side discussed the perceived strengths and weaknesses of their respective positions
with Mr. Melnick, as well as the range of potential damages. Although the mediation concluded without a settlement, the process was productive
and the Parties agreed to continue exploring a potential resolution with Mr. Melnick’s assistance.


 


On October 28, 2021, as negotiations
continued regarding a potential resolution of this Action, Triterras announced that its Audit Committee had concluded an investigation,
with the assistance of outside advisors, into the allegations contained in the January 14, 2021 report, and determined that those allegations
“lack either factual support or material basis” and “do not require additional action by the Company.”


 




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In November 2021, Mr. Melnick
presented the Parties with a mediator’s proposal to assist them in forging an agreement in principle to resolve the Action, subject
to formal and customary documentation and, later, approval by the Court. An agreement was not immediately reached, but the Parties continued
to discuss various terms.


 


On January 22, 2022, the served
parties executed a Memorandum of Understanding, which set forth their non-binding agreement in principle to resolve the Action in exchange
for a total payment of $9 million to the Class, inclusive of fees and costs. The Parties then negotiated the terms of this Stipulation.


 


		II.	PLAINTIFFS’ CLAIMS AND THE BENEFIT OF SETTLEMENT



 


Plaintiffs believe the claims
asserted in the Litigation have merit and that evidence exists to support them. However, Plaintiffs and their counsel recognize and acknowledge
the expense and length of continued proceedings necessary to prosecute the Action through trial and appeals. They have also taken into
account the uncertainty and risk of continued litigation, including the difficulties and delays inherent in complicated securities class
actions, and recognize the inherent challenges in developing admissible evidence to prove their claims and overcome defenses to the securities
law violations asserted in the Action, particularly for claims arising under the PSLRA. Accordingly, based on their evaluation, Plaintiffs
and their counsel believe that the Settlement confers substantial benefits on the Class while eliminating the risk and uncertainty of
continued litigation, including the possibility that Defendants might prevail, in whole or in part.


 


		III.	DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY



 


Defendants have denied and
continue to deny every claim alleged and all charges of wrongdoing or liability arising out of any of the conduct, statements, acts or
omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue to deny that Plaintiffs
or the Class have suffered any damage, that the price of Triterras securities was artificially inflated by alleged misrepresentations,
nondisclosures or otherwise, or that Plaintiffs or the Class were harmed by the conduct alleged in the Litigation. Defendants believe
that they acted properly at all times and that the Litigation is without merit and maintain that they have meritorious defenses to all
claims alleged in the Litigation.


 


Nonetheless, Defendants have
concluded that participating further in the Litigation would be protracted and expensive, and that it is desirable that the Litigation
be fully and finally settled in the manner and upon the terms and conditions set forth in this Stipulation. As set forth below, neither
the Settlement nor any of the terms of this Stipulation shall constitute an admission or finding of any fault, liability, wrongdoing or
damage whatsoever or any infirmity in the defenses that Defendants have, or could have, asserted.


 




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		IV.	TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT



 


NOW, THEREFORE, IT IS HEREBY
STIPULATED AND AGREED by and among Plaintiffs (for themselves and Class Members) and Defendants, by and through their respective counsel,
that, subject to approval of the Court, the Litigation and the Released Claims shall be finally and fully compromised, settled, and released,
and the Litigation shall be dismissed with prejudice as to all Settling Parties upon and subject to the terms and conditions of the Stipulation.


 


1.
Definitions


 


As used in this Stipulation,
the following terms have the meanings specified below:


 


1.1 “Authorized
Claimant” means any Class Member whose claim for recovery has been allowed pursuant to the terms of the Stipulation.


 


1.2 “Claims
Administrator” means the firm of Gilardi & Co. LLC.


 


1.3 “Class”
means all Persons who purchased or otherwise acquired the Class A common stock or warrants of Triterras from June 29, 2020 to and including
January 14, 2021. Excluded from the Class are Defendants and their families, officers, affiliates, entities in which they have or had
a controlling interest, and the legal representatives, heirs, successors-in-interest or assigns of any such excluded party. Also excluded
from the Class are any Persons who timely and validly request exclusion from the Class, as approved by the Court.


 


1.4 “Class
Member” or “Member of the Class” means a Person who falls within the definition of the Class as set forth in ¶1.3
above.


 


1.5 “Class
Period” means the period from June 29, 2020 to and including January 14, 2021.


 


1.6 “Defendants”
means the defendants named in the Amended Complaint, consisting of Triterras, Netfin, Fintech, MVR, Maurer, Rosenberg, Komissarov, Pascale,
Koneru, Groh, Tan, Galani, Richards, Slowey, and Stratton.


 


1.7 “Defendants’
Counsel” means the law firms of Cahill Gordon & Reindel LLP, Duane Morris LLP, White & Case LLP, and DLA Piper LLP (US).


 


1.8 “Effective
Date,” or the date upon which this Settlement becomes “effective,” means three (3) business days after the date by which
all of the events and conditions specified in ¶7.1 of the Stipulation have been met and have occurred.


 


1.9 “Escrow
Agent” means the law firm of Robbins Geller Rudman & Dowd LLP or its successor.


 




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1.10 “Final”
means when the last of the following with respect to the Judgment approving the Stipulation, substantially in the form of Exhibit B attached
hereto, shall occur: (i) the expiration of the time to file a motion to alter or amend the Judgment under Federal Rule of Civil Procedure
59(e) without any such motion having been filed; (ii) the time in which to appeal the Judgment has passed without any appeal having been
taken; and (iii) if a motion to alter or amend is filed or if an appeal is taken, immediately after the determination of that motion or
appeal so that it is no longer subject to any further judicial review or appeal whatsoever, whether by reason of affirmance by a court
of last resort, lapse of time, voluntary dismissal of the appeal or otherwise in such a manner as to permit the consummation of the Settlement
substantially in accordance with the terms and conditions of this Stipulation. For purposes of this paragraph, an “appeal”
shall include any petition for a writ of certiorari or other writ that may be filed in connection with approval or disapproval of this
Settlement, but shall not include any appeal which concerns only the issue of Plaintiffs’ attorneys’ fees and expenses, payments
to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class, the Plan of Allocation of
the Net Settlement Fund, as hereinafter defined, or the procedures for determining Authorized Claimants’ recognized claims.


 


1.11 RESERVED.


 


1.12
“Judgment” means the Final Judgment and Order of Dismissal with Prejudice to be rendered by the Court, substantially in the
form attached hereto as Exhibit B.


 


1.13 “Lead
Counsel” means Robbins Geller Rudman & Dowd LLP, 58 South Service Road, Suite 200, Melville, New York 11747.


 


1.14 “Litigation”
or “Action” means this action, captioned Erlandson v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS (S.D.N.Y.).
ECF citations are to the docket in this Action.


 


1.15 “Net
Settlement Fund” means the Settlement Fund less any attorneys’ fees, expenses, and interest and any award to Plaintiffs, provided
for herein or approved by the Court, and less Notice and Administration Expenses, Taxes and Tax Expenses, and other Court-approved deductions.


 


1.16 RESERVED.


 


1.17 “Person”
means an individual, corporation, limited liability corporation, professional corporation, partnership, limited partnership, limited liability
partnership, limited liability company, joint venture, association, joint stock company, estate, legal representative, trust, unincorporated
association, government or any political subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors,
successors, representatives, or assignees.


 


1.18 “Plaintiffs”
means the plaintiffs named in the Amended Complaint, consisting of Court-appointed Lead Plaintiff Erlandson and additional plaintiff Norris.


 


1.19 “Plan
of Allocation” means a plan or formula of allocation of the Net Settlement Fund whereby the Net Settlement Fund shall be distributed
to Authorized Claimants. Any Plan of Allocation is not part of the Stipulation and neither Defendants nor their Related Parties shall
have any responsibility or liability with respect thereto.


 




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1.20 “Proof
of Claim and Release” means the Proof of Claim and Release form for submitting a claim, which, subject to approval of the Court,
shall be substantially in the form attached hereto as Exhibit A-2.


 


1.21 “Related
Parties” means each Defendant’s respective present, former, or future parents, subsidiaries, divisions and affiliates and
the respective present and former employees, members, partners, principals, officers, directors, controlling shareholders, attorneys,
advisors, accountants, auditors, underwriters, consultants, investment bankers, commercial bankers, joint ventures, insurers, and re-insurers
of each of them; and the predecessors, successors, estates, immediate family members, spouses, heirs, executors, trusts, trustees, administrators,
agents, representatives, assigns, and assignees of each of them, in their capacity as such.


 


1.22 “Released
Claims” means any and all claims, demands, rights, causes of action, or liabilities (including Unknown Plaintiffs’ Claims,
defined below), that could have been asserted in any forum, whether foreign or domestic, whether based on or arising under federal, state,
local, or foreign law, whether based on statutory law, common law, rule or regulation, whether fixed or contingent, foreseen or unforeseen,
matured or unmatured, accrued or unaccrued, liquidated or unliquidated, whether direct, representative, class or individual in nature,
based on, arising from or relating to: (i) the purchase or acquisition of Class A common stock or warrants of Triterras during the Class
Period; and (ii) the acts, facts, statements or omissions that were or could have been alleged or asserted by Plaintiffs relating to conduct
which occurred during the Class Period. The conduct covered in subsection ii of this paragraph includes, but is not limited to, Netfin’s
and/or the other Defendants’ alleged involvement, during the Class Period, in: (a) forming Holdco, issuing Triterras securities,
and soliciting purchasers of Triterras securities, all of which allegedly violated the Securities Act of 1933; (b) making any allegedly
misleading statements or omissions, including any such statements or omissions that could have induced investors to purchase Triterras
securities, all of which allegedly violated the Securities Exchange Act of 1934; and (c) controlling any primary violators of the federal
securities laws, which conduct allegedly violated both the Securities Act of 1933 and the Securities Exchange Act of 1934. Released Claims
does not include claims to enforce the Settlement.


 


1.23 “Released
Persons” means each and all of Defendants and their Related Parties.


 


1.24 “Releasing
Plaintiff Party” or “Releasing Plaintiff Parties” means each and every plaintiff, Class Member, Plaintiff, and each
of their respective past or present trustees, officers, directors, partners, employees, contractors, auditors, principals, agents, attorneys,
predecessors, successors, assigns, representatives, affiliates, insurers, parents, subsidiaries, general or limited partners or partnerships,
and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Releasing Plaintiff
Party who is an individual, as well as any trust of which any Releasing Plaintiff Party is the settlor or which is for the benefit of
any of their immediate family members. Releasing Plaintiff Parties do not include any Person who timely and validly seeks exclusion from
the Class.


 


1.25 “Settlement
Amount” means Nine Million Dollars ($9,000,000.00) in cash to be paid by wire transfer or check sent by overnight mail to the Escrow
Agent pursuant to ¶2.2 of this Stipulation.


 




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1.26 “Settlement
Fund” means the Settlement Amount plus all interest and accretions thereto, and which may be reduced by payments or deductions as
provided for herein and approved by Court order. Such amount is paid as consideration for the full and complete settlement of all the
Released Claims.


 


1.27 “Settling
Parties” means, collectively, Defendants, Plaintiffs, and the Class.


 


1.28 “Tax”
or “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any
and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any governmental authority.


 


1.29 “Unknown
Defendants’ Claims” means claims referenced in ¶4.4 below which Defendants do not know or suspect to exist in their favor
at the time of the release of Plaintiffs, the Class Members, and Plaintiffs’ counsel which, if known to them, might have affected
their settlement with and release of Plaintiffs, Class Members, and Plaintiffs’ counsel. With respect to any and all such claims,
the Settling Parties stipulate and agree that, upon the Effective Date, Defendants shall expressly waive the provisions, rights, and benefits
of California Civil Code §1542, recited below, as well as any and all provisions, rights, and benefits conferred by any law of any
state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code
§1542. Defendants may hereafter discover facts in addition to or different from those they now know or believe to be true with respect
to the subject matter of the claims referenced in ¶4.4 below, but Defendants expressly release any and all such claims, known or
unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have
existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct
which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery
or existence of such different or additional facts.


 


1.30 “Unknown
Plaintiffs’ Claims” means any Released Claims which Plaintiffs or the Releasing Plaintiff Parties do not know or suspect to
exist in their favor at the time of the release of the Released Persons which, if known by them, might have affected their settlement
with and release of the Released Persons, or might have affected their decision with respect to this Settlement, including, without limitation,
any decision not to object to this Settlement or seek exclusion from the Class. With respect to any and all Released Claims, the Settling
Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly waive and each Releasing Plaintiff Party shall be
deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil
Code §1542, which provides:


 


A general release
does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing
the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.


  




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Plaintiffs shall expressly waive and each Releasing
Plaintiff Party shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights,
and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable
or equivalent to California Civil Code §1542. Plaintiffs and the Releasing Plaintiff Parties acknowledge that they may hereafter
discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of
the Released Claims, but Plaintiffs shall expressly waive, compromise, discharge, extinguish, settle and release and each Releasing Plaintiff
Party, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever waived,
compromised, discharged, extinguished, settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent
or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now
existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without
malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional
facts. Plaintiffs acknowledge, and the Releasing Plaintiff Parties shall be deemed by operation of the Judgment to have acknowledged,
that the foregoing waiver was separately bargained for and a key element of the Settlement of which this release is a part.


 


2.
The Settlement


 


a. Class Certification


 


2.1 Solely
for purposes of the Settlement and for no other purpose, Defendants stipulate and agree to: (a) certification of the Litigation as a class
action pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure on behalf of the Class; (b) certification of Plaintiffs
as Class representatives for the Class; and (c) appointment of Lead Counsel as Class counsel for the Class pursuant to Rule 23(g) of the
Federal Rules of Civil Procedure. If the Settlement does not become effective for any reason, the stipulations provided for in this paragraph
shall be null and void and shall not be referred to or used in any way in this Action or in any litigation, and the position of the Parties
with respect to class action certification will be restored to that set forth in ¶7.6.


 


b. The Settlement
Amount


 


2.2 Triterras
and/or relevant insurers, on behalf of all Defendants, shall pay or cause to be paid at least half of the Settlement Amount ($4.5 million)
by wire transfer or check sent by overnight mail in accordance with instructions to be provided by the Escrow Agent within ten (10) calendar
days of the entry of an order granting preliminary approval of the Settlement. The remaining balance shall be paid by Triterras and/or
relevant insurers by wire transfer or check sent by overnight mail in accordance with instructions provided by the Escrow Agent, within
fourteen (14) calendar days of the entry of an order preliminarily approving the Settlement. If the payment due date falls on a weekend
or federal holiday, the payment due date will be on the next business day. Alternatively, if the entire Settlement Amount is not timely
paid to the Escrow Agent, Lead Counsel may terminate the Settlement but only if (i) Lead Counsel has notified Defendants’ Counsel
in writing of Lead Counsel’s intention to terminate the Settlement, and (ii) the entire Settlement Amount is not transferred to
the Escrow Agent within three (3) calendar days after Lead Counsel has provided such written notice (with the same provision above if
the payment date lands on a weekend or federal holiday). The Escrow Agent shall deposit the Settlement Amount plus any accrued interest
in a segregated escrow account (the “Escrow Account”) maintained by the Escrow Agent. No other Defendant shall be responsible
for the Settlement Amount.


 






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2.3 The
obligations incurred pursuant to this Stipulation shall be in full and final disposition and settlement of all Released Claims. The Settlement
Amount paid by Triterras and/or relevant insurers on behalf of the Defendants is the sole monetary responsibility of the Released Persons
under this Stipulation, and Releasing Plaintiff Parties who do not timely seek to exclude themselves from the Class shall not look to
any of Defendants or Defendants’ respective Related Parties for satisfaction of any or all Released Claims. The Released Persons
are not responsible for payment of Notice and Administration Expenses as defined below, or any out-of-pocket expenses, other than out
of the Settlement Amount, as provided herein. The Released Persons shall have no responsibility for, interest in, or liability whatsoever
with respect to: (i) any act, omission, or determination by Lead Counsel or the Claims Administrator, or any of their respective designees,
in connection with the administration of the Settlement or otherwise; (ii) the management, investment, or distribution of the Settlement
Fund; (iii) the Plan of Allocation; (iv) the determination, administration, calculation, or payment of any claims asserted against the
Settlement Fund; (v) any loss suffered by, or fluctuation in the value of, the Settlement Fund; or (vi) the payment or withholding of
any Taxes, expenses, and/or costs incurred in connection with the taxation of the Settlement Fund, distributions or other payments from
the Escrow Account, or the filing of any federal, state, or local returns.


 


c. The Escrow
Agent


 


2.4 The
Escrow Agent shall invest the Settlement Amount deposited pursuant to ¶2.2 hereof in United States Agency or Treasury Securities
or other instruments backed by the Full Faith & Credit of the United States Government or an Agency thereof, or fully insured by the
United States Government or an Agency thereof and shall reinvest the proceeds of these instruments as they mature in similar instruments
at their then-current market rates. All risks related to the investment of the Settlement Fund in accordance with the investment guidelines
set forth in this paragraph shall be borne by the Settlement Fund and the Released Persons shall have no responsibility for, interest
in, or liability whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions executed by the
Escrow Agent. The Escrow Agent shall not disburse the Settlement Fund except as provided in the Stipulation, by an order of the Court,
or with the written agreement of counsel for Defendants.


 


2.5 Subject
to further order(s) and/or directions as may be made by the Court, or as provided in the Stipulation, the Escrow Agent is authorized to
execute such transactions as are consistent with the terms of the Stipulation. The Released Persons shall have no responsibility for,
interest in, or liability whatsoever with respect to the actions of the Escrow Agent, or any transaction executed by the Escrow Agent.
All funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject
to the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s)
of the Court.


 


2.6 The
Settlement Fund may be used by Lead Counsel to pay reasonable costs and expenses actually incurred in connection with providing notice
to the Class, locating Class Members, soliciting claims, assisting with the submission of claims, processing Proof of Claim and Release
forms, administering and distributing the Net Settlement Fund to Authorized Claimants, and paying escrow fees and costs, if any (“Notice
and Administration Expenses”).


 


2.7 It
is Lead Counsel’s sole responsibility to disseminate the Notice (as defined below) and summary notice to the Class in accordance
with this Stipulation and as ordered by the Court. Defendants shall not bear any cost or responsibility for class notice, administration,
or the allocation of the Net Settlement Fund among Authorized Claimants. Class Members shall have no recourse as to the Released Persons
with respect to any claims they may have that arise from any failure of the notice process.


  




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d. Taxes


 


2.8
(a) The Settling Parties and the Escrow Agent agree to treat the Settlement Fund as being at all times a “qualified settlement fund”
within the meaning of Treas. Reg. §1.468B-1. In addition, the Escrow Agent shall timely make such elections as necessary or advisable
to carry out the provisions of this ¶2.8, including
the “relation-back election” (as defined in Treas. Reg. §1.468B-1) back to the earliest permitted date. Such elections
shall be made in compliance with the procedures and requirements contained in such regulations. The Escrow Agent is responsible for timely
and properly preparing and delivering the necessary documentation for signature by all necessary parties, and thereafter causing the appropriate
filing to occur.

