Form 8-K

8-K — ProCap Financial, Inc.

Accession: 0001493152-26-015249

Filed: 2026-04-06

Period: 2026-04-06

CIK: 0002076163

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0002076163

2026-04-06

0002076163

BRR:CommonStockParValue0.001PerShareMember

2026-04-06

0002076163

BRR:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember

2026-04-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 6, 2026

PROCAP

FINANCIAL, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42995

39-2767031

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

600

Lexington Avenue, Floor 2

New

York, New York 10022

(Address

of principal executive offices, including zip code)

(305)

938-0912

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

BRR

The

Nasdaq Stock Market LLC

Redeemable

warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share

BRRWW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

April 6, 2026 (the “Closing Date”), ProCap Financial, Inc., a Delaware corporation (the “Company”), completed

its previously announced acquisition of CFO Silvia, Inc, a Delaware corporation (“CFO Silvia”), pursuant to the Agreement

and Plan of Merger, dated as of February 9, 2026 (the “Merger Agreement”), by and among the Company, Silvia Merger Sub, Inc.,

a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), CFO Silvia, Inflection Points Inc,

a Delaware corporation (“Inflection Points”), Shain Noor (“Noor” and, together with Inflection Points, the “Sellers”),

and Shain Noor, solely in his capacity as the stockholder representative (the “Stockholder Representative”). Pursuant to

the Merger Agreement, Merger Sub merged with and into CFO Silvia, with CFO Silvia surviving as a direct wholly-owned subsidiary of the

Company (the “Merger”).

The

Merger was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on March 27, 2026.

Merger

Consideration. At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of CFO

Silvia common stock was converted into the right to receive shares of the Company’s common stock, par value $0.001 per share (“Company

Common Stock”), plus contingent rights to receive Escrow Shares and Earnout Shares, as described below.

The

aggregate merger consideration consisted of (i) 8,100,000 shares, which was reduced to

7,516,951 shares (the “Closing Shares”) to

account for certain unpaid liabilities as of the Closing Date, in accordance with the Merger Agreement, (ii)

900,000 shares of Company Common Stock (the “Escrow Shares”) deposited into escrow account with PNC Bank, N.A. acting as

escrow agent, to serve as security for indemnification obligations under the Merger Agreement for a period of twelve (12) months, and

(iii) up to 9,000,000 additional shares of Company Common Stock issuable as earnout consideration (the “Earnout Shares”)

if the daily volume-weighted average trading price of Company Common Stock determined as of ten (10) day-period ending the day prior

to the applicable determination date equals or exceeds $9.00 per share of Company Common Stock (the “Purchaser Trading Price”)

(subject to adjustment for stock dividends, splits, and similar recapitalizations) during the five-year period following the Closing

Date.

The

Closing Shares and Escrow Shares were issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the

“Securities Act”). The offer and sale of the Closing Shares and the Escrow Shares has not been registered under the Securities

Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Lock-Up

Agreements. In connection with the closing of the Merger (the “Closing”), each of the Sellers and the holders

(the “SAFE Holders”, and together with the Sellers, the “Holders”) of each outstanding simple agreement for

future equity of CFO Siliva (each, a “SAFE”) entered into lock-up agreements with the Company (the “Lock-Up

Agreements”). Under the Lock-Up Agreements, the Closing Shares and Escrow Shares issued at Closing are subject to transfer

restrictions for a period ending on the later of (A) the six-month anniversary of the Closing Date and (B) the date on which the

price of the Company Common Stock equals or exceeds the Purchaser Trading Price (subject to adjustment for stock dividends, splits,

and similar recapitalizations). Earnout Shares, if issued, are subject to a six-month lock-up following the Earnout Release Date (as

defined in the Merger Agreement). The Lock-Up Agreements contain customary exceptions for transfers to affiliates, family members,

trusts, and for tax obligations, among others. In addition, pursuant to the Merger Agreement, for a period of two (2) years

following the Closing Date, the Holders are subject to a separate restriction prohibiting participation in any repurchase by the

Company of Company Common Stock.

Escrow.

The Escrow Shares are being held in escrow for twelve (12) months following the Closing Date to secure the indemnification obligations

of the Holders under Article VIII of the Merger Agreement. The indemnification obligations are subject to a basket amount of $150,000,

after which indemnification is available from the first dollar.

Earnout.

The Earnout Shares will be issued if, during the five-year period following the Closing Date, the Purchaser Trading Price equals or exceeds

$9.00 per share of Company Common Stock (subject to adjustment for stock dividends, splits, and similar recapitalizations). The issuance

of the Earnout Shares to Noor is additionally conditioned upon his continued employment with the Company or its affiliates (or his termination

without cause) as of the Earnout Release Date.

Registration

Rights Agreement. In connection with the Merger, the Company entered into a Registration Rights Agreement with the Holders, pursuant

to which the Company agreed to register the resale of the Closing Shares, Escrow Shares, and Earnout Shares, if issued. Pursuant to the

Registration Rights Agreement, a majority-in-interest of the then outstanding Registrable Securities (as defined in the Registration

Rights Agreement) may make a written demand for registration of all or part of their Registrable Securities as soon as practicable, but

not more than 45 days after the Company’s receipt of the demand for registration. The Company will not be obligated to effect more

than three registrations pursuant to a demand registration. The Holders of Registrable Securities may at any time, request in writing

that the Company register the resale of any or all of the Registrable Securities on Form S-3 or any similar short-form registration statement;

within 30 days provided, however, that the Company will not be obligated to effect such request through an underwritten offering or if

Form S-3 is not available. The Registration Rights Agreement also provides customary piggyback registration rights (subject to underwriter

cutbacks) and allows the Company to postpone or withdraw the filing or effectiveness of a piggyback registration at any time in its sole

discretion. Furthermore, the Registration Rights Agreement includes certain restrictions on registration rights if in the Company’s

good faith the registration would be seriously detrimental to the Company. In such case, the Company will have the right to defer such

filing for a period of not more than 30 days; provided, however, that the Company will not defer its obligation in this manner more than

once in any 12-month period. The Registration Rights Agreement includes customary indemnification and contribution provisions and provides

that the Company will bear registration expenses (excluding underwriting discounts and commissions and fees of selling Holders’

counsel above an agreed cap). Registration rights will terminate with respect to a Holder when such Holder’s shares may be sold

without restriction under Rule 144, subject to customary conditions.

Non-Competition

Agreement. In connection with the Merger, Noor entered into a Non-Competition and Non-Solicitation Agreement with the Company

(the “Non-Competition Agreement”). The Non-Competition Agreement imposes a three-year restricted period, that among other

things, limits Noor from becoming a control person of a company that operates in the same or substantially similar line of business as

CFO Silvia in the United States and other covered markets, imposes employee and customer non-solicitation covenants and confidentiality

on Noor, provides for mutual non-disparagement obligations, includes customary equitable-relief and fee-shifting remedies (with tolling

during violations).

Tax

Treatment. The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal

Revenue Code of 1986, as amended.

SAFE

Termination Agreements. At or prior to the Effective Time, all outstanding SAFEs were terminated pursuant to SAFE termination

agreements (the “SAFE Termination Agreements”) by and among the Company, CFO Silvia, and each applicable SAFE Holder. Under

the SAFE Termination Agreements, each SAFE was canceled and of no further force or effect, and each SAFE Holder became entitled to receive

its pro rata portion of the Merger Shares, Escrow Shares, and Earnout Shares, if and when issued, allocable to such SAFE, in accordance

with the terms of the Merger Agreement, in exchange for a release of claims arising under the applicable SAFE (subject to customary exceptions

including fraud and willful misconduct).

The

foregoing descriptions of the Merger Agreement, the form of Lock-Up Agreement, the Registration Rights Agreement, the Non-Competition

Agreement, and the SAFE Termination Agreements do not purport to be complete and are qualified in their entirety by reference to the

full texts of such agreements, copies of which are filed as Exhibits 2.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this Current Report

on Form 8-K and are incorporated herein by reference.

Item

2.01 Completion of Acquisition or Disposition of Assets.

The

information set forth in Item 1.01 of this Current Report on Form 8-K regarding completion of the Merger, including the description of

the Merger Agreement and the transactions contemplated thereby, is incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of Closing Shares and Earnout Shares is

incorporated herein by reference.

The

Closing Shares and Earnout Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities

Act.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

of Certain Officers.

Appointment

of Shain Noor as Chief Technology Officer

Effective

as of the Closing Date, Shain Noor, age 26, was appointed as Chief Technology Officer of the Company, reporting to Anthony Pompliano,

the Company’s Chief Executive Officer. Prior to joining the Company, Mr. Noor served as President and Chief Executive Officer of

CFO Silvia since its founding. Mr. Noor is a co-founder of CFO Silvia and was responsible for the development and growth of the CFO Silvia

AI platform.

There

are no arrangements or understandings between Mr. Noor and any other persons pursuant to which Mr. Noor was selected as an officer. There

are no family relationships between Mr. Noor and any director or executive officer of the Company. There are no transactions in which

Mr. Noor has an interest requiring disclosure under Item 404(a) of Regulation S-K, other than as described herein and in the Company’s

definitive proxy statement filed with the SEC on March 2, 2026.

Employment

Agreement with Shain Noor

connection with the Merger, the Company entered into an Employment Agreement with Mr. Noor, effective as of April 6, 2026 (the “Noor

Employment Agreement”). The material terms of the Noor Employment Agreement are as follows:

Title:

Chief Technology Officer, reporting to the Chief Executive Officer.

Base

Salary: $700,000 per annum.

Signing

Bonus: A one-time cash signing bonus of $5,000,000, payable within ninety (90) days following the start date, subject to Mr. Noor’s

continued employment through the payment date.

Annual

Bonus: Target annual performance-based cash bonus of $300,000, subject to approval by the Compensation Committee (the “Compensation

Committee”) of the Board of Directors (the “Board”).