 


(b)
For the purpose of §1.468B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the “administrator”
shall be the Escrow Agent. The Escrow Agent shall timely and properly file all informational and other tax returns necessary or advisable
with respect to the Settlement Fund (including, without limitation, the returns described in Treas. Reg. §1.468B-2(k)). Such returns
(as well as the election described in ¶2.8(a) hereof)
shall be consistent with this ¶2.8 and in all events
shall reflect that all Taxes (including any estimated Taxes, interest or penalties) on the income earned by the Settlement Fund shall
be paid out of the Settlement Fund as provided in ¶2.8(c)
hereof.


 


(c)
All (a) Taxes (including any estimated Taxes, interest or penalties) arising with respect to the income earned by the Settlement Fund,
including any Taxes or tax detriments that may be imposed upon the Released Persons or their counsel with respect to any income earned
by the Settlement Fund for any period, after the deposit of the Settlement Amount, during which the Settlement Fund does not qualify as
a “qualified settlement fund” for federal or state income tax purposes, and (b) expenses and costs incurred in connection
with the operation and implementation of this ¶2.8 (including, without limitation, expenses of tax attorneys and/or accountants and
mailing and distribution costs and expenses relating to filing (or failing to file) the returns described in this ¶2.8) (“Tax
Expenses”), shall be paid out of the Settlement Fund; in all events the Released Persons and their counsel shall have no liability
or responsibility for the Taxes or the Tax Expenses. Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost
of administration of the Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund without prior order from
the Court and the Escrow Agent shall be authorized (notwithstanding anything herein to the contrary) to withhold from distribution to
Authorized Claimants any funds necessary to pay such amounts, including the establishment of adequate reserves for any Taxes and Tax Expenses
(as well as any amounts that may be required to be withheld under Treas. Reg. §1.468B-2(l)(2)); neither the Released Persons nor
their counsel are responsible nor shall they have any liability for any Taxes or Tax Expenses. The Settling Parties agree to cooperate
with the Escrow Agent, each other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the provisions
of this ¶2.8.


 


e. Termination of Settlement


 


2.9 In the event that the
Stipulation is not approved or the Stipulation is terminated, canceled, or fails to become effective for any reason, the Settlement Fund
less Notice and Administration Expenses or Taxes or Tax Expenses paid, incurred, or due and owing in connection with the Settlement provided
for herein, shall be refunded pursuant to written instructions from Defendants’ Counsel in accordance with ¶7.5 herein.


 






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3.
Preliminary Approval Order and Settlement Hearing


 


3.1 Promptly, but no later
than two (2) weeks after executing this Stipulation with Exhibits, Lead Counsel shall submit the Stipulation and related materials to
the Court and shall apply for entry of an order (“Preliminary Approval Order”), substantially in the form of Exhibit A attached
hereto, requesting, inter alia, preliminary approval of the Settlement set forth in the Stipulation, and approval for the mailing
of a settlement notice (“Notice”) and publication of a summary notice, substantially in the forms of Exhibits A-1 and A-3
attached hereto. The Notice shall include the general terms of the Settlement set forth in the Stipulation, the proposed Plan of Allocation,
the general terms of the Fee and Expense Application, as defined in ¶6.1 hereof, and the date of the Settlement Hearing as defined
below.

 


3.2 Lead
Counsel shall promptly request that after notice is given, the Court hold a hearing (“Settlement Hearing”) and approve the
Settlement of the Litigation as set forth herein. At or after the Settlement Hearing, Lead Counsel also will request that the Court approve
the proposed Plan of Allocation, the Fee and Expense Application, and Plaintiffs’ request for an amount pursuant to 15 U.S.C. §78u-4(a)(4)
in connection with their representation of the Class.


 


4.
Releases


 


4.1 Upon
the Effective Date, Plaintiffs shall, and each of the Releasing Plaintiff Parties shall be deemed to have, and by operation of the Judgment
shall have, fully, finally, and forever waived, released, relinquished, discharged, and dismissed all Released Claims against the Released
Persons and shall forever be barred and enjoined from commencing, instituting, prosecuting, or maintaining any and all of the Released
Claims against the Released Persons, whether or not such Releasing Plaintiff Party executes and delivers the Proof of Claim and Release
or shares in the Settlement Fund. Claims to enforce the terms of this Stipulation are not released.


 


4.2 The
Proof of Claim and Release to be executed by Class Members shall release all Released Claims against the Released Persons and shall be
substantially in the form contained in Exhibit A-2 attached hereto.


 


4.3 Upon
the Effective Date, all Releasing Plaintiff Parties, and anyone claiming through or on behalf of any of them, will be forever barred and
enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or other proceeding in any court of law or equity,
arbitration tribunal, or administrative forum, asserting the Released Claims against any of the Released Persons.


 


4.4 Upon
the Effective Date, each of the Released Persons shall be deemed to have, and by operation of the Judgment shall have, fully, finally,
and forever released, relinquished, and discharged Plaintiffs, each and all of the Class Members, and Plaintiffs’ counsel from all
claims and causes of action of every nature and description (including Unknown Defendants’ Claims), whether arising under federal,
state, common or foreign law, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against
Defendants, except for claims relating to the enforcement of the Settlement. Notwithstanding the foregoing, nothing in this Stipulation
or its Exhibits shall be construed as limiting, modifying or otherwise affecting any indemnification rights, insurance coverage or policies
that may be available to any of the Released Persons.


 



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5.
Administration and Calculation of Claims, Final Awards and Supervision and Distribution of the Settlement Fund


 


5.1 The
Claims Administrator, subject to such supervision and direction of the Court as may be necessary or as circumstances may require, shall
administer and calculate the claims submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized
Claimants.


 


5.2 The
Settlement Fund shall be applied as follows:


 


(a) to
pay all Notice and Administration Expenses;


 


(b) to pay the Taxes and Tax
Expenses described in ¶2.8 hereof;

 


(c) to
pay attorneys’ fees and expenses of counsel for Plaintiffs (“Fee and Expense Award”), and to pay Plaintiffs an amount
pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class, if and to the extent allowed by the Court;
and


 


(d) after
the Effective Date, to distribute the Net Settlement Fund to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation,
or the Court.


 


5.3 After
the Effective Date, and in accordance with the terms of the Stipulation, the Plan of Allocation, or such further approval and further
order(s) of the Court as may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed to Authorized
Claimants, subject to and in accordance with the following provisions in this paragraph 5.


 


5.4 Within ninety (90) calendar
days after the mailing of the Notice or such other time as may be set by the Court, each Person claiming to be an Authorized Claimant
shall be required to submit to the Claims Administrator a completed Proof of Claim and Release, substantially in the form of Exhibit
A-2 attached hereto, signed under penalty of perjury and supported by such documents as are specified therein. Any Person who files a
Proof of Claim and Release shall reasonably cooperate with the Claims Administrator, including by promptly responding to any inquiry
made by the Claims Administrator.


 


5.5 All
Members of the Class (except Persons who request exclusion) shall be bound by all determinations and judgments in the Litigation concerning
the Settlement, including, but not limited to, the releases provided for therein, whether favorable or unfavorable to the Class, regardless
of whether such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of Claim and Release form or
any similar document, any distribution from the Settlement Fund or the Net Settlement Fund.


 


5.6 Lead
Counsel shall cause to be provided to Defendants’ Counsel copies of all requests for exclusion, and any written revocation of requests
for exclusion, as expeditiously as possible, and within the sooner of three (3) calendar days of Lead Counsel’s receipt or fourteen
(14) calendar days prior to the Settlement Hearing.


 


5.7 Except
as otherwise ordered by the Court, all Class Members who fail to timely submit a valid Proof of Claim and Release or a request for exclusion
within the applicable period, or such other period as may be ordered by the Court, or otherwise allowed, shall be forever barred from
receiving any payments pursuant to the Stipulation and the Settlement set forth herein, but will in all other respects be subject to and
bound by the provisions of the Stipulation, the releases contained herein, and the Judgment, and will be barred from bringing any action
against the Released Persons concerning the Released Claims. Notwithstanding the foregoing, Lead Counsel shall have the discretion (but
not an obligation) to accept late-submitted claims for processing by the Claims Administrator so long as distribution of the Net Settlement
Fund to Authorized Claimants is not materially delayed thereby.


 






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5.8 The
Net Settlement Fund shall be distributed to the Authorized Claimants substantially in accordance with the Plan of Allocation set forth
in the Notice and approved by the Court. If there is any balance remaining in the Net Settlement Fund after a reasonable period of time
after the date of the initial distribution of the Net Settlement Fund, Lead Counsel shall, if feasible, reallocate (which reallocation
may occur on multiple occasions) such balance among Authorized Claimants in an equitable and economic fashion. Thereafter, any de minimis
balance which still remains in the Net Settlement Fund shall be donated to the New York Bar Foundation. Upon exhaustion of the Settlement
Fund, the Claims Administrator shall within five (5) business days thereafter take down, deactivate or otherwise delete any website or
domain established for purposes of publicizing or administering the Settlement.


 


5.9 Defendants and their Related
Parties shall have no responsibility for, interest in, or liability whatsoever with respect to the distribution of the Net Settlement
Fund, the Plan of Allocation, the determination, administration, or calculation of claims, the payment or withholding of Taxes or Tax
Expenses, or any losses incurred in connection therewith. No Person shall have any claim of any kind against the Defendants or their Related
Parties with respect to the matters set forth in ¶¶5.1-5.11 hereof; and the Releasing Plaintiff Parties, Plaintiffs, and Lead
Counsel release the Defendants and their Related Parties from any and all liability and claims arising from or with respect to the administration,
investment or distribution of the Settlement Fund.

 


5.10 No
Person shall have any claim against Defendants or their Related Parties (including, without limitation, attorneys for Defendants), Plaintiffs,
Lead Counsel or the Claims Administrator, or any other Person designated by Lead Counsel based on determinations or distributions made
substantially in accordance with the Stipulation and the Settlement contained herein, the Plan of Allocation, or further order(s) of the
Court.


 


5.11 It
is understood and agreed by the Settling Parties that any proposed Plan of Allocation of the Net Settlement Fund, including, but not limited
to, any adjustments to an Authorized Claimant’s claim set forth therein, is not a part of the Stipulation and is to be considered
by the Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of the Settlement set forth
in the Stipulation, and any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the Stipulation
or affect the finality of the Court’s Judgment approving the Stipulation and the Settlement set forth therein.


 


6.
Plaintiffs’ Counsel’s Attorneys’ Fees and Expenses


 


6.1 Lead
Counsel may submit an application or applications (“Fee and Expense Application”) for: (a) an award of attorneys’ fees;
plus (b) expenses or charges in connection with prosecuting the Litigation; plus (c) any interest on such attorneys’ fees and expenses
at the same rate and for the same periods as earned by the Settlement Fund (until paid) as may be awarded by the Court. Lead Counsel reserves
the right to make additional applications for fees and expenses incurred.


 



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6.2 The
fees and expenses, as awarded by the Court, shall be paid to Lead Counsel from the Settlement Fund, as ordered, immediately after the
Court executes the Judgment and an order awarding such fees and expenses, notwithstanding the existence of any timely filed objections
thereto or to the Settlement, or potential for appeal therefrom, or collateral attack on the Settlement or any part thereof. Lead Counsel
may thereafter allocate the attorneys’ fees among other plaintiffs’ counsel, if any, in any manner in which it in good faith
believes reflects the contributions of such counsel to the initiation, prosecution, and resolution of the Litigation.


 


6.3 If
the Effective Date does not occur, or the Judgment or the order making the Fee and Expense Award is reversed or modified, or the Stipulation
is canceled or terminated for any other reason, and such reversal, modification, cancellation or termination becomes Final and not subject
to review, and if the Fee and Expense Award has been paid to any extent, then (a) Lead Counsel with respect to the entire Fee and Expense
Award, and (b) such of plaintiffs’ counsel who have received any portion of the Fee and Expense Award, shall, within five (5) business
days from receiving notice from Defendants’ Counsel or from a court of appropriate jurisdiction, refund to the Settlement Fund such
fees and expenses previously paid to them from the Settlement Fund plus interest thereon at the same rate as earned on the Settlement
Fund in an amount consistent with such reversal, modification, cancellation or termination. Any refunds required pursuant to this paragraph
shall be the several obligation of Plaintiffs’ counsel, including their partners and/or shareholders. Each such plaintiffs’
counsel’s law firm receiving fees and expenses, as a condition of receiving such fees and expenses, on behalf of itself and each
partner and/or shareholder of it, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of the
Court for the purpose of enforcing the provisions of this paragraph.


 


6.4 RESERVED.


 


6.5 The
procedure for and allowance or disallowance by the Court of any applications by any plaintiffs’ counsel for attorneys’ fees
and expenses, or an award to Plaintiffs, to be paid out of the Settlement Fund, are not part of the Settlement set forth in the Stipulation,
and are to be considered by the Court separately from the Court’s consideration of the fairness, reasonableness and adequacy of
the Settlement set forth in the Stipulation, and shall have no effect on the terms of the Stipulation or on the validity or enforceability
of the Settlement. The approval of the Settlement, and it becoming Final, shall not be contingent on the award of attorneys’ fees
and expenses, any award to Plaintiffs or Lead Counsel, or any appeals from such awards. Any order or proceeding relating to the Fee and
Expense Application, or Plaintiffs’ application for an award, or any appeal from any order relating thereto or reversal or modification
thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay the finality of the Judgment approving the Stipulation
and the Settlement of the Litigation set forth therein.


 


6.6 Any
fees and/or expenses awarded by the Court shall be paid solely from the Settlement Fund. Defendants and their Related Parties shall have
no responsibility for, and no liability whatsoever with respect to, any payment of attorneys’ fees and/or expenses to plaintiffs’
counsel or to Plaintiffs.


 


6.7 Defendants
and their Related Parties shall have no responsibility for the allocation among plaintiffs’ counsel, and/or any other Person who
may assert some claim thereto, of any Fee and Expense Award that the Court may make in the Litigation.


 



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7.
Conditions of Settlement, Effect of Disapproval, Cancellation or Termination


 


7.1 The
Effective Date of the Stipulation shall be conditioned on the occurrence of all of the following events:


 


(a) the
Settlement Amount has been deposited into the Escrow Account;


 


(b) the Court has entered the
Preliminary Approval Order, as required by ¶3.1 hereof, substantially in the form set forth in Exhibit A attached hereto;

 


(c) the
Court has granted final approval to the Settlement as described herein, following notice to the Class and a hearing, as required by Rule
23 of the Federal Rules of Civil Procedure, and entered the Judgment, or a judgment substantially in the form of Exhibit B attached hereto;


 


(d) Defendants have not exercised
their option to terminate the Stipulation pursuant to ¶7.3 hereof; and

 


(e) the Judgment has become
Final, as defined in ¶1.10 hereof.


 


7.2 Upon the Effective Date,
any and all remaining interest or right of Triterras and/or any relevant insurers in or to the Settlement Fund, if any, shall be absolutely
and forever extinguished and the releases herein shall be effective. If the conditions specified in ¶7.1 hereof are not met, then
the Stipulation shall be canceled and terminated subject to ¶7.4 hereof unless Lead Counsel and Triterras’s counsel mutually
agree in writing to proceed with the Stipulation.

 


7.3 Defendants
shall have the option to terminate the Settlement if Class Members representing more than a certain percentage of Triterras Class A common
stock and warrants subject to this Settlement exclude themselves from the Class in accordance with the Notice, as set forth in a confidential
separate agreement (the “Supplemental Agreement”) to be executed between Plaintiffs and Defendants, by and through their counsel,
concurrently with this agreement. The terms of the Supplemental Agreement shall not be disclosed in any other manner other than the statements
herein and in the Notice, or as otherwise provided in the Supplemental Agreement unless and until the Court otherwise directs or a dispute
arises between Plaintiffs and Defendants concerning its interpretation or application. If submission of the Supplemental Agreement to
the Court is required for resolution of a dispute or is otherwise ordered by the Court, the Parties will undertake to have the Court review
the Supplemental Agreement in camera without filing it on the docket. If the Court requires that the Supplemental Agreement be
filed, the Parties shall request that it be filed under seal or with the percentage redacted.


 


7.4 Each
of Plaintiffs and Defendants shall have the right to terminate the Settlement and this Stipulation by providing written notice of their
election to do so (“Termination Notice”) to all other parties hereto within thirty (30) calendar days of: (a) the Court’s
refusal to enter the Preliminary Approval Order substantially in the form set forth in Exhibit A attached hereto; (b) the Court’s
refusal to approve this Stipulation; (c) the Court’s refusal to enter the Judgment, or a judgment substantially in the form of Exhibit
B attached hereto; (d) the date upon which the Judgment is reversed or vacated or altered following any appeal taken therefrom, or is
successfully collaterally attacked; or (e) the failure of the Effective Date to occur for any reason. For avoidance of doubt, no order
of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any attorneys’
fees, expenses, and interest awarded by the Court to Lead Counsel or any amount awarded to Plaintiffs shall operate to terminate or cancel
this Stipulation or constitute grounds for cancellation or termination of the Stipulation.


 






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7.5 Unless otherwise ordered
by the Court, if the Stipulation shall terminate, or be canceled, or shall not become effective for any reason, within five (5) business
days after written notification of such event is sent by counsel for the terminating Settling Party to the other Settling Parties and
the Escrow Agent, the Settlement Fund (including accrued interest), less expenses which have either been disbursed pursuant to ¶¶2.6
and 2.8 hereof, or are chargeable to the Settlement Fund pursuant to ¶¶2.6 and 2.8 hereof, shall be refunded by the Escrow Agent
pursuant to written instructions from Defendants’ Counsel. The Escrow Agent or its designee shall apply for any tax refund owed
on the Settlement Amount and pay the proceeds, after deduction of any fees or expenses incurred in connection with such application(s)
for refund, pursuant to written instructions from Defendants’ Counsel.


 


7.6 If the Stipulation is
not approved by the Court or the Settlement set forth in the Stipulation is terminated or fails to become effective in accordance with
its terms, the Settling Parties shall be restored to their respective positions in the Litigation as of January 22, 2022. In such event,
the terms and provisions of the Stipulation, with the exception of ¶¶1.1-1.30, 2.6-2.9, 6.3-6.4, 7.4-7.6, and 9.5 hereof, shall
have no further force and effect with respect to the Settling Parties and shall not be used in this Litigation or in any other proceeding
for any purpose, and any judgment or order entered by the Court in accordance with the terms of the Stipulation shall be treated as vacated,
nunc pro tunc. No order of the Court or modification or reversal on appeal of any order of the Court concerning the Plan of Allocation
or the amount of any attorneys’ fees, costs, expenses, and interest awarded by the Court to any of Plaintiffs’ counsel or
award to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) shall operate to terminate or cancel this Stipulation or constitute grounds
for cancellation or termination of the Stipulation.


 


7.7 If the Effective Date
does not occur, or if the Stipulation is terminated pursuant to its terms, neither Plaintiffs nor any of their counsel shall have any
obligation to repay any amounts disbursed pursuant to ¶¶2.6 or 2.8. In addition, any expenses already incurred pursuant to ¶¶2.6
or 2.8 hereof at the time of such termination or cancellation but which have not been paid, shall be paid by the Escrow Agent in accordance
with the terms of the Stipulation prior to the balance being refunded in accordance with ¶¶2.9 and 7.5 hereof.


 


7.8 In
the event of a final order of a court of competent jurisdiction, not subject to any further proceedings, determining the transfer of the
Settlement Fund, or any portion thereof, by or on behalf of Defendants to be a voidable preference, voidable transfer, fraudulent transfer,
or similar transaction under Title 11 of the United States Code (Bankruptcy), or applicable state law, and any portion thereof is required
to be refunded and such amount is not promptly deposited in the Settlement Fund by or on behalf of any Defendant, then, at the election
of Plaintiffs, as to Defendants, the Settlement may be terminated and the Judgment entered in favor of Defendants pursuant to the Settlement
shall be null and void and the Settlement Fund shall be promptly returned. Alternatively, at the election of Plaintiffs, the Settling
Parties shall jointly move the Court to vacate and set aside the release given and the Judgment entered in favor of the Defendants and
that the Defendants and Plaintiffs and the Members of the Class shall be restored to their litigation positions as of January 22, 2022,
and the Settlement Fund shall be promptly returned.


 






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8.
No Admission of Wrongdoing


 


8.1 The
Settling Parties agree that the Settlement, this Stipulation (whether or not consummated), including the Exhibits hereto and the Plan
of Allocation contained therein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution
of this Stipulation and the Settlement, any proceedings taken pursuant to or in connection with this Stipulation, and/or approval of the
Settlement (including any arguments proffered in connection therewith), and any communication relating thereto, are not evidence, nor
an admission or concession by any Settling Party or its counsel, of any fault, liability or wrongdoing whatsoever, as to any facts or
claims alleged or asserted in the Action, or any other actions or proceedings, or as to the validity or merit of any of the claims or
defenses alleged or asserted in any such action or proceeding.


 


8.2 Throughout
the course of the Action, Defendants have denied and continue to deny liability and maintain that they have meritorious defenses. Nonetheless,
Defendants have determined that it is desirable that the Action fully and finally be settled in the manner and upon the terms and conditions
set forth in this Stipulation in order to avoid the cost and burden of litigation.





 


8.3 Neither
the Settlement, this Stipulation (whether or not consummated), including the Exhibits hereto and the Plan of Allocation contained therein
(or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of this Stipulation and
the Settlement, nor any proceedings taken pursuant to or in connection with this Stipulation, and/or approval of the Settlement (including
any arguments proffered in connection therewith):


 


(a) shall
be offered or received against any Defendant as evidence of or construed as or deemed to be evidence of any presumption, concession, or
admission by any Defendant of the truth of any allegations by Plaintiffs or any Member of the Class or the validity of any claim that
has been or could have been asserted in the Litigation, or the deficiency of any defense that has been or could have been asserted in
the Litigation or in any other litigation, including, but not limited to, litigation of the Released Claims, or of any liability, negligence,
fault, or wrongdoing of any kind of any of the Defendants or in any way referred to for any other reason as against any of the Defendants,
in any civil, criminal, or administrative action or proceeding, other than such proceedings as may be necessary to effectuate the provisions
of this Stipulation;


 


(b) shall
be offered or received against any Defendant as evidence of a presumption, concession, or admission of any fault, misrepresentations,
or omission with respect to any statement or written document approved or made by any Defendant, or against Plaintiffs or any Member of
the Class as evidence of any infirmity in the claims of Plaintiffs and the Class;


 


(c) shall
be offered or received against any Defendant as evidence of a presumption, concession, or admission of any liability, negligence, fault,
or wrongdoing, or in any way referred to for any other reason as against any of the Parties to this Stipulation, in any other civil, criminal,
or administrative action or proceeding; provided, however, that if this Stipulation is approved by the Court, Defendants and their Related
Parties may refer to it to effectuate the release granted them hereunder; or


 


(d) shall
be construed against Defendants, Plaintiffs, or the Class as evidence of a presumption, concession or admission that the consideration
to be given hereunder represents the amount which could be or would have been recovered after trial or in any proceeding other than this
Settlement.


 






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8.4 Defendants
and/or their respective Related Parties may file this Stipulation and/or Judgment from this Action in any other action that may be brought
against them in order to support a defense or counterclaim based on principles of res judicata, collateral estoppel, release, good
faith settlement, judgment bar or reduction, or any theory or claim preclusion or issue preclusion or similar defense or counterclaim.


 


9.
Miscellaneous Provisions


 


9.1 The
Settling Parties (a) acknowledge that it is their intent to consummate this Stipulation; and (b) agree to cooperate to the extent reasonably
necessary to effectuate and implement all terms and conditions of this Stipulation and to exercise their best efforts to accomplish the
foregoing terms and conditions of this Stipulation.


 


9.2 The
Settling Parties intend this Settlement to be a final and complete resolution of all disputes between them with respect to the Litigation.
The Settlement compromises claims which are contested and shall not be deemed an admission by any Settling Party as to the merits of any
claim or defense. The Judgment will contain a finding that, during the course of the Litigation, the Settling Parties and their respective
counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11, and, based upon the publicly available information
at the time, this Action was filed in good faith, and was not frivolous. The Settling Parties agree that the Settlement Amount and the
other terms of the Settlement were negotiated in good faith by the Settling Parties, and reflect a settlement that was reached voluntarily
after consultation with competent legal counsel.


 


9.3 Plaintiffs
and their counsel and Defendants and their counsel shall not make any accusations of wrongful or actionable conduct by any party concerning
the prosecution, defense, and resolution of the Action, and shall not otherwise suggest that the Settlement embodied in this Stipulation
constitutes an admission of any claim or defense alleged. The Settling Parties reserve their right to rebut, in a manner that such party
determines to be appropriate (while protecting from disclosure confidential communications made in furtherance of settlement), any contention
made in any public forum regarding the Litigation, including that the Litigation was brought or defended in bad faith or without a reasonable
basis.


 






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9.4 All
agreements made and orders entered during the course of the Litigation relating to the confidentiality of information shall survive this
Stipulation.


 


9.5 Whether
or not this Stipulation is approved by the Court and whether or not the Settlement embodied in this Stipulation is consummated, the Settling
Parties and their counsel shall use their best efforts to keep all negotiations, discussions, acts performed, agreements, drafts, documents
signed and proceedings had in connection with this Stipulation confidential. Notwithstanding the foregoing, the Settling Parties agree
that this Stipulation, when signed by or on behalf of the Settling Parties, will be made public and may be filed publicly as part of any
motion for preliminary or final approval of the Settlement.


 


9.6 All
of the Exhibits to the Stipulation are material and integral parts hereof and are fully incorporated herein by this reference. Notwithstanding
the foregoing, if there is a conflict or inconsistency between the terms of this Stipulation and any exhibit attached thereto, the terms
of this Stipulation shall prevail.


 


9.7 Defendants
shall determine the form of notice to be provided for the purpose of satisfying the requirements of the Class Action Fairness Act and
will identify those who are entitled to receive notice as provided for therein. Defendants shall be responsible for mailing such notice
within ten (10) calendar days after this Stipulation is filed with the Court, as provided for in 28 U.S.C. §1715(b) and for all expenses
and costs related thereto.


 


9.8 The
Stipulation may be amended or modified only by a written instrument signed by or on behalf of all Settling Parties or their respective
successors-in-interest.


 


9.9 The
waiver by any party of any breach of this Stipulation by any other party shall not be deemed a waiver of any other prior or subsequent
breach of this Stipulation.


 


9.10 The
Stipulation and the Exhibits attached hereto and the Supplemental Agreement constitute the entire agreement among the Parties hereto and
no representations, warranties or inducements have been made to any party concerning the Stipulation or its Exhibits other than the representations,
warranties, and covenants contained and memorialized in such documents. Except as otherwise provided herein or in a separate written agreement,
each party shall bear its own costs.


 






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9.11 Lead
Counsel, on behalf of the Class, is expressly authorized by Plaintiffs to take all appropriate action required or permitted to be taken
by the Class pursuant to the Stipulation to effectuate its terms and is expressly authorized to enter into any modifications or amendments
to the Stipulation on behalf of the Class which it deems appropriate.


 


9.12 Each
counsel or other Person executing the Stipulation or any of its Exhibits on behalf of any party hereto hereby warrants that such Person
has the full authority to do so.


 


9.13 The
Stipulation may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the
same instrument. A complete set of executed counterparts shall be filed with the Court. Signatures sent by facsimile or pdf via e-mail
shall be deemed originals.


 


9.14 The
Stipulation shall be binding upon, and inure to the benefit of, the successors and assigns of the Parties hereto.


 


9.15 The
Court shall retain jurisdiction with respect to implementing and enforcing the terms of the Stipulation, and all Settling Parties submit
to the Court’s jurisdiction for purposes of implementing and enforcing the Settlement embodied in the Stipulation and matters related
to it. Any such actions, motions, or disputes arising under or to enforce this Stipulation or any portion thereof shall be commenced and
maintained only in this Court.


 


9.16 Plaintiffs
and Defendants agree to suspend all activity in this Litigation except as necessary to present the Settlement to the Court and to cooperate
in seeking the Court’s approval of the Preliminary Approval Order, which provides that all activity in this Litigation shall be
stayed, and all Class Members shall be barred and enjoined from prosecuting any of the Released Claims against any of the Released Persons,
pending final approval of the Settlement.


 


9.17 This
Stipulation and the Exhibits hereto shall be considered to have been negotiated, executed and delivered, and to be wholly performed, in
the State of New York, and the rights and obligations of the Parties to the Stipulation shall be construed and enforced in accordance
with, and governed by, the internal, substantive laws of the State of New York without giving effect to that State’s choice-of-law
principles. This Stipulation shall not be construed more strictly against one party than another merely by virtue of the fact that it,
or any part of it, may have been prepared by counsel for one of the Parties, it being recognized that it is the result of arm’s-length
negotiations between all Parties and that all Parties have contributed substantially and materially to the preparation of this Stipulation.


 






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IN WITNESS WHEREOF, the Parties
hereto have caused the Stipulation to be executed, by their duly authorized attorneys.


 


	Dated: April 27, 2022	ROBBINS GELLER RUDMAN
	 	& DOWD LLP
	 	SAMUEL H. RUDMAN
	 	JOSEPH RUSSELLO
	 	 
	 	/s/ Joseph Russello
	 	JOSEPH RUSSELLO
	 	 
	 	58 South Service Road, Suite 200
	 	Melville, NY 11747
	 	Telephone: 631/367-7100
	 	631/367-1173 (fax)
	 	srudman@rgrdlaw.com
	 	jrussello@rgrdlaw.com
	 	 
	 	Lead Counsel for Plaintiffs
	 	 
	 	LEVI & KORSINSKY LLP
	 	MARK S. REICH
	 	55 Broadway, 10th Floor
	 	New York, New York 10006
	 	Telephone: (212) 363-7500
	 	212/363-7171 (fax)
	 	mreich@zlk.com
	 	 
	 	Additional Counsel for Plaintiff James Ian Norris
	 	 



	Dated: April 27, 2022	CAHILL GORDON & REINDEL LLP
	 	BRADLEY J. BONDI
	 	LANDIS C. BEST
	 	 
	 	/s/ Bradly J. Bondi
	 	BRADLY J. BONDI
	 	 
	 	32 Old Slip
	 	New York, New York 10005
	 	Telephone: (212) 701-3710
	 	bbondi@cahill.com
	 	lbest@cahill.com
	 	 
	 	Counsel for Defendants Triterras, Inc.,

 Netfin Acquisition Corp., Triterras Fintech Pte. Ltd.,

 Richard Maurer, Srinivas Koneru, James Groh,

 Alvin Tan, John A. Galani, and Kenneth Stratton



 






    - 21 -


     


    

 


	Dated: April 27, 2022	DUANE MORRIS LLP
	 	DANA B. KLINGES
	 	PEGGY S. CHEN
	 	 
	 	/s/ Dana B. Klinges
	 	DANA B. KLINGES
	 	 
	 	30 South 17th Street
	 	Philadelphia, Pennsylvania 19103
	 	Telephone: (215) 979-1143
	 	dklinges@duanemorris.com

 pschen@duanemorris.com
	 	 
	 	Counsel for Defendants Triterras, Inc.,

 Netfin Acquisition Corp., Triterras Fintech Pte. Ltd.,

 Richard Maurer, Srinivas Koneru, James Groh,

 Alvin Tan, John A. Galani, and Kenneth Stratton
	 	 
	Dated: April 27, 2022	WHITE & CASE LLP
	 	GREGORY STARNER
	 	 
	 	/s/ Gregory Starner
	 	GREGORY STARNER
	 	 
	 	1221 Avenue of the Americas
	 	New York, New York 10020
	 	Telephone: (212) 819-8839
	 	gstarner@whitecase.com
	 	 
	 	Counsel for Defendants MVR Netfin LLC,

 Marat Rosenberg, Vadim Komissarov,

 and Gerald Pascale
	 	 
	Dated: April 27, 2022	DLA PIPER LLP (US)
	 	CARYN SCHECHTMAN
	 	 
	 	/s/ Caryn Schechtman
	 	CARYN SCHECHTMAN
	 	 
	 	1251 Avenue of the Americas
	 	New York, New York 10020-1104

 Telephone: (212) 335-4500
	 	caryn.schechtman@dlapiper.com
	 	 
	 	Counsel for Defendants Matthew Richards

 and Vanessa Slowey



 






    - 22 -


     


    










 


 


 


 


 


 


 


 


 


 


 


 


 




EXHIBIT A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


UNITED STATES DISTRICT COURT 


SOUTHERN DISTRICT OF NEW YORK


 


	 	x	 
	 
	JOHN A. ERLANDSON and JAMES IAN	:	Civil Action No. 7:20-cv-10795-CS
	NORRIS, Individually and on Behalf of All	:	 
	Others Similarly Situated,	:	CLASS ACTION
	 	:	 
	Plaintiffs,		:	[PROPOSED] ORDER PRELIMINARILY
	 	:	APPROVING SETTLEMENT AND
	vs.	:	PROVIDING FOR NOTICE
	 	:	 
	TRITERRAS, INC. (f/k/a NETFIN	:	EXHIBIT A
	HOLDCO), NETFIN ACQUISITION CORP.,	:	 
	TRITERRAS FINTECH PTE. LTD., MVR	:	 
	NETFIN LLC, RICHARD MAURER,	:	 
	MARAT ROSENBERG, VADIM	:	 
	KOMISSAROV, GERALD PASCALE,	:	 
	SRINIVAS KONERU, JAMES H. GROH,	:	 
	ALVIN TAN, JOHN A. GALANI,	:	 
	MATTHEW RICHARDS, VANESSA	:	 
	SLOWEY and KENNETH STRATTON,	:	 
	 	:	 
	Defendants.		:	 
	 	x	 





 






     


     


    

 


WHEREAS, an action is pending
before this Court entitled Erlandson v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS (“Litigation”);


 


WHEREAS, Plaintiffs having
made application, pursuant to Federal Rule of Civil Procedure 23(e), for an order preliminarily approving the Settlement of this Litigation,
in accordance with a Stipulation and Agreement of Settlement dated as of April 27, 2022 (“Stipulation”), which, together with
the Exhibits annexed thereto, sets forth the terms and conditions for a proposed Settlement of the Litigation and for dismissal of the
Litigation with prejudice upon the terms and conditions set forth therein; and the Court having read and considered the Stipulation and
the Exhibits annexed thereto; and WHEREAS, unless otherwise defined, all terms used herein have the same meanings as set forth in the
Stipulation.


 


NOW, THEREFORE, IT IS HEREBY
ORDERED:


 


1. The
Court has reviewed the Stipulation and preliminarily approves the Settlement set forth therein as fair, reasonable, and adequate to the
Class, subject to further consideration at the Settlement Hearing described below.


 


2. Pursuant
to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, and for purposes of this Settlement only, the Litigation is hereby
preliminarily certified as a class action on behalf of all Persons who purchased or otherwise acquired Triterras Class A common stock
or warrants from June 29, 2020 to and including January 14, 2021. Excluded from the Class are Defendants and their families, officers,
affiliates, entities in which they have or had a controlling interest, and the legal representatives, heirs, successors-in-interest or
assigns of any such excluded party.


 


3. Also
excluded from the Class are Persons who timely and validly request exclusion from the Class pursuant to the requirements described below
and in the Notice of Pendency and Proposed Settlement of Class Action (“Notice”) to be sent to Class Members pursuant to this
Order.


 






    - 1 -


     


    

 


4. The
Court finds, for the purposes of the Settlement only, that the prerequisites for a class action under Rules 23(a) and (b)(3) of the Federal
Rules of Civil Procedure have been satisfied in that: (a) the Class is so numerous that joinder of all Class Members is impracticable;
(b) there are questions of law and fact common to the Class; (c) Plaintiffs’ claims are typical of those of the Class; (d) Plaintiffs
and Lead Counsel have fairly and adequately represented the Class’s interests and will continue to do so; (e) questions of law and
fact common to Class Members predominate over any questions affecting only individual Class Members; and (f) a class action is superior
to other available methods for the fair and efficient adjudication of the controversy.


 


5. Pursuant
to Rule 23 of the Federal Rules of Civil Procedure, and for the purposes of the Settlement only, Plaintiffs are preliminarily certified
as Class representatives and Lead Counsel Robbins Geller Rudman & Dowd LLP is preliminarily certified as Class counsel.


 


6. The
Court preliminarily finds that the proposed Settlement should be approved as: (i) the result of serious, extensive arm’s-length
and non-collusive negotiations; (ii) falling within a range of reasonableness which warrants final approval; (iii) having no obvious deficiencies;
and (iv) warranting notice of the proposed Settlement to Class Members and further consideration of the Settlement at the fairness hearing
described below.


 


7. A
hearing (“Settlement Hearing”) shall be held before this Court on __________, 2022, at __________ [a date at least 100 calendar
days from the date of this Order], at the United States District Court for the Southern District of New York, The Honorable Charles L.
Brieant Jr. Federal Building and United States Courthouse, 300 Quarropas Street, White Plains, New York 10601-4150, to determine: whether
the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class and
should be approved; whether the proposed Final Judgment and Order of Dismissal with Prejudice, as provided under the Stipulation, should
be entered; whether the proposed Plan of Allocation is fair, reasonable, and adequate and should be approved; whether the Class should
be finally certified for purposes of the Settlement only; whether Plaintiffs and Lead Counsel should be finally appointed as Class representatives
and Class counsel, respectively, for purposes of the Settlement only; the amount of fees and expenses that should be awarded to Lead Counsel;
the amount to be awarded to Plaintiffs; and such other matters relating to this Settlement as may properly be before the Court. The Court
may hold the Settlement Hearing by telephone or other means, including by using videoconferencing technology, and may adjourn the Settlement
Hearing without further notice to Class Members.