Equity

Award: Annual restricted stock unit awards with an aggregate grant date fair market value of $1,000,000, with the number of restricted

stock units determined by dividing $1,000,000 by the fair market value of a share of the Company Common Stock on the grant date, vesting

in equal annual installments over four (4) quarters, subject to continued employment.

Severance:

In the event of termination without Cause or resignation for Good Reason, Mr. Noor is entitled to (i) six (6) months of base salary

continuation, (ii) continued time-vesting of equity awards for six (6) months, and (iii) six (6) months of COBRA premium payments, in

each case subject to execution of a release of claims. In the event of termination without Cause or resignation for Good Reason within

six (6) months following a Change in Control, all unvested time-based equity awards will accelerate and vest in full.

At-Will

Employment: Mr. Noor’s employment is at-will and may be terminated by either party at any time for any reason, subject to sixty

(60) days’ prior written notice by Mr. Noor in the event of a voluntary resignation.

The

foregoing description of the Noor Employment Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the Noor Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is

incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

April 6, 2026, the Company issued a press release announcing the completion of the Merger. A copy of the press release is furnished as

Exhibit 99.1 to this Current Report on Form 8-K.

The

information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that

section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall

be expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

2.1#

Agreement and Plan of Merger, dated as of February 9, 2026, by and among ProCap Financial, Inc., Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection Points Inc, Shain Noor, and Shain Noor, as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on February 9, 2026).

10.1*†

Employment Agreement, dated as of April 3, 2026, by and between ProCap Financial, Inc. and Shain Noor.

10.2†

Form of Lock-Up Agreement, dated as of April 6, 2026, by and between ProCap Financial, Inc. and each of the Sellers and SAFE Holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 9, 2026).

10.3*†+

Non-Competition and Non-Solicitation Agreement, dated as of April 6, 2026, by and between ProCap Financial, Inc. and Shain Noor.

10.4*

Registration Rights Agreement, dated as of April 6, 2026, by and among ProCap Financial, Inc. and the equityholders party thereto.

10.5

Form of SAFE Termination Agreement, dated as of April 6, 2026, by and among ProCap Financial, Inc., CFO Silvia, Inc, and each SAFE Holder party thereto. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 9, 2026)

99.1**

Press Release, dated April 6, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

*Filed

herewith.

**Furnished

herewith.

Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule (or

similar attachment) will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential

treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

Indicates a management contract or compensatory plan.

†

Indicates certain portions of this document that constitute confidential information have been redacted in accordance with Regulation

S-K, Item 601(b)(2) or (10).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

PROCAP

FINANCIAL, INC.

Date:

April 6, 2026

By:

/s/

Anthony Pompliano

Name:

Anthony

Pompliano

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EMPLOYMENT

AGREEMENT

This

Employment Agreement (this “Agreement”) is made as of April 6, 2026 and is entered into by and between the ProCap Financial,

Inc. (the “Company”) and Shain Noor (“Employee”) (collectively with the Company, the “Parties”; each

of the Parties referred to individually as a “Party”).

WHEREAS,

the Company desires to employ Employee in accordance with the terms and conditions set forth below; and

WHEREAS,

Employee desires to be employed by the Company in accordance with the terms and conditions set forth below; and

NOW,

THEREFORE, in consideration of the promises and mutual covenants and agreements set forth in this Agreement, the Parties hereby agree

as follows:

1. EMPLOYMENT.

a. Title.

The Company hereby agrees to employ Employee, and Employee hereby accepts such employment,

as Chief Technology Officer, reporting to the Chief Executive Officer.

b. Employment

Period. Employee’s employment with the Company shall commence on April 6, 2026

(the “Start Date”). This Agreement shall be effective as of the Start Date and

shall continue until terminated in accordance with the terms of this Agreement.

c. Principal

Place of Employment. Employee’s principal place of employment shall be San

Francisco, CA; provided, however, that it is understood that travel may be necessary to fulfill

Employee’s duties hereunder.

d. At

Will Relationship. Employee’s employment shall be considered “at will”

in nature and, accordingly, either the Company or Employee may terminate this Agreement and

Employee’s employment at any time (subject to the prior notice requirements of this

Section 1(d) hereof) and for any reason, with or without cause. Nothing in this Agreement,

including but not limited to Section 3 hereof, shall be construed as, or shall interfere

with, abridge, limit, modify, or amend the “at will” nature of Employee’s

employment with the Company. Except as set forth in Section 3 of this Agreement, upon Employee’s

separation from employment with the Company (for any reason), all compensation and benefits

payable or provided to Employee shall, except as required by applicable law, terminate as

of the effective date of Employee’s termination (the “Termination Date”).

This Agreement and Employee’s employment may be terminated by Employee upon sixty (60)

days’ prior written notice to the Company (which notice period the Company may waive

or reduce, in whole or in part, in its sole discretion).

e. Duties

and Responsibilities. During Employee’s employment with the Company, Employee

shall at all times: (i) comply with the terms and conditions set forth in this Agreement;

(ii) perform and carry out such responsibilities, duties, and authorities as the Company

may direct, designate, request of, or assign to Employee from time to time, which shall include,

but not necessarily be limited to, such responsibilities, duties, and authorities that are

typically performed by and assigned to employees in similar positions within similar companies;

(iii) perform the duties and carry out the responsibilities assigned to him by the Company

to the best of his ability, in a trustworthy, business-like, and efficient manner for the

purpose of advancing the business and interests of the Company; (iv) devote sufficient time,

attention, effort, and skill to his position with and the business of the Company; (v) comply

with and abide by the Company’s policies, practices, and procedures (as may be amended

or otherwise modified from time to time by the Company); and (vi) comply with all laws, rules,

regulations, and licensing requirements of, or that may be applicable to, his employment

with the Company.

the event that any term(s) of this Agreement conflicts with a term(s) of any employee handbook, policy, practice, or procedure adopted

or maintained, at any time, by the Company, the term(s) of this Agreement shall control and supersede such conflicting term(s).

f. No

Conflicts. Employee represents and warrants that he is not bound by or subject to

any written or oral agreement, pact, covenant, or understanding with any previous or concurrent

employer, or any other party, that would limit, abridge, restrict, or interfere with, in

any way, his ability to perform his duties and obligations hereunder. Employee further represents

and warrants that the performance of his duties and obligations hereunder shall not violate

any written or oral agreement, pact, covenant, or understanding by and between him and any

previous or concurrent employer, or any other party. Employee further represents and warrants

that he will not use any trade secret, or confidential or proprietary information, of any

of his previous or concurrent employers, or that was obtained, learned, or procured during

any period of employment prior to or concurrent with his employment with the Company, in

connection with his employment with the Company or in the performance of his duties and obligations

hereunder.

2. COMPENSATION

AND BENEFITS. Subject to the terms and conditions of Sections 1 and 3 of this

Agreement and Employee’s continued employment with the Company, and in consideration

for the services to be provided hereunder by Employee, the Company hereby agrees to pay or

otherwise provide Employee with the following compensation and benefits during his employment

with the Company:

a. Signing

Bonus. The Company shall pay Employee a one-time sign-on cash bonus in the gross

amount of $5,000,000 (the “Sign-On Bonus”), subject to applicable tax withholdings

and authorized deductions.

The

Sign-On Bonus shall be paid in a single lump sum within ninety (90) days following Employee’s Start Date, provided that Employee

remains continuously employed by the Company through the payment date.

b. Annual

Salary. The Company shall pay Employee a base salary equal to $700,000 per year (as

it may be adjusted from time to time, the “Annual Salary”), less applicable taxes,

withholdings, and deductions, and any other deductions that may be authorized by Employee,

from time to time, in accordance with applicable federal, state, and/or local law. The Annual

Salary shall be payable in accordance with the Company’s standard payroll practices

and procedures, as in effect from time to time. Employee acknowledges and understands that

his position of employment with the Company is considered “exempt,” as that term

is defined under the Fair Labor Standards Act and applicable state or local law. As an exempt

employee, Employee is not eligible to receive overtime pay.

Notwithstanding

the foregoing, the Annual Salary may be reviewed by the Company from time to time and may be subject to upward or downward adjustment,

in the Company’s sole discretion, based upon a review and consideration of various factors, including but not limited to Employee’s

performance and/or the Company’s overall financial performance.

a. Bonus.

Employee shall be eligible to earn an annual performance-based cash bonus with a target amount

of $300,000 (the “Annual Bonus”), subject to approval by the Compensation Committee

of the Company’s Board of Directors (the “Compensation Committee”) in its

sole discretion.

The

Annual Bonus, if earned and approved, shall be paid in a single lump sum no later than March 15 of the calendar year immediately following

the calendar year to which the Annual Bonus relates, subject to applicable tax withholdings.

Except

as otherwise expressly provided in this Agreement, Employee must remain continuously employed by the Company through the end of the applicable

performance year in order to be eligible to earn and receive the Annual Bonus, and no prorated bonus shall be payable for any partial

year of service.

b. Equity

Award. Subject to approval by the Company’s Board of Directors or Compensation

Committee and the terms of the Company’s applicable equity incentive plan, the Company

shall grant Employee annual awards of restricted stock units with an aggregate grant date

fair market value of $1,000,000 (the “RSU Award”), with the number of restricted

stock units determined by dividing $1,000,000 by the fair market value of a share of the

Company’s common stock on the grant date.

The

RSU Awards shall vest in equal installments on a quarterly basis over one year following the grant date, subject to Employee’s

continued service with the Company through each applicable vesting date.

Except

as otherwise expressly provided in this Agreement or an applicable change in control or severance agreement, any unvested portion of

the RSU Award shall be forfeited immediately upon termination of Employee’s service with the Company for any reason.

c. Benefit

Plans. Employee shall be entitled to participate in any and all medical insurance,

group health, disability insurance, life insurance, incentive, savings, retirement, and other

benefit plans, if any, which are made generally available to similarly-situated employees

of the Company (and subject to eligibility requirements, enrollment criteria, and other terms

and conditions of such plans), and which the Company (or any affiliate maintaining any such

arrangement), in its sole discretion, may at any time amend, modify, or terminate, subject

to the terms and conditions of such plans and applicable federal, state, or local law.

a. Vacation

and Sick Leave. Employee shall be entitled to vacation and sick leave in accordance

with the Company’s respective vacation and sick leave policies, as in effect from time

to time.

b. Expenses.