 


8. The Court approves, as
to form and content, the Notice, the Proof of Claim and Release form (“Proof of Claim”), and Summary Notice, annexed hereto
as Exhibits A-1, A-2, and A-3, respectively, and finds that the mailing and distribution of the Notice and publishing of the Summary Notice
substantially in the manner and form set forth in ¶¶10-11 of this Order: (a) constitute the best notice to Class Members practicable
under the circumstances; (b) are reasonably calculated, under the circumstances, to describe the terms and effect of the Stipulation and
of the Settlement and to apprise Class Members of their right to object to the proposed Settlement; (c) are reasonable and constitute
due, adequate, and sufficient notice to all Persons entitled to receive such notice; and (d) satisfy all applicable requirements of the
Federal Rules of Civil Procedure (including Rules 23(c)-(e)), the United States Constitution (including the Due Process Clause), Section
21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-4(a)(7), as added by the Private Securities Litigation Reform Act
of 1995, the Rules of this Court, and other applicable law.

 






    - 2 -


     


    

 


9. The
firm of Gilardi & Co. LLC (“Claims Administrator”) is hereby appointed to supervise and administer the notice procedure
as well as the processing of claims as more fully set forth below.


 


10. Not
later than __________, 2022 [ten (10) business days after the Court signs and enters this Order] (“Notice Date”), the Claims
Administrator shall commence mailing the Notice and Proof of Claim, substantially in the forms annexed hereto, by First-Class Mail to
all Class Members who can be identified with reasonable effort, and shall cause the Notice and Proof of Claim to be posted on a website
created for this Settlement located at www.TriterrasSecuritiesSettlement.com.


 


11. Not
later than fourteen (14) calendar days after the Notice Date, the Claims Administrator shall cause the Summary Notice to be published
once in the national edition of The Wall Street Journal and once over a national newswire service.


 


12. At
least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel shall serve on Defendants’ Counsel and file with the
Court proof, by affidavit or declaration, of such mailing and publishing.


 


13. Nominees
who purchased or otherwise acquired Triterras Class A common stock or warrants for the beneficial ownership of Class Members during the
Class Period shall send the Notice and the Proof of Claim to all such beneficial owners within ten (10) business days after receipt thereof,
or send a list of the names and addresses of such beneficial owners to the Claims Administrator within ten (10) business days of receipt
thereof, in which event the Claims Administrator shall promptly mail the Notice and Proof of Claim to such beneficial owners. Lead Counsel
shall, if requested, reimburse banks, brokerage houses or other nominees solely for their reasonable out-of-pocket expenses incurred in
providing timely and adequate notice to beneficial owners who are Class Members out of the Settlement Fund, which expenses would not have
been incurred except for the sending of such notice, subject to further order of this Court with respect to any dispute concerning such
compensation.


 


14. All
Class Members shall be bound by all determinations and judgments in the Litigation concerning the Settlement, whether favorable or unfavorable
to the Class.


 


15. Class
Members who wish to participate in the Settlement shall complete and submit Proofs of Claim in accordance with the instructions contained
therein. Unless the Court orders otherwise, all Proofs of Claim must be postmarked or submitted electronically no later than ninety (90)
calendar days from the Notice Date. Any Class Member who files a Proof of Claim shall reasonably cooperate with the Claims Administrator,
including by promptly responding to any inquiry made by the Claims Administrator. Any Class Member who does not timely submit a Proof
of Claim within the time provided for, shall be barred from sharing in the distribution of the proceeds of the Settlement Fund but shall
nonetheless be bound by the Stipulation, the Judgment, and the Releases therein, unless otherwise ordered by the Court. Notwithstanding
the foregoing, Lead Counsel may, in its discretion, accept late-submitted claims for processing by the Claims Administrator so long as
distribution of the Net Settlement Fund to Authorized Claimants is not materially delayed thereby.


 






    - 3 -


     


    

 


16. Any
Class Member may enter an appearance in the Litigation, at their own expense, individually or through counsel of their own choice. If
they do not enter an appearance, they will be represented by Lead Counsel.


 


17. Any
Person falling within the definition of the Class may, upon request, be excluded or “opt out” from the Class. Any such Person
must submit to the Claims Administrator a request for exclusion (“Request for Exclusion”), by First-Class Mail such that it
is postmarked no later than ____________, 2022 [a date twenty-one (21) calendar days before the Settlement Hearing]. A Request for Exclusion
must be signed and state: (a) the name, address, and telephone number of the Person requesting exclusion; (b) information on the Person’s
purchases, acquisitions and sales of Triterras Class A common stock or warrants from June 29, 2020 to and including January 14, 2021;
and (c) that the Person wishes to be excluded from the Class. The Request for Exclusion shall not be effective unless it provides the
required information and is made within the time stated above, or the exclusion is otherwise accepted by the Court. All Persons who submit
valid and timely Requests for Exclusion in the manner set forth in this paragraph shall have no rights under the Stipulation, shall not
share in the distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or any final judgment.


 


18. Any
Person who is excluded from the Class by virtue of having submitted a valid and timely Request for Exclusion may, at any point up to three
(3) days before the Settlement Hearing, submit a written revocation of Request for Exclusion following the same instructions in ¶17
above.


 


19. Any
Class Member who does not request exclusion may appear and show cause why the proposed Settlement of the Litigation should or should not
be approved as fair, reasonable, and adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation should
or should not be approved, why attorneys’ fees and expenses should or should not be awarded, or why an award to Plaintiffs pursuant
to 15 U.S.C. §78u-4(a)(4) should or should not be awarded; provided, however, that no Class Member or any other Person shall be heard
or entitled to contest such matters unless that Person has delivered by hand or sent by First-Class Mail written objections and copies
of any papers and briefs such that they are received, not simply postmarked, on or before _____________, 2022 [a date twenty-one (21)
calendar days before the Settlement Hearing], by Robbins Geller Rudman & Dowd LLP, Joseph Russello, 58 South Service Road, Suite 200,
Melville, New York 11747; and Cahill Gordon & Reindel LLP, Bradley J. Bondi, 32 Old Slip, New York, New York 10005, and filed any
such objections, papers, and briefs with the Clerk of the United States District Court for the Southern District of New York, The Honorable
Charles L. Brieant Jr. Federal Building and Courthouse, 300 Quarropas Street, White Plains, New York 10601, on or before ________________,
2022 [a date twenty-one (21) calendar days before the Settlement Hearing]. Any objection must: (i) state the name, address, and telephone
number of the objector and must be signed by the objector; (ii) state what the objector is objecting to, such as the proposed Settlement,
the Plan of Allocation, the application for attorneys’ fees or expenses in this Litigation, or Plaintiffs’ request for an
award under 15 U.S.C. §78u-4(a)(4); (iii) state the objection(s) and the specific reasons for each objection, including legal and
evidentiary support the objector wishes to bring to the Court’s attention; (iv) state whether the objection applies only to the
objector, to a specific subset of the Class, or to the entire Class; (v) include documents sufficient to prove the objector’s membership
in the Class, such as documents sufficient to show the number of Triterras Class A common shares or warrants purchased or acquired during
the Class Period, as well as the dates and prices of each such purchase or acquisition; and (vi) identify any other class actions to which
either the objector or their counsel has previously objected. The Court will consider a Class Member’s objection only if the Class
Member has complied with the above requirements. Any Class Member who does not make their objection in the manner provided shall be deemed
to have waived such objection and shall forever be foreclosed from making any objection to the fairness or adequacy of the proposed Settlement
as set forth in the Stipulation, to the Plan of Allocation, to the award of attorneys’ fees and expenses, or to the award to Plaintiffs,
unless otherwise ordered by the Court. Class Members submitting written objections are not required to attend the Settlement Hearing,
but any Class Member wishing to be heard orally in opposition to the approval of the Settlement, the Plan of Allocation, and/or the application
for an award of attorneys’ fees and expenses or an award to Plaintiffs must file a written objection and indicate in the written
objection their intention to appear at the hearing.


 


20. All
funds held by the Escrow Agent shall be deemed and considered to be in custodia legis of the Court, and shall remain subject to
the jurisdiction of the Court, until such time as such funds shall be distributed pursuant to the Stipulation and/or further order(s)
of the Court.


 






    - 4 -


     


    

 


21. All
opening briefs and supporting documents in support of the Settlement, the Plan of Allocation, and any application by counsel for Plaintiffs’
counsel’s attorneys’ fees and expenses or for Plaintiffs shall be filed and served by ____________, 2022 [a date thirty-five
(35) calendar days before the Settlement Hearing]. Replies to any objections shall be filed and served by ____________, 2022 [a date seven
(7) calendar days before the Settlement Hearing].


 


22. Neither
Defendants and their Related Parties nor Defendants’ Counsel shall have any responsibility for the Plan of Allocation or any request
for attorneys’ fees or expenses by Plaintiffs’ counsel or an award to Plaintiffs, and such matters will be considered separately
from the fairness, reasonableness, and adequacy of the Settlement.


 


23. At
or after the Settlement Hearing, the Court shall determine whether the Plan of Allocation proposed by Lead Counsel, and any application
for attorneys’ fees or expenses or an award to Plaintiffs shall be approved.


 


24. All reasonable expenses
incurred in identifying and notifying Class Members, as well as administering the Settlement Fund, shall be paid as set forth in the Stipulation.
If the Settlement is not approved by the Court or otherwise fails to become effective, neither Plaintiffs nor any of their counsel shall
have any obligation to repay any amounts incurred and properly disbursed pursuant to ¶¶2.6 or 2.8 of the Stipulation.

 


25. Neither
this Order, the Stipulation, nor any of its terms or provisions, nor any of the negotiations or proceedings connected with it, shall be
construed as an admission or concession by Defendants of the truth of any of the allegations in the Litigation, or of any liability, fault,
or wrongdoing of any kind, or offered or received in evidence, or otherwise used by any person in the Litigation, or in any other action
or proceeding, whether civil, criminal, or administrative, in any court, administrative agency, or other tribunal, except in connection
with any proceeding to enforce the terms of the Stipulation. The Released Persons, Plaintiffs, Class Members, and each of their counsel
may file the Stipulation and/or the Judgment in any action that may be brought against them in order to support a defense or counterclaim
based on principles of res judicata, collateral estoppel, release, good faith settlement, judgment bar or reduction or any other
theory of claim preclusion or issue preclusion or similar defense or counterclaim.


 


26. The
Court reserves the right to adjourn the date of the Settlement Hearing without further notice to Class Members and retains jurisdiction
to consider all further applications arising out of or connected with the proposed Settlement. The Court may approve the Settlement, with
such modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the Class.


 


27. If
the Stipulation and the Settlement set forth therein is not approved or consummated for any reason whatsoever, the Stipulation and Settlement
and all proceedings had in connection therewith shall be without prejudice to the rights of the Settling Parties status quo ante
as set forth in ¶7.6 of the Stipulation.


 


28. Until
otherwise ordered by the Court, the Court shall continue to stay all proceedings in the Litigation other than proceedings necessary to
carry out or enforce the terms and conditions of the Stipulation. Pending final determination of whether the proposed Settlement should
be approved, neither Plaintiffs nor any Class Member, directly or indirectly, representatively, or in any other capacity, shall commence
or prosecute against any Defendants, any action or proceeding in any court or tribunal asserting any of the Released Claims.


 


29. Except
to the extent the Settling Parties may agree to resolve through mediation any dispute that may arise prior to the entry of judgment, the
Court retains exclusive jurisdiction over the Litigation to consider all further matters arising out of or connected with the Settlement.


 


IT IS SO ORDERED.


 



	DATED:	 	 	 
	 	 	THE HONORABLE CATHY SEIBEL

 UNITED STATES DISTRICT JUDGE









 






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EXHIBIT A-1


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


UNITED STATES DISTRICT COURT 


SOUTHERN DISTRICT OF NEW YORK


 


	 	x	 
	 
	JOHN A. ERLANDSON and JAMES IAN	:	Civil Action No. 7:20-cv-10795-CS
	NORRIS, Individually and on Behalf of All	:	 
	Others Similarly Situated,	:	CLASS ACTION
	 	:	 
	Plaintiffs,		:	NOTICE OF PENDENCY AND PROPOSED 
	 	:	SETTLEMENT OF CLASS ACTION
	vs.	:	 
	 	:	EXHIBIT A-1
	TRITERRAS, INC. (f/k/a NETFIN	:	 
	HOLDCO), NETFIN ACQUISITION CORP.,	:	 
	TRITERRAS FINTECH PTE. LTD., MVR	:	 
	NETFIN LLC, RICHARD MAURER,	:	 
	MARAT ROSENBERG, VADIM	:	 
	KOMISSAROV, GERALD PASCALE,	:	 
	SRINIVAS KONERU, JAMES H. GROH,	:	 
	ALVIN TAN, JOHN A. GALANI,	:	 
	MATTHEW RICHARDS, VANESSA	:	 
	SLOWEY and KENNETH STRATTON,	:	 
	 	:	 
	Defendants.		:	 
	 	x	 
	 


 



     


     


    

 


	TO:	ALL PERSONS AND ENTITIES WHO PURCHASED OR ACQUIRED THE CLASS A COMMON STOCK OR WARRANTS OF
                                                                                TRITERRAS, INC. (“TRITERRAS”) AT ANY TIME FROM JUNE 29, 2020 TO, AND INCLUDING, JANUARY 14, 2021 (“CLASS
                                                                                PERIOD”)



 


PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE
IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND
RELEASE FORM (“PROOF OF CLAIM”) POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE ____________, 2022.


 


		●	Court-appointed Lead Plaintiff John A. Erlandson and named plaintiff James Ian Norris (“Plaintiffs”)1
have reached a proposed settlement in the amount of $9,000,000 in cash on behalf of the proposed Class (“Settlement”).



 


		●	The Settlement, if approved by the Court, will: resolve all claims against the Released Persons (as defined
below) in this proposed class action (“Action”), including that Triterras investors were misled about its operations and financial
results during the Class Period; avoid the costs and risks of continuing the Action; and provide a cash payment to Class Members who timely
submit valid claims.



 


		●	The Court in charge of the Action still has to decide whether to approve the Settlement. Cash payments
will be made to Authorized Claimants eligible to receive payment if the Court approves the Settlement and after any appeals are resolved,
which may be a lengthy process. Please be patient.






 


SUMMARY OF THIS
NOTICE


 


 


		I.	DESCRIPTION OF THE ACTION AND THE CLASS



 


This Notice relates to a proposed
Settlement of claims in a pending securities class action lawsuit brought by investors alleging, among other things, that Defendants violated
the federal securities law by allegedly failing to make required disclosures to investors regarding Triterras’s management, relationships,
operations, and financial performance. The proposed Settlement, if approved by the Court, will settle claims of all Persons who purchased
or otherwise acquired the Class A common stock or warrants of Triterras from June 29, 2020 to and including January 14, 2021 (the “Class”).





 


 










		1	All capitalized terms used in this Notice that are not defined
herein shall have the meanings provided in the Stipulation and Agreement of Settlement dated April 27, 2022 (“Stipulation”),
which is available on the website for this Settlement at www.TriterrasSecuritiesSettlement.com.



 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 1 -




     


    

 


		II.	STATEMENT OF THE CLASS’S RECOVERY



 


Subject to Court approval,
Plaintiffs, on behalf of the proposed Class, have agreed to settle all claims in the Action in exchange for a cash payment of $9,000,000
(“Settlement Amount”). The claims that will be resolved by the Settlement include any and all claims (including Unknown Plaintiffs’
Claims as set forth below) that could have been asserted based on, arising from or relating to: (i) the purchase or acquisition of the
Class A common stock or warrants of Triterras during the Class Period, which covers the period from June 29, 2020 to and including January
14, 2021; and (ii) the acts, facts, statements or omissions that were or could have been alleged or asserted by Plaintiffs in this Action
relating to conduct which occurred during the Class Period. The Settlement Amount will be deposited in an interest-bearing escrow account
(“Settlement Fund”).


 


Based on the proposed Plan
of Allocation, and assuming that valid claims are submitted for every eligible Class A common share or warrant of Triterras (which is
unlikely), the estimated average recovery is $0.25 per share and $0.05 per warrant, before deducting fees, expenses or other awards that
the Court may approve. If the Court grants the fee, expense and award applications in full, all awarded fees, costs, and expenses together
will represent about $0.088 per share and about $0.016 per warrant. A Class Member’s actual recovery will depend on various factors,
including: (1) the number of claims filed; and (2) the timing and amount of any purchases, acquisitions and sales of Triterras securities.


 


The Net Settlement Fund
(which is the Settlement Fund less taxes, tax expenses, notice and administration costs, attorneys’ fees and litigation
expenses awarded to Lead Counsel and any award to Plaintiffs) will be distributed in accordance with a plan of allocation
(“Plan of Allocation”) to be approved by the Court. The proposed Plan of Allocation is included in this Notice.


 


	III.	STATEMENT OF POTENTIAL OUTCOME OF THE ACTION



 


The Settling Parties do not
agree on whether Plaintiffs would have prevailed on their claims against Defendants. Nor do they agree on the average amount of damages
that Class Members could have recovered if Plaintiffs prevailed on their claims on behalf of the Class.


 


The issues on which the Settling
Parties disagree include: (i) whether any Defendant failed to make required disclosures during the Class Period; (ii) whether Defendants’
conduct, even if true, caused harm to Class Members for which damages could be recovered if Plaintiffs prevailed on any claim alleged;
(iii) the amounts by which the value or trading price of Triterras securities were artificially inflated, if at all, during the Class
Period; (iv) the extent to which external factors, such as general market, economic and industry conditions, influenced the trading price
of Triterras securities during the Class Period; (v) who, if anyone, can be included in the Class; (vi) the amount, if any, of alleged
damages suffered by purchasers or acquirers of Triterras Class A common stock or warrants during the Class Period; and (vii) whether Defendants
had meritorious defenses to Plaintiffs’ claims.


 


Defendants deny that they
have engaged in any wrongdoing as alleged by Plaintiffs, deny any liability whatsoever for any of the claims that Plaintiffs alleged in
this Action, and deny that the price or value of Triterras securities was artificially inflated by misstatements and omissions alleged
by Plaintiffs. Plaintiffs maintain that they brought the Action in good faith and that there was and is factual support for their claims,
even if it would be difficult to prove the claims or recover damages allegedly resulting from their claims.


 


The proposed Settlement eliminates
the risks and uncertainties associated with this Litigation for both Plaintiffs and Defendants and provides Class Members with the certainty
of a monetary recovery regardless of Plaintiffs’ ability to prove these claims, or Defendants’ ability to defeat these claims,
at trial.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 2 -




     


    

 


	IV.	STATEMENT OF ATTORNEYS’ FEES AND LITIGATION EXPENSES SOUGHT



 


Lead Counsel will apply to
the Court for an award of attorneys’ fees from the Settlement Fund in an amount up to one-third of the Settlement Amount plus an
award of litigation expenses incurred in connection with prosecuting and resolving the Action, in an amount not to exceed $100,000, plus
interest on both amounts from the date of funding at the same rate as earned by the Settlement Fund. Plaintiffs will also apply for an
award in an amount not to exceed $10,000 each (for a total of $20,000) in connection with their representation of the proposed Class.