Employee shall be entitled to reimbursement for all reasonable business expenses that he

incurs in connection with the performance of his duties and obligations hereunder. Upon presentment

by Employee of appropriate and sufficient documentation, as determined in the Company’s

sole discretion, the Company shall reimburse Employee for all such expenses in accordance

with the Company’s expense reimbursement policy, as in effect from time to time.

3. EFFECT

OF TERMINATION. Employee’s employment may be terminated by the Company for

Cause (as defined below) or without Cause or by resignation for any reason. In the event

of any such termination, Employee shall only be entitled to the following:

a. Termination

of Employment for Any Reason, Resignation by the Employee other than for Good Reason, or

Termination by the Company for Cause. If Employee’s employment is terminated for

any reason, is terminated by the Company for Cause or Employee resigns from his employment

for any reason other than Good Reason (defined below), then in full satisfaction of the Company’s

obligations under this Agreement, Employee shall be entitled to receive (i) any vacation

accrued but unused as of the Termination Date, subject to the Company’s policies regarding

vacation pay, and (ii) any Annual Salary earned but unpaid as of the Termination Date (the

“Accrued Obligations”).

b. Termination

by the Company without Cause or by Employee for Good Reason. If Employee’s employment

is terminated by the Company without Cause or by the Employee for Good Reason, subject to

the Employee executing and not revoking a general release of all claims against the Company,

its subsidiaries, and any of their respective affiliates in a form to be provided to Employee

from the Company (a “Release”) and the expiration of any applicable revocation

period with respect to the Release within forty-five (45) days after the Employee’s

Termination Date (the last day of the maximum period of time that the Release can be executed

and no longer revocable, the “Release Consideration Expiration Date”, and the

actual date in which the Release is fully effective and no longer revocable, the “Release

Effective Date”), then in full satisfaction of the Company’s obligations under

this Agreement, Employee shall be entitled to receive: (i) an amount equal to six (6) months

of then-current Annual Salary, as of the Termination Date, which shall be paid, in equal

monthly installments in accordance with the Company’s general payroll practices, with

the first installment to be paid on the first payroll date following the effective date of

the Release (the “Severance Payment Commencement Date”), with any such payments

that would have otherwise been made to Employee following their Termination Date but prior

to the Release Effective Date to be paid on the Severance Payment Commencement Date; (ii)

continued time-vesting of any unvested Equity Awards for six (6) months following the Employee’s

Termination Date; provided, however, that if Employee terminates for Good Reason or is terminated

by the Company without Cause within six (6) months following a Change in Control (defined

below), all unvested time-based Equity Awards shall accelerate and vest in full; (iii) payment

by the Company of the monthly COBRA costs of continued coverage following the Termination

Date for a period of time up to six (6) months; provided, such payments shall cease upon

Employee or his dependents obtaining coverage under another health plan.

For

purposes herein, “Cause” shall mean the occurrence of any one or more of the following events, as determined in the sole

discretion of the Company:

a. Willful

Misconduct or Gross Negligence: Employee’s willful misconduct, gross negligence,

or material failure to perform the duties and responsibilities of their position (other than

as a result of physical or mental incapacity), after written notice from the Company and

a reasonable opportunity to cure, if curable.

b. Violation

of Policies: Employee’s violation of any written policy, code of conduct, or procedure

of the Company, its subsidiaries, or any of their respective affiliates, including but not

limited to those relating to harassment, discrimination, workplace safety, or substance abuse.

c. Dishonesty

or Fraud: Employee’s commission of, or participation in, any act of fraud, dishonesty,

embezzlement, misappropriation, or other act of material misconduct with respect to the Company,

its subsidiaries, or any of their respective affiliates.

d. Criminal

Conduct: Employee’s indictment for, conviction of, or plea of guilty or nolo contendere

to, a felony or any crime involving moral turpitude, dishonesty, or theft.

e. Breach

of Agreement or Fiduciary Duty: Employee’s material breach of this Agreement or

any other written agreement with the Company, its subsidiaries, or any of their respective

affiliates, or Employee’s breach of any fiduciary duty owed to the Company, its subsidiaries,

or any of their respective affiliates.

f. Unauthorized

Disclosure: Employee’s unauthorized use or disclosure of any confidential or proprietary

information of the Company, its subsidiaries, or any of their respective affiliates.

For

purposes herein, “Good Reason” means there has been, without the consent of Employee, the occurrence of any of the following

grounds that has not been cured by the Company within thirty (30) days after written notice to the Company of such purported grounds

(which notice must be provided within thirty (30) days following the actual knowledge by Employee of such purported grounds): (i) a material

diminution in Employee’s Annual Salary; provided, however that a material reduction in the Employee’s Annual Salary pursuant

to a salary reduction program affecting all or substantially all of the employees of the Company and that does not adversely affect the

Employee to a greater extent than other similarly situated employees shall not constitute Good Reason; (ii) a material diminution of

Employee’s authority, duties, or responsibilities (other than during a suspension or investigation of grounds that may constitute

Cause); or (iii) Employee being required to relocate the Employee’s primary work location to a facility or location that would

increase the Employee’s one way commute distance by more than twenty-five miles from the Employee’s primary work location

as of immediately prior to such change.

the Company timely cures the condition giving rise to Good Reason for Employee’s resignation, the notice of termination shall become

null and void.

For

purposes herein, a “Change in Control” means and includes each of the following, unless provided otherwise in Employee’s

applicable award agreement:

a. A

transaction or series of transactions (other than an offering of common stock to the general

public through a registration statement filed with the Securities and Exchange Commission)

whereby any “person” or related “group” of “persons”

(as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of

1934, as amended from time to time (the “Exchange Act”)) directly or indirectly

acquires beneficial ownership (within the meaning of Rules 13d-3 and 13d-5 under the Exchange

Act) of securities of the Company possessing more than fifty percent (50%) of the total combined

voting power of the Company’s securities outstanding immediately after such acquisition;

provided, however, that the following acquisitions shall not constitute a Change in Control:

(i) any acquisition by the Company or any of its subsidiaries; (ii) any acquisition by an

employee benefit plan maintained by the Company or any of its subsidiaries; or (iii) in respect

of an award held by Employee, any acquisition by the Employee or any group of persons including

the Employee (or any entity controlled by the Employee or any group of persons including

the Employee); or

b. The

incumbent directors cease for any reason to constitute a majority of the Board; or

c. The

consummation by the Company (whether directly involving the Company or indirectly involving

the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization,

or business combination, (y) a sale or other disposition of all or substantially all of the

Company’s assets in any single transaction or series of related transactions, or (z)

the acquisition of assets or stock of another entity, in each case other than a transaction:

i. which

results in the Company’s voting securities outstanding immediately before the transaction

continuing to represent (either by remaining outstanding or by being converted into voting

securities of the Company or the person that, as a result of the transaction, controls, directly

or indirectly, the Company or owns, directly or indirectly, all or substantially all of the

Company’s assets or otherwise succeeds to the business of the Company (the Company

or such person, the “Successor Entity”)) directly or indirectly, at least a majority

of the combined voting power of the Successor Entity’s outstanding voting securities

immediately after the transaction, and

ii. after

which no person or group beneficially owns voting securities representing fifty percent (50%)

or more of the combined voting power of the Successor Entity; provided, however, that no

person or group shall be treated for purposes of this Section as beneficially owning fifty

percent (50%) or more of the combined voting power of the Successor Entity solely as a result

of the voting power held in the Company prior to the consummation of the transaction; and

iii. after

which at least a majority of the members of the board of directors (or the analogous governing

body) of the Successor Entity were Board members at the time of the Board’s approval

of the execution of the initial agreement providing for such transaction; or

d. The

date which is ten (10) business days prior to the completion of a liquidation or dissolution

of the Company.

5. CONFIDENTIALITY.

a. Confidential

Information. Employee acknowledges that during his employment with the Company, and

by the nature of Employee’s duties and obligations hereunder, Employee will come into

close contact with confidential information of the Company and/or Public Company and their

respective subsidiaries, affiliates, and/or other related entities, as applicable, including

but not limited to: trade secrets, know-how, Intellectual Property (as that term is defined

below), business plans, client/customer lists, pricing, sales and marketing information,

products, research, algorithms, market intelligence, services, technologies, concepts, methods,

sources, methods of doing business, patterns, processes, compounds, formulae, programs, devices,

tools, compilations of information, development, manufacturing, purchasing, engineering,

computer programs (whether in source code or object code), theories, techniques, procedures,

strategies, systems, designs, works of art, the identity of and any information concerning

affiliates or customers, or potential customers, information received from others that the

Company or Public Company and their respective subsidiaries and affiliates are obligated

to treat as confidential or proprietary, and any other technical, operating, non-public financial,

and other business information that has commercial value, whether relating to the Company

or Public Company, their business, potential business, or operations, or the business of

any of the Company’s or Public Company’s respective affiliates, subsidiaries,

related entities, clients, customers, suppliers, vendors, licensees, or licensors, that Employee

may develop or of which Employee may acquire knowledge during his employment with the Company,

or from his colleagues while working for the Company, whether prior to, during, or subsequent

to his execution of this Agreement, and all other business affairs, methods, and information

not readily available to the public (collectively, “Confidential Information”).