 


	V.	IDENTIFICATION OF ATTORNEYS FOR PLAINTIFFS AND THE CLASS



 


Plaintiffs and the Class are
represented by Court-appointed Lead Counsel: Joseph Russello, Robbins Geller Rudman & Dowd LLP, 58 South Service Road, Suite 200,
Melville, New York 11747, Telephone: 800/449-4900.


 


		VI.	REASONS FOR SETTLEMENT



 


For Plaintiffs, the principal
reason for the Settlement is the immediate benefit of a substantial cash recovery for the Class. This benefit must be compared to the
risk that no recovery or a smaller recovery might be achieved, if the Action proceeded and the Court decided Defendants’ forthcoming
motions to dismiss, any motion for class certification, or any summary judgment motions, or after a contested trial and likely appeals
were resolved, possibly years into the future. For Defendants, who deny all allegations of liability, fault or wrongdoing whatsoever and
that any Class Members were damaged, the principal reason for the Settlement is to eliminate the burden, expense, and uncertainty of further
litigation.


 


	YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT
	 
	ACTIONS YOU MAY PURSUE	 	EFFECT OF TAKING THIS ACTION
	 	 	 
	SUBMIT A PROOF OF CLAIM FORM POSTMARKED NO LATER THAN ________________, 2022.	 	This is the only way to be potentially eligible to receive a payment from the Settlement.
	 	 	 
	EXCLUDE YOURSELF FROM THE CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION POSTMARKED NO LATER THAN ________________, 2022.	 	Get no payment. This is the only option that allows you to ever be part of any other lawsuit against Defendants concerning the claims that were, or could have been, asserted in this Action. It is also the only way for Class Members to remove themselves from the Class. If you are considering excluding yourself from the Class, please note that there is a risk that any new claims asserted against Defendants would be time-barred. You should talk to a lawyer before you request exclusion from the Class for the purpose of bringing a separate lawsuit.
	 	 	 
	OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN ________________, 2022.	 	Write to the Court and counsel identified herein and explain why you do not like the Settlement, the proposed Plan of Allocation, and/or the request for attorneys’ fees and expenses or award to Plaintiffs. In order to object, you must remain a Class Member, may not request to exclude yourself from the Class, and will be bound by the Court’s determinations.
	 	 	 
	GO TO THE HEARING ON ________________, 2022 AT _: _.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN ________________, 2022.	 	Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys’ fees and expenses or requested award to Plaintiffs.
	 	 	 
	DO NOTHING.	 	You will not be eligible to receive a payment from the Settlement, you will give up your rights and release claims against Defendants and other Related Parties, and you will still be bound by the Settlement.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 3 -




     


    

 


WHAT THIS NOTICE CONTAINS


 


	
    

    Why did I get this Notice package?

    
	Page ___
	 	 
	What is this lawsuit about and what has happened so far?	Page ___
	 	 
	How do I know if I am part of the Settlement?	Page ___
	 	 
	Are there exceptions to being included in the Class?	Page ___
	 	 
	What does the Settlement provide?	Page ___
	 	 
	How much will my payment be?	Page ___
	 	 
	How and when can I get a payment?	Page ___
	 	 
	What am I giving up by staying in the Class?	Page ___
	 	 
	How do I “opt out” (exclude myself) from the proposed Settlement?	Page ___
	 	 
	If I do not exclude myself, can I sue Defendants and other Related Parties for the same thing later?	Page ___
	 	 
	Do I have a lawyer in this case?	Page ___
	 	 
	How will Plaintiffs’ lawyers be paid?	Page ___
	 	 
	How do I tell the Court that I do not like something about the proposed Settlement?	Page ___
	 	 
	When and where will the Court decide whether to approve the proposed Settlement?	Page ___
	 	 
	Do I have to come to the hearing?	Page ___
	 	 
	What happens if I do nothing at all?	Page ___
	 	 
	Are there more details about the proposed Settlement and the lawsuit?	Page ___
	 	 
	Plan of Allocation of Net Settlement Fund	Page ___
	 	 
	What if I bought the Class A common stock or warrants on someone else’s behalf?	Page ___


 




    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 4 -




     


    

 


BASIC INFORMATION


 


	1.	Why did I get this Notice package?



 


You or someone in your family
may have purchased or otherwise acquired Triterras Class A common stock or warrants during the Class Period. The Court directed that this
Notice be sent to Class Members because they have a right to know about the proposed Settlement, and about all of their options, before
the Court decides whether to approve the Settlement. If approved, the Settlement will end all of the Class’s claims against the
Defendants.


 


The Court will consider whether
to approve the Settlement at a Settlement Hearing on ______, 2022, at ___:__ _.m. If the Court approves the Settlement, and after any
appeals are resolved and the Settlement administration is completed, the Claims Administrator appointed by the Court will make the payments
that the Settlement allows.


 


The Court in charge of the
case is the U.S. District Court for the Southern District of New York, and the case is known as Erlandson v. Triterras, Inc., et al.,
Case No. 7:20-cv-10795-CS. U.S. District Judge Cathy Seibel presides over this Action. The people who brought these claims are called
“Plaintiffs” and Triterras and others sued are called “Defendants.”2


 







		2.	What is this lawsuit about and what has happened so far?








 


Plaintiffs’ claims in
the Action are set forth in the Amended Complaint, dated and filed as of July 1, 2021 (“Complaint”). The Complaint alleges
that Defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (“Securities Act”) and Sections 10(b)
and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”).


 


In general, Plaintiffs allege
that Defendants failed to disclose or otherwise misrepresented information about several subjects: (i) relationships between insiders
at Netfin and Fintech and the employment history of certain executives, some of whom occupied management-level positions at Triterras;
(ii) the way in which Netfin’s acquisition of Fintech arose in the series of transactions which resulted in Triterras’s formation;
(iii) Rhodium’s financial condition and implications for Triterras’s business; (iv) the users of Fintech’s trading platform;
and (v) the state of the commodities trade financing industry. The Complaint alleges that investors suffered losses under the Securities
Act and the Exchange Act when the trading price of Triterras securities declined after the December 17, 2020 disclosure on Rhodium and
the publication of reports on December 17, 2020 and January 14, 2021 about insider relationships, alleged related-party transactions,
and other information.


 


After filing the Complaint,
Robbins Geller, on behalf of Plaintiffs and the putative Class, continued investigating the allegations. The parties then engaged the
services of Jed D. Melnick, Esq., an experienced mediator with JAMS, to conduct an all-day mediation on October 8, 2021. Each side submitted
a confidential mediation statement to Mr. Melnick and discussed the strengths and weaknesses of their respective positions with Mr. Melnick.
Although the mediation concluded without a settlement, each side continued to engage in discussions with Mr. Melnick regarding a resolution.
On October 28, 2021, Triterras announced that its Audit Committee had concluded an investigation, with the assistance of outside advisors,
into the allegations contained in the January 14, 2021 report, and determined that those allegations “lack either factual support
or material basis” and “do not require additional action by the Company.”


 


In November 2021, Mr. Melnick
presented the parties with a mediator’s proposal to resolve the Action. On January 22, 2022, after continued negotiations, the parties
reached an agreement-in-principle to resolve the Action. The parties then negotiated the terms of a Stipulation and Agreement of Settlement
to memorialize the proposed Settlement described in this Notice.


 


 






		2	Plaintiffs are John A. Erlandson and James Ian Norris. Defendants
are Triterras, Netfin Acquisition Corp. (“Netfin”), Triterras Fintech Pte. Ltd. (“Fintech”), MVR Netfin LLC,
Richard Maurer, Marat Rosenberg, Vadim Komissarov, Gerald Pascale, Srinivas Koneru, James H. Groh, Alvin Tan, John A. Galani, Matthew
Richards, Vanessa Slowey, and Kenneth Stratton.



 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 5 -




     


    

 


WHO IS IN THE SETTLEMENT


 


	3.	How do I know if I am part of the Settlement?



 


The Court has issued an Order,
for the purposes of the Settlement only, that everyone who fits the following description, and is not excluded by definition from the
Class, is a member of the Class, or a “Class Member,” unless they take steps to opt out and exclude themselves:


 


All persons and entities who purchased
or otherwise acquired Triterras Class A common stock or warrants from June 29, 2020 to and including January 14, 2021.


 


Receipt of this Notice does not mean you are a
Class Member. Please check your records or contact your broker to see if you acquired eligible Triterras Class A common stock or warrants.


 


If you are not sure whether
you are included in the Class, please write to Triterras Securities Settlement, Claims Administrator, c/o Gilardi & Co. LLC,
P.O. Box 43339, Providence, RI 02940-3339; call 888-850-0265; or visit www.TriterrasSecuritiesSettlement.com. Or you can fill out and
return the Proof of Claim described below to see if you qualify.


 







	4.	Are there exceptions to being included in the Class?









 


There are some people who
are excluded from the Class by definition, including Defendants and their families, officers, affiliates, entities in which they have
or had a controlling interest, and the legal representatives, heirs, successors-in-interest or assigns of any such excluded party. Also
excluded is anyone who timely and validly requests exclusion from the Class, as approved by the Court.


 


THE SETTLEMENT BENEFITS - WHAT YOU MAY RECEIVE


 


	5.	What does the Settlement provide?



 


In the Settlement, Triterras
has agreed to pay and/or cause to be paid by its insurer $9 million in cash, which will be deposited in the Settlement Fund, an interest-bearing
escrow account for the benefit of the Class. The Settlement Fund will be divided, after deduction of Court-awarded attorneys’ fees
and expenses, settlement administration costs and any applicable taxes and tax expenses, among all Class Members who timely submit valid
Proofs of Claim that are accepted for payment by the Court (“Authorized Claimants”).


 







	6.	How much will my payment be?









 


The Plan of Allocation, discussed
in detail below, explains how the Net Settlement Fund will be allocated among purchasers and/or acquirers of Triterras Class A common
stock or warrants and how claimants’ “Recognized Claims” will be calculated. Your share of the Net Settlement Fund will
depend on several factors, including when you bought and sold your Triterras Class A common stock or warrants and how much you paid.


 


It is unlikely that you will
receive payment for your entire Recognized Claim, given the number of potential Class Members. After all Class Members have sent in their
Proofs of Claim, the payment any Authorized Claimant will get will be their pro rata share of the Net Settlement Fund based on
the Plan of Allocation approved by the Court.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 6 -




     


    

 


HOW YOU GET A PAYMENT - SUBMITTING A PROOF
OF CLAIM


 


		7.	How and when can I get a payment?



 


To qualify for a payment,
you must sign and timely submit a valid Proof of Claim with supporting documents (DO NOT SEND ORIGINALS of your supporting documents).
A Proof of Claim is enclosed with this Notice and is also available at www.TriterrasSecuritiesSettlement.com. Please submit it to the
Claims Administrator either by First-Class Mail (postmarked on or before ____________, 2022), or online at www.TriterrasSecuritiesSettlement.com
(received no later than ____________, 2022). The Claims Administrator needs all of the information requested in the Proof of
Claim in order to determine if you are eligible to receive a distribution from the Net Settlement Fund.


 


Any Class Member who fails
to submit a Proof of Claim by the date identified above shall be barred from receiving any distribution from the Net Settlement Fund or
payment pursuant to this Settlement unless, by order of the Court or the discretion of Lead Counsel, late-filed Proofs of Claim are accepted,
but shall in all other respects be bound by all terms of the Stipulation and Settlement, including the terms of the Judgment and all releases
provided for herein and therein, and will be permanently barred and enjoined from bringing any action, claim or other proceeding of any
kind against any Released Person concerning the Released Claims.


 


The Court will hold a hearing
to decide whether to approve the Settlement and Plan of Allocation. After all Proofs of Claim are submitted, the Claims Administrator
will determine the eligibility and validity of the claims and may request further information, which is a lengthy process. If the Court
approves the Settlement, there may still be appeals which would delay payment.


 







		8.	What am I giving up by staying in the Class?









 


Unless you exclude yourself,
you will stay in the Class, which means that as of the date the Settlement becomes effective under the terms of the Stipulation (the “Effective
Date”), you on behalf of yourself and your “Releasing Plaintiff Parties” (as defined below) will forever give up and
release all “Released Claims” (as defined below), including “Unknown Plaintiffs’ Claims” (as defined below),
against the “Released Persons” (as defined below). You and your Releasing Plaintiff Parties will not in the future be able
to bring a case asserting any Released Claim against any Released Person.


 


(a) “Related
Parties” means each Defendant’s respective present, former, or future parents, subsidiaries, divisions and affiliates and
the respective present and former employees, members, partners, principals, officers, directors, controlling shareholders, attorneys,
advisors, accountants, auditors, underwriters, consultants, investment bankers, commercial bankers, joint ventures, insurers, and re-insurers
of each of them; and the predecessors, successors, estates, immediate family members, spouses, heirs, executors, trusts, trustees, administrators,
agents, representatives, assigns, and assignees of each of them, in their capacity as such.


 


(b) “Released
Claims” means any and all claims, demands, rights, causes of action, or liabilities (including Unknown Plaintiffs’ Claims,
defined below), that could have been asserted in any forum, whether foreign or domestic, whether based on or arising under federal, state,
local, or foreign law, whether based on statutory law, common law, rule or regulation, whether fixed or contingent, foreseen or unforeseen,
matured or unmatured, accrued or unaccrued, liquidated or unliquidated, whether direct, representative, class or individual in nature,
based on, arising from or relating to, based on, arising from, or relating to: (i) the purchase or acquisition of Class A common stock
or warrants of Triterras during the Class Period; and (ii) the acts, facts, statements or omissions that were or could have been alleged
or asserted by Plaintiffs relating to conduct which occurred during the Class Period. The conduct covered in subsection ii of this paragraph
includes, but is not limited to, Netfin’s and/or the other Defendants’ alleged involvement, during the Class Period, in: (a)
forming Netfin Holdco, issuing Triterras securities, and soliciting purchasers of Triterras securities, all of which allegedly violated
the Securities Act of 1933; (b) making any allegedly misleading statements or omissions, including any statements or omissions that could
have induced investors to purchase Triterras securities, all of which allegedly violated the Securities Exchange Act of 1934; and (c)
controlling any primary violators of the federal securities laws, which conduct allegedly violated both the Securities Act of 1933 and
the Securities Exchange Act of 1934. Released Claims does not include claims to enforce the Settlement.


 


(c) “Released
Persons” means each and all of Defendants and their Related Parties.


 


(d) “Releasing
Plaintiff Party” or “Releasing Plaintiff Parties” means each and every plaintiff, Class Member, Plaintiff, and each
of their respective past or present trustees, officers, directors, partners, employees, contractors, auditors, principals, agents, attorneys,
predecessors, successors, assigns, representatives, affiliates, insurers, parents, subsidiaries, general or limited partners or partnerships,
and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Releasing Plaintiff
Party who is an individual, as well as any trust of which any Releasing Plaintiff Party is the settlor or which is for the benefit of
any of their immediate family members. Releasing Plaintiff Parties do not include any Person who timely and validly seeks exclusion from
the Class.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 7 -




     


    

 


(e) “Unknown
Plaintiffs’ Claims” means any Released Claims which Plaintiffs or the Releasing Plaintiff Parties do not know or suspect to
exist in their favor at the time of the release of the Released Persons which, if known by them, might have affected their settlement
with and release of the Released Persons, or might have affected their decision with respect to this Settlement, including, without limitation,
any decision not to object to this Settlement or seek exclusion from the Class. With respect to any and all Released Claims, the Settling
Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly waive and each Releasing Plaintiff Party shall be
deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil
Code §1542, which provides:


 


A general release
does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing
the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.


 


Plaintiffs shall expressly waive and each Releasing
Plaintiff Party shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights,
and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable
or equivalent to California Civil Code §1542. Plaintiffs and the Releasing Plaintiff Parties acknowledge that they may hereafter
discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of
the Released Claims, but Plaintiffs shall expressly waive, compromise, discharge, extinguish, settle and release and each Releasing Plaintiff
Party, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever waived,
compromised, discharged, extinguished, settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent
or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now
existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without
malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional
facts. Plaintiffs acknowledge, and the Releasing Plaintiff Parties shall be deemed by operation of the Judgment to have acknowledged,
that the foregoing waiver was separately bargained for and a key element of the Settlement of which this release is a part.


 


EXCLUDING YOURSELF FROM THE SETTLEMENT


 


If you want to keep any right
you may have to sue or continue to sue the Released Persons on your own about the Released Claims, then you must take steps to exclude
yourself from the Class. Defendants may withdraw from and terminate the Settlement if Class Members who purchased or acquired in excess
of a certain amount of Class A common stock or warrants opt out from the Class.


 


If you timely and properly
request exclusion from the Class, you will retain any rights you have to sue Defendants yourself with respect to the Released Claims (to
the extent those claims are viable under the statutes of limitations and repose applicable to claims under the Securities Act, Exchange
Act, or otherwise). Before you decide to request exclusion from the Class, you are urged to consult your counsel, at your own expense,
to fully evaluate your rights and the consequences of excluding yourself from the Class.


 







		9.	How do I “opt out” (exclude myself) from the proposed Settlement?









 


To “opt out” (exclude
yourself) from the Class, you must deliver or mail a signed letter by First-Class Mail stating that you “request exclusion from
the Class in Erlandson v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS (S.D.N.Y.).” Your letter must
state the date(s), price(s) and number of Class A common shares or warrants of your purchases, acquisitions and sales during the Class
Period, as well as the number of shares or warrants you held at the beginning and end of the Class Period. This information is needed
to determine whether you are a Class Member. In addition, you must include your name, address, telephone number, and your signature.


 


You must submit your request
for exclusion addressed to Triterras Securities Settlement, Claims Administrator, c/o Gilardi & Co. LLC, EXCLUSIONS, 150 Royall
Street, Suite 101, Canton, MA 02021. The request for exclusion must be postmarked on or before _____________, 2022. You cannot exclude
yourself or opt out by telephone or by email. Your request for exclusion must comply with these requirements in order to be valid.
If you are excluded, you will not be eligible to get any payment from the Settlement proceeds and you cannot object to the Settlement,
the proposed Plan of Allocation or the application for attorneys’ fees and expenses or an award to Plaintiffs.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 8 -




     


    

 







		10.	If I do not exclude myself, can I sue Defendants and other Related Parties for the same thing later?









 


No. Unless you exclude yourself,
you give up any rights you or the Releasing Plaintiff Parties may have to sue Defendants and other Related Parties for all Released Claims.


 


THE LAWYERS REPRESENTING YOU


 


		11.	Do I have a lawyer in this case?



 


The Court appointed the law
firm of Robbins Geller Rudman & Dowd LLP as Lead Counsel to represent all Class Members. You will not be separately charged for the
services of these lawyers. The Court will determine the amount of Lead Counsel’s fees and expenses, and Lead Counsel may exercise
its discretion to allocate awarded fees among plaintiffs’ counsel. Any fees and expenses awarded by the Court will be paid from
the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.