Confidential Information does not include: (i) Employee’s general skills and experience;

(ii) information that was lawfully in Employee’s possession prior to his employment

with the Company (other than through breach by a third party of any confidentiality obligation

to the Company or Public Company and their respective subsidiaries and affiliates); (iii)

information that is or becomes publicly available without any direct or indirect act or omission

on Employee’s part; (iv) information that is required to be disclosed pursuant to any

applicable law, regulation, judicial or administrative order or decree, or request by other

regulatory organization having authority pursuant to the law; provided, however, that, except

as set forth in and subject to Section 5(b) of this Agreement, Employee shall first have

given reasonable notice to the Company prior to making such disclosure; or (v) information

that is generally known within the industries or trades in which the Company or Public Company

and their respective subsidiaries and affiliates transact business.

The

term “Intellectual Property” means all discoveries, procedures, designs, creations, developments, improvements, methods,

techniques, practices, methodologies, data models, databases, scripts, know-how, processes, algorithms, application program interfaces,

software programs, software source documents and training manuals, codes, formulae, works of authorship, mask-works, reports, memoranda,

ideas, inventions, customer lists, business and/or financial information, and contributions of any kind, whether or not they are patentable,

registrable, or protectable under federal or state patent, copyright, or trade secret laws, or similar statutes, or protectable under

common-law principles, and regardless of their form or state of development, that are made, conceived, generated, or reduced to practice

by Employee, in whole or in part, either alone or jointly with others, or while Employee was serving as an officer, director, employee,

or consultant of, or in any other capacity with, the Company. Notwithstanding anything else in this Agreement, and as it used in this

Section 5, the term “Intellectual Property” excludes any software program, application program interface, equipment, supplies,

resources, facilities, data, products, information, materials, or trade secrets used by the Company or Public Company and their respective

subsidiaries and affiliates, and which was developed entirely on Employee’s own time, unless said Intellectual Property: (i) relates

to the Company’s or Public Company’s and their respective subsidiaries and affiliates business or potential business; or

(ii) results from tasks assigned to Employee by the Company or from work performed by Employee for the Company.

Employee

acknowledges and agrees that each and every part of the Company’s and/or Public Company’s and their respective subsidiaries

and affiliates Confidential Information: (a) has been developed by the Company or Public Company and their respective subsidiaries and

affiliates at significant effort and expense; (b) is sufficiently secret to derive economic value from not being generally known to other

parties; (c) is proprietary to and a trade secret of the Company or Public Company and their respective subsidiaries and affiliates and,

as such, is a valuable, special, and unique asset of the Company or Public Company and their respective subsidiaries and affiliates;

and (d) constitutes a protectable business interest of the Company or Public Company and their respective subsidiaries and affiliates.

Employee further acknowledges and agrees that any unauthorized use or disclosure of any Confidential Information by Employee will cause

irreparable harm and loss to the Company and/or Public Company and their respective subsidiaries and affiliates. Employee acknowledges

and agrees that the Company and/or Public Company and their respective subsidiaries and affiliates own the Confidential Information.

Employee agrees not to dispute, contest, or deny any such ownership rights either during or after Employee’s employment with the

Company.

recognition of the foregoing, and except as set forth in and subject to Section 5(b) of this Agreement, Employee covenants and agrees

as follows:

i. Employee

will use Confidential Information only in the performance of his duties and obligations hereunder

for the Company. Employee will not use Confidential Information, directly or indirectly,

at any time during or after his employment with the Company, for his personal benefit, for

the benefit of any other person or entity, or in any manner adverse to the interests of the

Company or Public Company and their respective subsidiaries and affiliates. Further, Employee

will keep secret all Confidential Information and will not make use of, divulge, or otherwise

disclose Confidential Information, directly or indirectly, to anyone outside of the Company,

except with the Company’s prior written consent;

ii. Employee

will take all necessary and reasonable steps to protect Confidential Information from being

disclosed to anyone within the Company who does not have a need to know the information and

to anyone outside of the Company, except with the Company’s prior written consent;

iii. Employee

shall not at any time remove, copy, download, or transmit any information from the Company

and/or Public Company and their respective subsidiaries and affiliates during the term of

this Agreement, except for the benefit of the Company and in accordance with this Agreement

and the Company’s policies; and

iv. Promptly

upon Employee’s termination, and in any event no later than three (3) business days

after Employee’s employment with the Company ceases, Employee shall return to the Company

or Public Company and their respective subsidiaries and affiliates any and all Confidential

Information in his possession, custody, or control, including but not limited to all memoranda,

notes, records, plans, reports, forecast, marketing information, financial records and information,

employee or contractor records and files, client lists, training materials, trade secrets,

and all other documents (and all copies thereof), whether in electronic or hard copy form,

which Employee obtained while employed by the Company or otherwise serving or acting on behalf

of the Company, or which Employee may then possess or have under Employee’s control.

b. Duration

of Covenant. Employee acknowledges and agrees that his obligations under this Section

5 of the Agreement shall remain in effect forever.