 







		12.	How will the lawyers be paid?









 


Lead Counsel have not received
any payment for their services, nor have they been paid to this point for any of their Litigation expenses. Lead Counsel will ask the
Court to award them from the Settlement Fund attorneys’ fees of up to one-third of the Settlement Amount, plus Litigation expenses
they have incurred in an amount not to exceed $100,000, plus interest on both amounts from the date of funding at the same rate earned
by the Settlement Fund. Plaintiffs will also request awards, pursuant to 15 U.S.C. §78u-4(a)(4) in connection with representing the
Class, in a total amount not to exceed $20,000.


 


OBJECTING TO THE SETTLEMENT


 


		13.	How do I tell the Court that I do not like something about the proposed Settlement?



 


If you are a Class Member
and do not exclude yourself (“opt out”), you can object to any part of the Settlement, the proposed Plan of Allocation, the
application by Lead Counsel for attorneys’ fees and expenses, or Plaintiffs’ request for an award pursuant to 15 U.S.C. §78u-
4(a)(4). Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in this Notice will be deemed
to have waived any objection and will not be able to appear at the Settlement Hearing or make any objection.


 


Any objection must: (i) state
the name, address, and telephone number of the objector and must be signed by the objector; (ii) state what the objector is objecting
to and the specific reasons for each objection, including legal and evidentiary support for the objection; (iii) state whether the objection
applies only to the objector, to a specific subset of the Class, or to the entire Class; (iv) include documents sufficient to prove the
objector’s membership in the Class; and (v) identify any other class actions to which either the objector or their counsel has previously
objected.


 


Your objection must be filed
with the U.S. District Court for the Southern District of New York by hand or by mail such that it is received on or before __________,
2022, at the address set forth below. You must also serve the papers on Lead Counsel and Defendant Triterras’s Counsel at the
addresses set forth below so that the papers are received on or before __________, 2022.


 


	COURT:	 	LEAD COUNSEL:
	 	 	 
	CLERK OF THE COURT	 	ROBBINS GELLER RUDMAN & DOWD LLP
	United States District Court	 	Joseph Russello
	Southern District of New York	 	58 South Service Road, Suite 200
	The Honorable Charles L. Brieant Jr.	 	Melville, NY 11747
	Federal Building and Courthouse	 	
	300 Quarropas Street	 	 
	White Plains, NY 10601	 	 
	 	 	 
	 	 	DEFENDANT TRITTERRAS’S COUNSEL:
	 	 	 
	 	 	CAHILL GORDON & REINDEL LLP
	 	 	Bradley J. Bondi
	 	 	32 Old Slip
	 	 	New York, NY  10005


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 9 -




     


    

 


THE COURT’S SETTLEMENT HEARING


 


		14.	When and where will the Court decide whether to approve the proposed Settlement?



 


The Court will hold a Settlement
Hearing at ___.m., on _______________, 2022, before the Honorable Cathy Seibel, United States District Judge, at the United States District
Court for the Southern District of New York, The Honorable Charles L. Brieant Jr. Federal Building and Courthouse, 300 Quarropas Street,
White Plains, New York 10601. At this hearing, the Court will consider whether to approve the Settlement, the proposed Plan of Allocation,
Lead Counsel’s request for attorneys’ fees and expenses, and Plaintiffs’ request for an award. The Court will also consider
written objections filed in accordance with the instructions set out above. We do not know how long it will take the Court to make these
decisions.


 


The Court may change the date
and time of the Settlement Hearing without further notice to Class Members. If you want to attend the hearing, please check with Lead
Counsel or the Settlement website to be sure that the date or time has not changed.


 







		15.	Do I have to come to the hearing and may I speak at it if I do?









 


No. Lead Counsel will answer
any questions the Court may have. But, you are welcome to come at your own expense. If you validly submit an objection, you may ask the
Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection a statement that it is your “notice
of intention to appear in Erlandson v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS (S.D.N.Y.).” You do not have to
come to Court to talk about your objection.


 


IF YOU DO NOTHING


 


		16.	What happens if I do nothing at all?



 


If you do nothing, you will
get no money from this Settlement and you and your Releasing Plaintiff Parties will not be able to start a lawsuit, continue with a lawsuit,
or be part of any other lawsuit against Defendants and their Related Parties about the Released Claims in this case.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 10 -




     


    

 


GETTING MORE INFORMATION


 


		17.	Are there more details about the proposed Settlement and this Action?



 


This Notice summarizes the
proposed Settlement. You may review the Stipulation filed with the Court and all documents filed in the Action during business hours at
the Office of the Clerk of the Court at 300 Quarropas Street, White Plains, New York 10601, or through the Court’s Public Access
to Court Electronic Records (PACER) system at https://pacer.uscourts.gov/.


 


You can also contact the Claims
Administrator or Lead Counsel or visit the Settlement website. Please do not call the Court, the Clerk’s Office, Defendants, or
Defendants’ Counsel with questions about the Settlement.


 


PLAN OF ALLOCATION OF NET SETTLEMENT FUND


 


The Net Settlement Fund will
be distributed to Class Members who have submitted a valid and timely Proof of Claim. Such Class Members may receive a distribution only
if they have an overall net loss on their transactions in Triterras securities during the Class Period.


 


Net loss is calculated by
subtracting all profits from transactions in a particular Triterras security during the Relevant Period (defined below) from all losses
in that same security. If you had a market gain with respect to overall transactions in a security during the Relevant Period, the value
of the Recognized Claim for that security shall be zero. If you suffered an overall market loss with respect to overall transactions in
a security during the Relevant Period, but that market loss was less than the total Recognized Claim calculated below, then the Recognized
Claim for that security shall be limited to the amount of your actual market loss.


 


To prepare the Plan of Allocation
and determine the amount an Authorized Claimant may recover under the Plan of Allocation, Lead Counsel conferred with an outside financial
consultant who specializes in assessing damages and developing plans of allocation in securities class actions. The Plan of Allocation
reflects a reasonable allocation of the Net Settlement Fund based on an evaluation of the trading price of Triterras Class A common stock
and warrants in relation to the alleged revelation of previously concealed information, as alleged in the Complaint.


 


The Plan of Allocation takes
into account the dates on which the public disclosure of relevant information occurred and the market’s reaction to this information.
Given the information disclosed and other relevant factors, the Plan of Allocation weights the January 14, 2021 disclosure at 50% (as
reflected in Tables A and B, below).


 


A “Recognized Claim”
is the sum of the Recognized Loss amounts for Eligible Shares and Eligible Warrants (defined herein), as determined in accordance with
Sections A and B, below. The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the size
of their Recognized Claims relative to the aggregate amount of Recognized Claims submitted. If any Authorized Claimant’s Distribution
Amount is less than $10.00, it will not be included in the calculation and no distribution will be made to that Authorized Claimant.


 


Payment pursuant to the Plan
of Allocation is conclusive against all Authorized Claimants. Defendants, their counsel, and all Related Parties will have no responsibility
or liability whatsoever for the investment of the Settlement Fund, the distribution of the Net Settlement Fund, the Plan of Allocation,
or the payment of any claim. No Person has a legal claim against Plaintiffs, Plaintiffs’ counsel, any claims administrator, any
other agent designated by Plaintiffs’ counsel, or Defendants or Defendants’ Counsel, based on distributions made substantially
in accordance with the Stipulation and the Settlement contained therein, the Plan of Allocation, or further orders of the Court.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 11 -




     


    

 


Each Authorized Claimant will
be deemed to have submitted to the jurisdiction of the Court with respect to their Proof of Claim. The Court has reserved jurisdiction
to hear an appeal of any determination regarding a Class Member’s claim and to allow, disallow, or adjust the claim of any Class
Member on equitable grounds.


 


Eligible Shares and Eligible Warrants


 


Publicly tradable Class A
common shares and warrants of Triterras purchased on or between November 10, 2020 and January 14, 2021 are potentially eligible
for damages under the Securities Act and the Exchange Act. Publicly tradable Class A common shares and warrants of Netfin are potentially
eligible for damages under the Securities Act if they were held until the close of trading on November 10, 2020 and then converted
into Class A common shares or warrants of Triterras. All such shares and warrants will be deemed “Eligible Shares” and
“Eligible Warrants,” respectively.


 


As set forth below, Tables
A and B provide calculations of Recognized Loss for Eligible Shares and Eligible Warrants, while Table C describes additional information
about the calculation of Recognized Losses. No Recognized Losses shall be recognized on any sales of Eligible Shares or Eligible Warrants
that took place before December 17, 2020, because such securities would have been sold before the date of the first public disclosure
of relevant information alleged in the Complaint (as explained above).


 


		A.	Calculation of Recognized Losses on Eligible Shares



 


For each Eligible Share, the
Recognized Loss for each such share shall be the inflation per share on the date of purchase minus the inflation per share on the date
of sale, as set forth in Table A, below (unless a lower Recognized Loss amount would result by applying the loss limitation rules (caps)
set forth below, in which case the lower amount will apply). For all Netfin Class A common shares converted into Triterras Class A common
shares (and thus Eligible Shares), the purchase price will be deemed $10.50 per share.


 


Table A: Calculation
of Inflation Per Share on Eligible Shares Based on Date of Purchase and Sale


 


	Period	 	Beginning 

Transaction Date	 	Ending 

Transaction Date	 	Inflation per Share	 
	1	 	10-Nov-2020	 	16-Dec-2020	 	$	5.08	 
	2	 	17-Dec-2020	 	17-Dec-2020	 	 	Price minus $8.20	 
	3	 	18-Dec-2020	 	18-Dec-2020	 	 	Price minus $8.17	 
	4	 	21-Dec-2020	 	21-Dec-2020	 	 	Price minus $8.25	 
	5	 	22-Dec-2020	 	13-Jan-2021	 	$	2.08	 
	6	 	14-Jan-2021	 	14-Jan-2021	 	 	50% of (Price minus $8.17	)
	7	 	15-Jan-2021	 	15-Jan-2021	 	 	Max ($0.00 or 50% of Price minus $8.08
 
	)
	8	 	16-Jan-2021	 	Current	 	$	0.00	 



 


Recognized Losses per Eligible
Share shall be the lesser of:


 


		1.	The inflation per share on the date of purchase (or receipt) minus the inflation per share on the date
of sale (or $0.00 if held after January 14, 2021); OR



 


		2.	The greater of the following:



 


		a.	The lesser of $10.50 or the purchase price per share MINUS the sale price per share if sold prior to July
2, 2021, or $6.56 if sold or held after July 1, 2021, OR



 


		b.	The purchase price per share MINUS the sale price if sold on or before January 14, 2021, or the greater
of the sale price (if sold) or the lookback price in Table C if sold or held after January 14, 2021.3


 


 






		3	Under Section 21(D)(e)(1) of the Exchange Act, “in any
private action arising under this Act in which the plaintiff seeks to establish damages by reference to the market price of a security,
the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or received, as appropriate,
by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date
on which the information correcting the misstatement or omission that is the basis for the action is disseminated to the market.”
Consistent with the requirements of the statute, Exchange Act Recognized Loss Amounts for Eligible Shares and Eligible Warrants are reduced
to an appropriate extent by taking into account the average closing prices of such securities during the 90-day lookback period (of January
15, 2021 to April 14, 2021), as set forth in Table C, below.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 12 -




     


    

 


		B.	Calculation of Recognized Losses on Eligible Warrants



 


For each Eligible Warrant,
the Recognized Loss for each such warrant shall be the inflation per share on the date of purchase minus the inflation per share on the
date of sale, as set forth in Table B, below (unless a lower Recognized Loss amount would result by applying the loss limitation rules
(caps) set forth below, in which case the lower amount will apply). For all Netfin warrants converted into Triterras warrants (and thus
Eligible Warrants), the purchase price will be deemed $2.22 per share.


 


Table B: Calculation
of Inflation per Warrant on Eligible Shares Based on Date of Purchase and Sale


 


	Period	 	Beginning 

Transaction Date	 	Ending

 Transaction Date	 	Inflation per Warrant	 
	1	 	10-Nov-2020	 	16-Dec-2020	 	$	1.45	 
	2	 	17-Dec-2020	 	17-Dec-2020	 	 	Price minus $1.74	 
	3	 	18-Dec-2020	 	18-Dec-2020	 	 	Price minus $1.73	 
	4	 	21-Dec-2020	 	21-Dec-2020	 	 	Price minus $1.73	 
	5	 	22-Dec-2020	 	13-Jan-2021	 	$	0.47	 
	6	 	14-Jan-2021	 	14-Jan-2021	 	 	50% of (Price minus $1.72	)
	7	 	15-Jan-2021	 	15-Jan-2021	 	 	Max {$0.00 or 50% of Price minus $1.69
 
	 
	8	 	16-Jan-2021	 	Current	 	$	0.00	 



 


Recognized Losses per Eligible
Warrant shall be the lesser of:


 


		1.	The inflation per warrant on the date of purchase (or receipt) minus the inflation per warrant on the
date of sale (or $0.00 if held after January 14, 2021); OR



 


		2.	The greater of the following:



 


		a.	The lesser of $2.22 or the purchase price per warrant MINUS the sale price per warrant if sold prior to
July 2, 2021, or $1.47 if sold or held after July 1, 2021, OR



 


		b.	The purchase price per warrant MINUS the sale price if sold on or before January 14, 2021, or the greater
of the sale price (if sold) or the lookback price in Table C if sold or held after January 14, 2021.



 


		C.	Additional Provisions Relating to the Calculation of Recognized
Losses



 


For Class Members who made
multiple purchases, acquisitions, or sales of Eligible Shares or Eligible Warrants between (a) November 10, 2020 (the exchange date) and
(b) January 14, 2021, inclusive (“Relevant Period”), the First-In, First-Out (“FIFO”) method will be applied to
such purchases, acquisitions, and sales for purposes of calculating Recognized Claims or Losses. Under the FIFO method, any sales of Eligible
Shares or Eligible Warrants after November 10, 2020 will be matched, in chronological order, starting with those obtained on or before
November 10, 2020. The remaining sales of securities during the Relevant Period will then be matched, in chronological order, against
purchases or acquisitions during the balance of the Relevant Period.


 


The date of purchase or date
of sale is the “contract” or “trade” date as distinguished from the “settlement” date. All purchase,
acquisition, and sale prices shall exclude any fees and commissions. The receipt or grant by gift, devise or operation of law of Eligible
Shares or Eligible Warrants during the Relevant Period shall not be deemed a purchase or sale of such securities for the calculation of
a claimant’s Recognized Claim, nor shall it be deemed an assignment of any claim relating to the purchase of such securities unless
specifically provided in the instrument of gift or assignment.


 


For short sales, the date
of covering a “short sale” is deemed to be the date of purchase of Eligible Shares. The date of a “short sale”
is deemed to be the date of sale of the Eligible Shares. Option contracts are not securities eligible to participate in the Settlement.
With respect to Eligible Shares purchased or sold through the exercise of an option, the purchase/sale date of such shares is the exercise
date of the option and the purchase/sale price is the exercise price of the option.


 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 13 -




     


    

 


Exchange Act Recognized Loss
Amounts for Eligible Shares and Eligible Warrants are reduced by taking into account the average closing prices of such securities during
the 90-day lookback period, as set forth in Table C, below.


 


Table C: Lookback
Prices for Eligible Shares and Eligible Warrants


 


	Date	 	Common Share

    Lookback Price	 	 	Warrant

    Lookback Price	 
	01/15/21	 	$	8.09	 	 	$	1.69	 
	01/19/21	 	$	8.09	 	 	$	1.73	 
	01/20/21	 	$	8.06	 	 	$	1.75	 
	01/21/21	 	$	7.92	 	 	$	1.72	 
	01/22/21	 	$	7.85	 	 	$	1.72	 
	01/25/21	 	$	7.94	 	 	$	1.78	 
	01/26/21	 	$	8.02	 	 	$	1.83	 
	01/27/21	 	$	8.03	 	 	$	1.85	 
	01/28/21	 	$	7.93	 	 	$	1.82	 
	01/29/21	 	$	7.86	 	 	$	1.82	 
	02/01/21	 	$	7.77	 	 	$	1.79	 
	02/02/21	 	$	7.72	 	 	$	1.78	 
	02/03/21	 	$	7.67	 	 	$	1.77	 
	02/04/21	 	$	7.62	 	 	$	1.77	 
	02/05/21	 	$	7.60	 	 	$	1.77	 
	02/08/21	 	$	7.64	 	 	$	1.78	 
	02/09/21	 	$	7.66	 	 	$	1.79	 
	02/10/21	 	$	7.66	 	 	$	1.79	 
	02/11/21	 	$	7.66	 	 	$	1.79	 
	02/12/21	 	$	7.67	 	 	$	1.79	 
	02/16/21	 	$	7.68	 	 	$	1.80	 
	02/17/21	 	$	7.72	 	 	$	1.81	 





 






    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 14 -




     


    

 





	Date	 	Common Share

    Lookback Price	 	 	Warrant

    Lookback Price	 
	02/18/21	 	$	7.74	 	 	$	1.82	 
	02/19/21	 	$	7.75	 	 	$	1.83	 
	02/22/21	 	$	7.76	 	 	$	1.84	 
	02/23/21	 	$	7.74	 	 	$	1.83	 
	02/24/21	 	$	7.73	 	 	$	1.83	 
	02/25/21	 	$	7.71	 	 	$	1.82	 
	02/26/21	 	$	7.69	 	 	$	1.81	 
	03/01/21	 	$	7.68	 	 	$	1.81	 
	03/02/21	 	$	7.66	 	 	$	1.81	 
	03/03/21	 	$	7.64	 	 	$	1.80	 
	03/04/21	 	$	7.61	 	 	$	1.79	 
	03/05/21	 	$	7.58	 	 	$	1.79	 
	03/08/21	 	$	7.56	 	 	$	1.78	 
	03/09/21	 	$	7.57	 	 	$	1.78	 
	03/10/21	 	$	7.57	 	 	$	1.78	 
	03/11/21	 	$	7.57	 	 	$	1.78	 
	03/12/21	 	$	7.57	 	 	$	1.77	 
	03/15/21	 	$	7.58	 	 	$	1.77	 
	03/16/21	 	$	7.58	 	 	$	1.77	 
	03/17/21	 	$	7.58	 	 	$	1.77	 
	03/18/21	 	$	7.59	 	 	$	1.76	 
	03/19/21	 	$	7.59	 	 	$	1.76	 
	03/22/21	 	$	7.59	 	 	$	1.76	 
	03/23/21	 	$	7.58	 	 	$	1.76	 
	03/24/21	 	$	7.57	 	 	$	1.76	 
	03/25/21	 	$	7.56	 	 	$	1.76	 
	03/26/21	 	$	7.55	 	 	$	1.76	 
	03/29/21	 	$	7.54	 	 	$	1.75	 
	03/30/21	 	$	7.53	 	 	$	1.75	 
	03/31/21	 	$	7.53	 	 	$	1.75	 
	04/01/21	 	$	7.53	 	 	$	1.75	 
	04/05/21	 	$	7.52	 	 	$	1.74	 
	04/06/21	 	$	7.53	 	 	$	1.74	 
	04/07/21	 	$	7.53	 	 	$	1.74	 
	04/08/21	 	$	7.53	 	 	$	1.74	 
	04/09/21	 	$	7.53	 	 	$	1.74	 
	04/12/21	 	$	7.53	 	 	$	1.74	 
	04/13/21	 	$	7.54	 	 	$	1.74	 
	04/14/21 and later	 	$	7.54	 	 	$	1.74	 


 







		18.	What if I bought the Class A common stock or warrants on someone else’s behalf?









 


If you purchased or otherwise
acquired Triterras Class A common stock or warrants during the Class Period for the beneficial interest of another, then, within ten (10)
business days after you receive this Notice, you must either: (1) send a copy of this Notice and the Proof of Claim and Release by First-Class
Mail to all such beneficial owners; or (2) provide the name and last known address of each such beneficial owner to the Claims Administrator:


 


Triterras Securities Settlement 


Claims Administrator 


c/o Gilardi & Co. LLC 


P.O. Box 43339 


Providence, RI 02940-3339


 


Regardless of whether you
choose to complete the mailing yourself or elect to have the mailing performed for you, you may obtain reimbursement for, or advancement
of, reasonable administrative costs actually incurred or expected to be incurred, upon submission of appropriate documentation to the
Claims Administrator.


 


PLEASE DO NOT CONTACT THE COURT FOR INFORMATION
OR QUESTIONS ABOUT THE TERMS OF THE SETTLEMENT. INSTEAD, PLEASE DIRECT ALL QUESTIONS TO LEAD COUNSEL AND/OR THE CLAIMS ADMINISTRATOR,
AS DIRECTED ABOVE.


 


	DATED:	 	,2022 	 BY ORDER OF THE
COURT
	 	 	UNITED STATES DISTRICT COURT

        SOUTHERN DISTRICT OF NEW YORK










    
	QUESTIONS? PLEASE CALL 888-850-0265
	OR VISIT www.TriterrasSecuritiesSettlement.com
	- 15 -




     


    

 

 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT A-2


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


UNITED STATES DISTRICT COURT 


SOUTHERN DISTRICT OF NEW YORK


 


	 	x	 
	 
	JOHN A. ERLANDSON and JAMES IAN	:	Civil Action No. 7:20-cv-10795-CS
	NORRIS, Individually and on Behalf of All	:	 
	Others Similarly Situated,	:	CLASS ACTION
	 	:	 
	Plaintiffs,	 	:	PROOF OF CLAIM AND RELEASE
	 	:	 
	 vs.	:	EXHIBIT A-2
	 	:	 
	TRITERRAS, INC. (f/k/a NETFIN	:	 
	HOLDCO), NETFIN ACQUISITION CORP.,	:	 
	TRITERRAS FINTECH PTE. LTD., MVR	:	 
	NETFIN LLC, RICHARD MAURER,	:	 
	MARAT ROSENBERG, VADIM	:	 
	KOMISSAROV, GERALD PASCALE,	:	 
	SRINIVAS KONERU, JAMES H. GROH,	:	 
	ALVIN TAN, JOHN A. GALANI,	:	 
	MATTHEW RICHARDS, VANESSA	:	 
	SLOWEY and KENNETH STRATTON,	:	 
	 	:	 
	Defendants.	 	:	 
	 	x	 
	 


 




     


     


    

 


	I.	GENERAL INSTRUCTIONS



 


1. To
recover as a Class Member based on your claims in the action entitled Erlandson v. Triterras, Inc., et al., Case No. 7:20-cv-10795-CS
(S.D.N.Y.) (“Action”), you must complete and, on page ___ hereof, sign this Proof of Claim and Release form (“Proof
of Claim”).1 If you fail to submit a timely and properly addressed (as set forth
in paragraph 3 below) Proof of Claim, your claim may be rejected and you may not receive any recovery from the Net Settlement Fund created
in connection with the proposed Settlement.


 


2. Submission
of this Proof of Claim, however, does not assure that you will share in the proceeds of the Settlement of the Action.


 


3. YOU
MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIM, ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREIN, NO LATER
THAN _______________, 2022, ADDRESSED AS FOLLOWS:


 


Triterras Securities Litigation


Claims Administrator


c/o Gilardi & Co. LLC


P.O. Box 43339

Providence, RI 02940-3339

Online Submissions: www.TriterrasSecuritiesSettlement.com


 


If you are NOT a Class Member (as defined in the
Notice of Pendency and Proposed Settlement of Class Action (“Notice”)) DO NOT submit a Proof of Claim.


 


4. If
you are a Class Member and you do not timely request exclusion in response to the Notice, you are bound by the terms of any judgment entered
in the Action, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.


 


 






		1	Capitalized terms used in this Proof of Claim that are not otherwise
defined herein shall have the meanings provided in the Stipulation and Agreement of Settlement, dated as of April 27, 2022 (“Stipulation”),
available at www.TriterrasSecuritiesSettlement.com.



 



    - 1 -


     


    

 


		II.	CLAIMANT IDENTIFICATION



 


If you purchased or otherwise
acquired Triterras, Inc. (“Triterras”) Class A common stock or warrants and held the securities in your name, you are the
beneficial purchaser or acquirer as well as the record purchaser or acquirer. If, however, you purchased or acquired such securities and
the securities were registered in the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser or
acquirer and the third party is the record purchaser or acquirer.


 


Use Part I of this form entitled
“Claimant Identification” to identify each beneficial purchaser or acquirer of Triterras Class A common stock or warrants
that forms the basis of this claim, as well as the purchaser or acquirer of record if different. THIS CLAIM MUST BE FILED BY THE ACTUAL
BENEFICIAL PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE OF SUCH PURCHASER(S) OR ACQUIRER(S) OF THE TRITERRAS CLASS A COMMON
STOCK OR WARRANTS UPON WHICH THIS CLAIM IS BASED.


 


All joint purchasers or acquirers
must sign this claim. Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of
persons represented by them and their authority must accompany this claim and their titles or capacities must be stated. The Social Security
(or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure to provide
the foregoing information could delay verification of your claim or result in rejection of the claim.


 


		III.	CLAIM FORM



 


Use Part II of this form entitled
“Schedule of Transactions in Triterras Class A Common Stock” and Part III of this form entitled “Schedule of Transactions
in Triterras Warrants” to supply all required details of your transaction(s) in such securities. If you need more space or additional
schedules, attach separate sheets giving all of the required information in substantially the same form. Sign and print or type your name
on each additional sheet.


 






    - 2 -


     


    

 


On the schedules, provide
all of the requested information with respect to all of your purchases or acquisitions of Triterras Class A common stock
or warrants which took place at any time from November 10, 2020 (when Netfin securities converted into Triterras securities)
through and including January 14, 2021 (the last disclosure date alleged), whether such transactions resulted in a profit or a loss. To
calculate Recognized Losses, you must also provide information on sales of Triterras Class A common stock or warrants from November 10,
2020 through and including July 1, 2021. Failure to report all such transactions may result in the rejection of your claim.


 


List each transaction separately
and in chronological order, by trade date, beginning with the earliest. You must accurately provide the month, day, and year of each transaction
you list.


 


The date of covering a “short
sale” is deemed to be the date of purchase of Triterras Class A common stock. The date of a “short sale” is deemed to
be the date of sale of Triterras Class A common stock.


 


Copies of broker confirmations
or other documentation of your transactions in Triterras Class A common stock or warrants should be attached to your claim. Failure to
provide this documentation could delay verification of your claim or result in rejection of your claim.


 


NOTICE REGARDING ELECTRONIC
FILES: Certain claimants with large numbers of transactions may request, or may be requested, to submit information regarding their transactions
in electronic files. All such claimants MUST also submit a manually signed paper Proof of Claim whether or not they also submit electronic
copies. If you wish to submit your claim electronically, you must contact the Claims Administrator at edata@gilardi.com to obtain the
required file layout. No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to
the claimant a written acknowledgment of receipt and acceptance of electronically submitted data.


 






    - 3 -


     


    

 


UNITED STATES DISTRICT COURT


 


SOUTHERN DISTRICT OF NEW YORK


 


Erlandson v. Triterras, Inc., et al.


 


Case No. 7:20-cv-10795-CS (S.D.N.Y.)


 


PROOF OF CLAIM AND RELEASE


 


Must Be Postmarked (if Mailed) or Received
(if Filed Electronically) No Later Than:


 


_________, 2022


 


REMEMBER TO ATTACH COPIES OF BROKER CONFIRMATIONS
OR OTHER

DOCUMENTATION OF YOUR TRANSACTIONS IN TRITERRAS CLASS A

COMMON STOCK AND/OR WARRANTS. FAILURE TO PROVIDE THIS


 


DOCUMENTATION COULD DELAY VERIFICATION OF
YOUR CLAIM OR

RESULT IN REJECTION OF YOUR CLAIM.


 


Please Type or Print


 


	PART I:	 CLAIMANT IDENTIFICATION



 


	
     

	Beneficial Owner’s Name (First, Middle, Last)
	 
	
      

	Street Address 
	 
	
     
	 	
     

	City	 	State or Province
	
     
	 	
    

	 	 	 
	Zip Code or Postal Code	 	Country
	 	 	 
	
    
	 	 	Individual
	Social Security Number or	 	 	Corporation/Other
	Taxpayer Identification Number	 	 	 
	
    
	 	
     
	 
	 	 	 	 
	Area Code	 	Telephone Number (work)	 
	
    
	 	
     
	 
	 	 	 	 
	Area Code	 	Telephone Number (home)	 
	
     

	 
	Record Owner’s Name (if different from beneficial owner listed above)
	 	 	 	 	 	 	 





	PART II:	 SCHEDULE OF TRANSACTIONS IN TRITERRAS CLASS A COMMON
STOCK



  


		A.	Number of shares of Triterras Class A common stock held at the close of trading on November 10, 2020.
If none, write “zero”:



 


		B.	Purchases or acquisitions of Triterras Class A common stock (from November 10, 2020 through and including
January 14, 2021):



 


	
    Trade Date Month Day 

Year 
	 	Number of Shares

 Purchased or Acquired	 	Purchase or Acquisition

 Price per Share	 	Total Purchase or 

Acquisition Price
	1.                                      	 	1.                                      	 	1.                                      	 	1.                                      
	2.                                      	 	2.                                      	 	2.                                      	 	2.                                      
	3.                                      	 	3.                                      	 	3.                                      	 	3.                                      


 






    - 4 -


     


    

 


IMPORTANT: If any purchase listed covered
a “short sale,” please mark Yes. ☐ Yes


 


		C.	Sales of Triterras Class A common stock (from November 10, 2020 through and including July 1, 2021):



 


	
    Trade Date Month Day

 Year
	 	Number of Shares 

Sold	 	Sale Price per Share	 	Total Sales Price
	1. __________________	 	1.  ________________	 	1.  _________________	 	1. ________________
	2. __________________	 	2. ________________	 	2. _________________	 	2. ________________
	3. __________________	 	3. ________________	 	3. _________________	 	3. ________________


 


		D.	Number of shares of Triterras Class A common stock held at the close of trading on January 14, 2021. If
none, write “zero”: ____________________________



 


		E.	Number of shares of Triterras Class A common stock held at the close of trading on July 1, 2021. If none,
write “zero”: ___________________________



 


If you require additional
space, attach extra schedules in the same format as above. Sign and print your name on each additional page.


 


	PART III:	SCHEDULE OF TRANSACTIONS IN TRITERRAS WARRANTS



 


		A.	Number of Triterras warrants held at the close of trading on November 10, 2020. If none, write “zero”:
________________________



 


		B.	Purchases or acquisitions of Triterras warrants (from November 10, 2020 through and including January
14, 2021):



 


	
    Trade Date Month Day

 Year
	 	Number of Warrants

 Purchased or Acquired	 	Purchase or 

Acquisition Price 

per Warrant	 	Total Purchase or

 Acquisition Price
	1. __________________	 	1. _________________	 	1. _________________	 	1. _________________
	2. __________________	 	2. _________________	 	2. _________________	 	2. _________________
	3. __________________	 	3. _________________	 	3. _________________	 	3. _________________


 


IMPORTANT: If any purchase listed covered
a “short sale,” please mark Yes.         ☐ Yes


 


		C.	Sales of Triterras warrants (from November 10, 2020 through and including July 1, 2021):



 


	
    Trade Date

Month Day Year
	 	Number of Warrants Sold	 	Sale Price per 

Warrant	 	Total Sales Price
	1. _________________	 	1. ________________	 	1. _________________	 	1. _________________
	2. _________________	 	2. ________________	 	2. _________________	 	2. _________________
	3. _________________	 	3. ________________	 	3. _________________	 	3. _________________


 


		D.	Number of Triterras warrants held at the close of trading on January 14, 2021. If none, write “zero”:



 


		E.	Number of Triterras warrants held at the close of trading on July 1, 2021. If none, write “zero”:



 


If you require additional
space, attach extra schedules in the same format as above. Sign and print your name on each additional page.


 


YOU MUST READ AND SIGN
THE RELEASE ON PAGE __. FAILURE TO SIGN THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.


 






    - 5 -


     


    

 


		IV.	SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS



 


I (We) submit this Proof of
Claim under the terms of the Stipulation and Agreement of Settlement described in the Notice. I (We) also submit to the jurisdiction of
the United States District Court for the Southern District of New York, with respect to my (our) claim as a Class Member and for purposes
of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment
that may be entered in the Action. I (We) agree to furnish additional information to the Claims Administrator to support this claim (including
transactions in other Triterras securities) if requested to do so. I (We) have not submitted any other claim covering the same purchases,
acquisitions or sales of Triterras Class A common stock and/or warrants during the Class Period and know of no other person having done
so on my (our) behalf.


 


		V.	RELEASE



 


1. On
behalf of myself (us) and my Releasing Plaintiff Parties, I (we) hereby acknowledge full and complete satisfaction of, and do hereby fully,
finally, and forever settle, release, and discharge from the Released Claims each and all of the “Released Persons,” defined
as each and all of the Defendants and their Related Parties. “Related Parties” means each Defendant’s respective present,
former, or future parents, subsidiaries, divisions and affiliates and the respective present and former employees, members, partners,
principals, officers, directors, controlling shareholders, attorneys, advisors, accountants, auditors, underwriters, consultants, investment
bankers, commercial bankers, joint ventures, insurers, and re-insurers of each of them; and the predecessors, successors, estates, immediate
family members, spouses, heirs, executors, trusts, trustees, administrators, agents, representatives, assigns, and assignees of each of
them, in their capacity as such.


 


2. “Released
Claims” means any and all claims, demands, rights, causes of action, or liabilities (including Unknown Plaintiffs’ Claims,
defined below), that could have been asserted in any forum, whether foreign or domestic, whether based on or arising under federal, state,
local, or foreign law, whether based on statutory law, common law, rule or regulation, whether fixed or contingent, foreseen or unforeseen,
matured or unmatured, accrued or unaccrued, liquidated or unliquidated, whether direct, representative, class or individual in nature,
based on, arising from or relating to: (i) the purchase or acquisition of Class A common stock or warrants of Triterras during the Class
Period; and (ii) the acts, facts, statements or omissions that were or could have been alleged or asserted by Plaintiffs relating to conduct
which occurred during the Class Period. The conduct covered in subsection ii of this paragraph includes, but is not limited to, Netfin’s
alleged involvement, during the Class Period, in: (a) forming Netfin Holdco, issuing Triterras securities, and soliciting purchasers of
Triterras securities, all of which allegedly violated the Securities Act of 1933; (b) making any allegedly misleading statements or omissions,
including any statements or omissions that could have induced investors to purchase Triterras securities, all of which allegedly violated
the Securities Exchange Act of 1934; and (c) controlling any primary violators of the federal securities laws, which conduct allegedly
violated both the Securities Act of 1933 and the Securities Exchange Act of 1934. Released Claims does not include claims to enforce the
Settlement.


 






    - 6 -


     


    

 


3. “Releasing
Plaintiff Party” or “Releasing Plaintiff Parties” means each and every plaintiff, Class Member, Plaintiff, and each
of their respective past or present trustees, officers, directors, partners, employees, contractors, auditors, principals, agents, attorneys,
predecessors, successors, assigns, representatives, affiliates, insurers, parents, subsidiaries, general or limited partners or partnerships,
and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Releasing Plaintiff
Party who is an individual, as well as any trust of which any Releasing Plaintiff Party is the settlor or which is for the benefit of
any of their immediate family members. Releasing Plaintiff Parties do not include any Person who timely and validly seeks exclusion from
the Class.


 


4. “Unknown
Plaintiffs’ Claims” means any Released Claims which Plaintiffs or the Releasing Plaintiff Parties do not know or suspect to
exist in their favor at the time of the release of the Released Persons which, if known by them, might have affected their settlement
with and release of the Released Persons, or might have affected their decision with respect to this Settlement, including, without limitation,
any decision not to object to this Settlement or seek exclusion from the Class. With respect to any and all Released Claims, the Settling
Parties stipulate and agree that, upon the Effective Date, Plaintiffs shall expressly waive and each Releasing Plaintiff Party shall be
deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil
Code §1542, which provides:


 


A general release
does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing
the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.


 


Plaintiffs shall expressly waive and each Releasing
Plaintiff Party shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights,
and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable
or equivalent to California Civil Code §1542. Plaintiffs and the Releasing Plaintiff Parties acknowledge that they may hereafter
discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of
the Released Claims, but Plaintiffs shall expressly waive, compromise, discharge, extinguish, settle and release and each Releasing Plaintiff
Party, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever waived,
compromised, discharged, extinguished, settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent
or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now
existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without
malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional
facts. Plaintiffs acknowledge, and the Releasing Plaintiff Parties shall be deemed by operation of the Judgment to have acknowledged,
that the foregoing waiver was separately bargained for and a key element of the Settlement of which this release is a part.


 






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5. This
release shall be of no force or effect unless and until the Court approves the Stipulation and Agreement of Settlement and the Settlement
becomes effective on the Effective Date (as defined in the Stipulation and Agreement of Settlement).


 


6. I
(We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily,
any matter released pursuant to this release or any other part or portion thereof.


 


7. I
(We) hereby warrant and represent that I (we) have included the information requested about all of my (our) transactions in Triterras
Class A common stock or warrants, which occurred from November 10, 2020 to and including July 1, 2021, as well as the opening and closing
positions in such securities held by me (us) on the dates requested in this Proof of Claim.


 


I declare under penalty of
perjury under the laws of the United States of America that all of the foregoing information supplied on this Proof of Claim by the undersigned
is true and correct.


 


	 	Executed this	 	day of	 	 
	 	 	 	 	(Month/Year)	 


 


	in	 	 	 
	 	(City)	(State/Country)	 


 


	 	 
	 	(Sign your name here)
	 	 
	 	 
	 	(Type or print your name here)
	 	 
	 	 
	 	(Capacity of person(s) signing,
	 	e.g., Beneficial Purchaser or Acquirer, Executor or Administrator)


 






    - 8 -


     


    

 


ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT
AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.


 


	Reminder Checklist:	 	 
	 	 	 
	1.	Please sign the above release and acknowledgment.	5.	Keep a copy of your Proof of Claim and all supporting documentation for your records.
	 	 	 	 
	2.	If this claim is being made on behalf of Joint Claimants, then both must sign.	6.	If you desire an acknowledgment of receipt of your Proof of Claim, please send it Certified Mail, Return Receipt Requested.
	 	 	 	 
	3.	Remember to attach copies of supporting documentation.	7.	If you move, please send your new address to the address below.
	 	 	 	 
	4.	Do not send originals of stock certificates or other documentation as they will not be returned.	8.	Do not use red pen or highlighter on the Proof of Claim or supporting documentation.



 


THIS PROOF OF CLAIM MUST BE SUBMITTED ONLINE
OR, IF MAILED,

POSTMARKED NO LATER THAN _____, 2022, ADDRESSED AS FOLLOWS:


 


Triterras Securities Litigation

Claims Administrator

c/o Gilardi & Co. LLC

P.O. Box 43339

Providence, RI 02940-3339

www.TriterrasSecuritiesSettlement.com


 




    - 9 -


     


    

 


 


 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT A-3


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK


 


	 	x	 
	 
	JOHN A. ERLANDSON and JAMES IAN	:	Civil Action No. 7:20-cv-10795-CS
	NORRIS, Individually and on Behalf of All	:	 
	Others Similarly Situated,	:	CLASS ACTION
	 	:	 
	Plaintiffs,	 	:	SUMMARY NOTICE
	 	:	 
	 vs.	:	EXHIBIT A-3
	 	:	 
	TRITERRAS, INC. (f/k/a NETFIN	:	 
	HOLDCO), NETFIN ACQUISITION CORP.,	:	 
	TRITERRAS FINTECH PTE. LTD., MVR	:	 
	NETFIN LLC, RICHARD MAURER,	:	 
	MARAT ROSENBERG, VADIM	:	 
	KOMISSAROV, GERALD PASCALE,	:	 
	SRINIVAS KONERU, JAMES H. GROH,	:	 
	ALVIN TAN, JOHN A. GALANI,	:	 
	MATTHEW RICHARDS, VANESSA	:	 
	SLOWEY and KENNETH STRATTON,	:	 
	 	:	 
	Defendants.	 	:	 
	 	x	 
	 

                                                            




 






     


     


    

 


		TO:	ALL PERSONS AND ENTITIES WHO PURCHASED OR ACQUIRED THE CLASS A COMMON STOCK OR WARRANTS OF TRITERRAS,
INC. (“TRITERRAS”) AT ANY TIME FROM JUNE 29, 2020 TO, AND INCLUDING, JANUARY 14, 2021



 


YOU ARE HEREBY NOTIFIED, pursuant
to an Order of the United States District Court for the Southern District of New York, that a hearing will be held on ____________, 2022,
at __________, before the Honorable Cathy Seibel, United States District Judge, at the United States District Court for the Southern District
of New York, The Honorable Charles L. Brieant Jr. Federal Building and Courthouse, 300 Quarropas Street, White Plains, New York 10601,
for the purpose of determining: (1) whether the proposed Settlement of this Action, as set forth in the Stipulation and Agreement of Settlement
(“Stipulation”) reached between the parties, consisting of Nine Million Dollars ($9,000,000) in cash, should be approved as
fair, reasonable, and adequate to Class Members; (2) whether the release by Class Members of claims as set forth in the Stipulation should
be authorized; (3) whether the proposed plan to distribute the Settlement proceeds (“Plan of Allocation”) is fair, reasonable,
and adequate; (4) whether the application by Plaintiffs’ counsel for an award of attorneys’ fees and expenses, and any award
to Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4), should be approved; (5) whether this Action should be dismissed with prejudice
against Triterras, Inc., Netfin Acquisition Corp., Triterras Fintech Pte. Ltd., MVR Netfin LLC, Richard Maurer, Marat Rosenberg, Vadim
Komissarov, Gerald Pascale, Srinivas Koneru, James H. Groh, Alvin Tan, John A. Galani, Matthew Richards, Vanessa Slowey, and Kenneth Stratton
as set forth in the Stipulation dated April 27, 2022; and (6) whether the Judgment, in the form attached to the Stipulation, should be
entered.


 


Please note that the date,
time and location of the settlement hearing are subject to change without further notice. If you plan to attend the hearing, you should
check the docket, view the Settlement website at www.TriterrasSecuritiesSetttlement.com, or contact Lead Counsel (identified below) to
be sure that no change to the date, time or location of the hearing has been made.


 


IF YOU PURCHASED OR ACQUIRED
CLASS A COMMON STOCK OR WARRANTS OF TRITERRAS AT ANY TIME FROM JUNE 29, 2020 TO AND INCLUDING JANUARY 14, 2021, YOUR RIGHTS WILL BE AFFECTED
BY THE SETTLEMENT OF THIS LITIGATION.


 


If you have not received a
detailed Notice of Pendency and Proposed Settlement of Class Action (“Notice”) and a copy of the Proof of Claim and Release
form (“Proof of Claim”), you may obtain copies by writing to Triterras Securities Litigation, Claims Administrator,
c/o Gilardi & Co. LLC, P.O. Box 43339, Providence, RI 02940-3339, 888-850-0265, or on the internet at www.TriterrasSecuritiesSettlement.com.


 






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If you are a Class Member,
in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim by mail (postmarked no later
than _____________, 2022) or submitted electronically (no later than ____________, 2022), establishing that you
are entitled to recovery. Unless the deadline is extended, your failure to submit your Proof of Claim by the above deadline will preclude
you from receiving any payment from the Settlement.


 


If you are a Class Member
and you desire to be excluded from the Class, you must submit a request for exclusion such that it is postmarked no later than ____________,
2022, in the manner and form explained in the detailed Notice, referred to above. All Class Members who do not timely and validly
request exclusion from the Class will be bound by any judgment entered in the Action pursuant to the Stipulation.


 


Any objection to the Settlement,
the Plan of Allocation, the fee and expense application, or Plaintiffs’ request for an award, must be mailed to each of the following
recipients, such that it is received no later than         , 2022:


 


CLERK OF THE COURT


UNITED STATES DISTRICT COURT


SOUTHERN DISTRICT OF NEW YORK


THE HONORABLE CHARLES L. BRIEANT JR.


FEDERAL BUILDING AND COURTHOUSE


300 Quarropas Street


White Plains, NY 10601


 


Lead Counsel:


 


ROBBINS GELLER RUDMAN 


& DOWD LLP 


JOSEPH RUSSELLO 


58 South Service Road, Suite 200 


Melville, NY 11747


 


Defendant Triterras’s Counsel:


 


CAHILL GORDON & REINDEL LLP 


BRADLEY J. BONDI 


32 Old Slip 


New York, NY 10005


 


PLEASE DO NOT CONTACT THE
COURT, THE CLERK’S OFFICE OR ANY OF THE DEFENDANTS OR DEFENDANTS’ COUNSEL REGARDING THIS NOTICE. If you have any questions
about the Settlement, you may contact Lead Counsel at the address listed above.


 


	DATED:	 	 	BY ORDER OF THE COURT 
	 	 	 	UNITED STATES DISTRICT COURT
	 	 	 	SOUTHERN DISTRICT OF NEW YORK



 




    - 2 -


     


    

 


 


 


 


 


 


 


 


 


 


 


 


EXHIBIT B


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    

 


UNITED STATES DISTRICT
COURT


SOUTHERN DISTRICT
OF NEW YORK


 


	 	x	 
	 
	JOHN A. ERLANDSON and JAMES IAN	:	Civil Action No. 7:20-cv-10795-CS
	NORRIS, Individually and on Behalf of All	:	 
	Others Similarly Situated,	:	CLASS ACTION
	 	:	 
	Plaintiffs,	 	:	[PROPOSED] FINAL JUDGMENT AND
	 	:	ORDER OF DISMISSAL WITH PREJUDICE
	vs.	:	 
	 	:	EXHIBIT B
	TRITERRAS, INC. (f/k/a NETFIN	:	 
	HOLDCO), NETFIN ACQUISITION CORP.,	:	 
	TRITERRAS FINTECH PTE. LTD., MVR	:	 
	NETFIN LLC, RICHARD MAURER,	:	 
	MARAT ROSENBERG, VADIM	:	 
	KOMISSAROV, GERALD PASCALE,	:	 
	SRINIVAS KONERU, JAMES H. GROH,	:	 
	ALVIN TAN, JOHN A. GALANI,	:	 
	MATTHEW RICHARDS, VANESSA	:	 
	SLOWEY and KENNETH STRATTON,	:	 
	 	:	 
	Defendants.	 	:	 
	 	x	 
	 


 




     


     


    

 


WHEREAS,
this matter came before the Court pursuant to the Order Preliminarily Approving Settlement and Providing for Notice (“Order”)
dated __________________, 2022, on Plaintiffs’ application for approval of the Settlement set forth in the Stipulation and Agreement
of Settlement, dated as of April 27, 2022 (the “Stipulation”). Due and adequate notice having been given to the Class as
required in the Order, and the Court having considered all papers filed and proceedings had herein and otherwise being fully informed,
and good cause appearing therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:


 


1. This
Final Judgment and Order of Dismissal with Prejudice (“Judgment”) incorporates by reference: (a) the Stipulation; and (b)
the Notice, Summary Notice, and Declaration of the Claims Administrator filed with this Court on  . All terms used herein shall have
the same meanings as set forth in the Stipulation, unless otherwise set forth herein.


 


2.
This Court has jurisdiction over the subject matter of the Action and over all parties to the Action, including all Members of the Class.


 


3.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby affirms its determinations in the Order and finally certifies,
for purposes of settlement only, a Class defined as all Persons who purchased or otherwise acquired the Class A common stock or warrants
of Triterras from June 29, 2020 to and including January 14, 2021. Excluded from the Class are Defendants and their families, officers,
affiliates, entities in which they have or had a controlling interest, and the legal representatives, heirs, successors-in-interest or
assigns of any such excluded party. Also excluded from the Class are those Persons who timely and validly requested exclusion from the
Class and are listed on Exhibit 1 hereto as having submitted an exclusion request allowed by the Court.


 


4.
This Court hereby affirms its determinations in the Order and finds, for the purposes of the Settlement only, that the prerequisites
for a class action under Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure have been satisfied in that: (a) the number of
Class Members is so numerous that joinder of all members is impracticable; (b) there are questions of law and fact common to the Class;
(c) Plaintiffs’ claims are typical of the claims of the Class; (d) Plaintiffs and Lead Counsel have fairly and adequately represented
the interests of the Class and will continue to do so; (e) questions of law and fact common to Class Members predominate over any questions
affecting only individual Class Members; and (f) a class action is superior to other available methods for the fair and efficient adjudication
of the controversy.


 


5.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, and for purposes of settlement only, the Court hereby affirms its determinations
in the Order and finally appoints Lead Plaintiff John A. Erlandson and additional named plaintiff James Ian Norris as Class Representatives
and Robbins Geller Rudman & Dowd LLP as Class Counsel.


 






    - 1 -


     


    

 


6.
The Notice of Pendency and Proposed Settlement of Class Action (“Notice”) given to the Class was the best notice practicable
under the circumstances, including the individual notice to all Class Members who could be identified through reasonable effort. The
Notice provided the best notice practicable under the circumstances of those proceedings and of the matters set forth therein, including
the proposed Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice fully satisfied the requirements
of the Federal Rules of Civil Procedure (including Rules 23(c)-(e)), the United States Constitution (including the Due Process Clause),
Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §78u-4(a)(7), as added by the Private Securities Litigation
Reform Act of 1995, the Rules of this Court, and other applicable law. No Class Member is relieved from the terms of the Settlement,
including the releases provided for therein, based upon the contention or proof that such Class Member failed to receive actual or adequate
notice. A full opportunity has been offered to the Class Members to object to the proposed Settlement and to participate in the hearing
thereon.


 


7.
[There have been __ objections to the Settlement, each of which was addressed by the Court at the Settlement Hearing.]


 


8.
Pursuant to Rule 23 of the Federal Rules of Civil Procedure, the Court hereby affirms its determinations in the Order, fully and finally
approves the Settlement set forth in the Stipulation in all respects and finds that:


 


(a)
the Stipulation and the Settlement contained therein, are, in all respects, fair, reasonable, and adequate and in the best interest of
the Class;


 


(b)
there was no collusion in connection with the Stipulation;


 


(c)
the Stipulation was the product of informed, arm’s-length negotiations among competent, able counsel; and


 


(d)
the record is sufficiently developed and complete to have enabled Plaintiffs and Defendants to have adequately evaluated and considered
their positions.


 


9.
Accordingly, the Court authorizes and directs implementation and performance of all the terms and provisions of the Stipulation, as well
as the terms and provisions hereof. Except as to any individual claim of those Persons (identified in Exhibit 1 attached hereto) who
have validly and timely requested exclusion from the Class, the Court hereby dismisses the Action and all Released Claims of the Class
with prejudice. The Settling Parties are to bear their own costs, except as and to the extent provided in the Stipulation and herein.


 






    - 2 -


     


    

 


10.
The Releases set forth in Section 4 of the Stipulation, together with the definitions contained in the Stipulation relating thereto,
are expressly incorporated herein by reference. Accordingly, this Court orders that:


 


(a)
Upon the Effective Date, and as provided in the Stipulation, Plaintiffs and each of the Releasing Plaintiff Parties shall be deemed to
have, and by operation of this Judgment shall have, fully, finally, and forever waived, released, relinquished, discharged, and dismissed
any and all Released Claims (including Unknown Plaintiffs’ Claims) against the Released Persons, whether or not such Releasing
Plaintiff Party executes and delivers the Proof of Claim and Release form or shares in the Settlement Fund. Claims to enforce the terms
of the Stipulation are not released.


 


(b)
Plaintiffs and all Releasing Plaintiff Parties, and anyone claiming through or on behalf of any of them, are hereby forever barred and
enjoined from commencing, instituting, asserting, maintaining, enforcing, prosecuting or continuing to prosecute any action or other
proceeding in any court of law or equity, arbitration tribunal, or administrative forum, asserting any of the Released Claims against
any of the Released Persons.


 


(c)
Upon the Effective Date, and as provided in the Stipulation, each of the Released Persons shall be deemed to have, and by operation of
this Judgment shall have, fully, finally, and forever released, relinquished, and discharged Plaintiffs, each and all of the Class Members,
and Plaintiffs’ counsel from all claims and causes of action of every nature and description (including Unknown Defendants’
Claims), whether arising under federal, state, common or foreign law, that arise out of or relate in any way to the institution, prosecution,
or settlement of the claims against Defendants, except for claims relating to the enforcement of the Settlement. Notwithstanding the
foregoing, nothing in this order shall be construed as limiting, modifying or otherwise affecting any insurance coverage or policies
that may be available to any of the Defendants or Released Persons.


 


11.
Any Plan of Allocation submitted by Lead Counsel or any order entered regarding any attorneys’ fee and expense application or application
by Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4) in connection with their representation of the Class shall in no way disturb or
affect this Judgment and shall be considered separate from this Judgment.


 


12.
Neither this order, the Settlement, the Stipulation, the Plan of Allocation contained therein, the negotiations leading to the execution
of the Stipulation and the Settlement, nor any proceedings taken pursuant to or in connection with the Stipulation, and/or approval of
the Settlement (including any arguments proffered in connection therewith), nor any communication relating thereto, is evidence, or an
admission or concession by any Settling Party or its counsel, of any fault, liability or wrongdoing whatsoever, as to any facts or claims
alleged or asserted in the Action, or any other actions or proceedings, or as to the validity or merit of any of the claims or defenses
alleged or asserted in any such action or proceeding.


 


13.
Defendants have denied and continue to deny liability and maintain that they have meritorious defenses, and have represented that they
entered into the Settlement solely in order to avoid the cost and burden of litigation.


 






    - 3 -


     


    

 


14.
Neither the Settlement, the Stipulation (whether or not consummated), including the Exhibits thereto and the Plan of Allocation contained
therein (or any other plan of allocation that may be approved by the Court), the negotiations leading to the execution of the Stipulation
and the Settlement, nor any proceedings taken pursuant to or in connection with the Stipulation, and/or approval of the Settlement (including
any arguments proffered in connection therewith) shall be:


 


(a)
offered or received against any Released Person as evidence of or construed as or deemed to be evidence of any presumption, concession,
or admission by any Released Person of the truth of any allegations by Plaintiffs or any Class Member of the validity of any claim that
has been or could have been asserted in the Litigation, or the deficiency of any defense that has been or could have been asserted in
the Litigation or in any other litigation, including, but not limited to, litigation of the Released Claims, or of any liability, negligence,
fault, or wrongdoing of any kind of any of the Released Persons or in any way referred to for any other reason as against any of the
Released Persons, in any civil, criminal, or administrative action or proceeding, other than such proceedings as may be necessary to
effectuate the provisions of the Stipulation;


 


(b)
offered or received against any Released Person as evidence of a presumption, concession, or admission of any fault, misrepresentations,
or omission with respect to any statement or written document approved or made by any Released Person, or against Plaintiffs or any Class
Member as evidence of any infirmity in the claims of Plaintiffs and the Class;


 


(b)
offered or received against any Released Person as evidence of a presumption, concession, or admission of any liability, negligence,
fault, or wrongdoing, or in any way referred to for any other reason as against any of the parties to the Stipulation, in any other civil,
criminal, or administrative action or proceeding; provided, however, that if the Stipulation is approved by the Court, Defendants and
their Related Parties may refer to it to effectuate the release granted them hereunder; or


 


(c)
construed against Released Persons, Plaintiffs, or the Class as evidence of a presumption, concession or admission that the consideration
to be given hereunder represents the amount which could be or would have been recovered after trial or in any proceeding other than this
Settlement.


 






    - 4 -


     


    

 


15.
Without affecting the finality of this Judgment in any way, this Court hereby retains continuing jurisdiction over: (a) implementation
of this Settlement and any award or distribution of the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement
Fund; (c) hearing and determining applications for attorneys’ fees, expenses, and interest in the Action and any requested award
for Plaintiffs; (d) all parties herein for the purpose of construing, enforcing, and administering the Stipulation; (e) Class Members
for all matters relating to the Action; and (f) other matters related or ancillary to the foregoing. The administration of the Settlement,
and the decision of all disputed questions of law and fact with respect to the validity of any claim or right of any Person to participate
in the distribution of the Net Settlement Fund, shall remain under the authority of this Court.


 


16.
The Court finds that during the course of the Action, the Settling Parties and their respective counsel at all times complied with the
requirements of Federal Rule of Civil Procedure 11.


 


17.
If the Settlement does not become effective in accordance with the terms of the Stipulation, or the Effective Date does not occur, then
this Judgment shall be rendered null and void to the extent provided by and in accordance with the Stipulation and shall be vacated and,
in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by and
in accordance with the Stipulation, and the Settlement Fund shall be returned in accordance with the Stipulation.


 


18.
Without further order of the Court, the Settling Parties may agree to reasonable extensions of time to carry out any of the provisions
of the Stipulation.


 


19.
Defendants have provided notification to all appropriate federal and state officials regarding the Settlement as required by 28 U.S.C.
§1715.


 


20.
The Court directs immediate entry of this Judgment by the Clerk of the Court.


 


IT
IS SO ORDERED. 


 


	DATED:	 	 	 
	 	 	 	THE HONORABLE CATHY SEIBEL
	 	 	 	UNITED STATES DISTRICT JUDGE






 


 


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