Notwithstanding

the foregoing, nothing in this Agreement shall be construed as, or shall interfere with, abridge, limit, restrain, or restrict Employee’s

(or his attorney’s) right, without prior authorization from or notification to the Company: (i) to engage in any activity or conduct

or any provision of the National Labor Relations Act (and, in fact, this Section 5 of the Agreement shall not apply to, among other things,

any discussion of company wages, hours, and working conditions as protected by the National Labor Relations Act and/or any other applicable

federal, state, or local law); (ii) to communicate with any federal, state, or local government agency charged with the enforcement and/or

investigation of claims of discrimination, harassment, retaliation, improper wage payments, or any other unlawful employment practices

under federal, state, or local law, or to file a charge, claim, or complaint with, or participate in or cooperate with any investigation

or proceeding conducted by, any such agency; (iii) to report possible violations of federal, state, or local law or regulation to any

government agency or entity, including but not limited, to the extent applicable, to the U.S. Department of Labor, the Department of

Justice, the Securities and Exchange Commission (the “SEC”), the Congress, and/or any agency Inspector General, or make other

disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation; or (iv) to communicate

directly with, respond to any inquiry from, or provide testimony before, to the extent applicable, the SEC, the Financial Industry Regulatory

Authority, any other self-regulatory organization, or any other federal, state, or local regulatory authority, regarding this Agreement

or its underlying facts or circumstances.

addition, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a

trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or

to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint

or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, in the event that Employee files

a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to his attorney

and use the trade secret information in the court proceeding, if Employee: (A) files any document containing the trade secret under seal;

and (B) does not disclose the trade secret, except pursuant to court order.

the extent that this Agreement conflicts with the federal Speak Out Act (Public Law No: 117-224), said act shall control and supersede

the conflicting portion of this Agreement. Nothing in this Section shall prohibit Employee from using general knowledge, skills, and

experience acquired during employment, consistent with California Business & Professions Code § 16600.

c. Retention

of All Other Rights. Employee’s obligations under this Section 5 of the Agreement

are in addition to, and not in place or lieu of, any other statutory or common law obligations

that Employee may have with regard to the maintenance, preservation, protection, use, and/or

disclosure of Confidential Information, and the Company specifically reserves all rights

it may have against Employee should Employee violate any such statutory or common law obligations.

6. INJUNCTIVE

RELIEF. Employee agrees that it would be difficult to measure any damages caused

to the Company and/or Public Company and their respective subsidiaries and affiliates which

might result from any breach by Employee of the covenants and agreements set forth in Sections

4 and 5 of this Agreement, and that in any event money damages would be an inadequate remedy

for any such breach. Accordingly, and notwithstanding any other provision of this Agreement,

Employee agrees that if Employee breaches, or the Company or Public Company and their respective

subsidiaries and affiliates reasonably believe that Employee is likely to breach, Sections

4 or 5 of this Agreement, the Company and/or Public Company and their respective subsidiaries

and affiliates shall be entitled, in addition to all other remedies that it may have, to

an injunction or other appropriate equitable relief to restrain any such breach, without

showing or proving any actual damage to the Company or Public Company and their respective

subsidiaries and affiliates. Any award or relief to the Company or Public Company and their

respective subsidiaries and affiliates may, in the discretion of the court, include the Company’s

or Public Company’s and their respective subsidiaries and affiliates costs and expenses

of enforcement (including reasonable attorneys’ fees, court costs, and expenses). Nothing

contained in this Section 6 of the Agreement or in any other provision of the Agreement shall

restrict or limit in any manner the Company’s and/or Public Company’s and their

respective subsidiaries and affiliates right to seek and obtain any form of relief, legal

or equitable, and shall not waive the Company’s and/or Public Company’s and their

respective subsidiaries and affiliates right to any other relief related to any dispute arising

out of this Agreement or related to Employee’s employment with the Public Company.

4. NOTICES.

Any notice or other communication required or permitted to be given hereunder shall be in

writing and shall be deemed to have been given (i) when delivered personally or by hand (with

written confirmation of receipt); (ii) if sent by a nationally-recognized overnight courier,

on the date received by the addressee (with written confirmation of receipt); or (iii) on

the date sent by electronic mail or facsimile (with confirmation of transmission), to the

recipient(s) and address(es) specified below (or to such other recipient and/or address as

either Party may, from time to time, designate in writing in accordance with the terms and

conditions of this Agreement).

5. LEGAL

REPRESENTATION. Employee acknowledges that he was advised to consult with, and has

had ample opportunity to receive the advice of, independent legal counsel before executing

this Agreement – and the Company hereby advises Employee to do so – and that

Employee has fully exercised that opportunity to the extent he desired. Employee acknowledges

that he had ample opportunity to consider this Agreement and to receive an explanation from

such legal counsel of the legal nature, effect, ramifications, and consequences of this Agreement.

Employee warrants that he has carefully read this Agreement, that he understands completely

its contents, that he understands the significance, nature, effect, and consequences of signing

it, and that he has agreed to and signed this Agreement knowingly and voluntarily of his

own free will, act, and deed, and for full and sufficient consideration.

6. ENTIRE

AGREEMENT; AMENDMENT. This Agreement constitutes the entire agreement between the

Parties relating to the subject matter hereof, and supersedes all prior agreements and understandings,

whether oral or written, with respect to the same. In entering into and performing under

this Agreement, neither the Company nor Employee has relied upon any promises, representations,

or statements except as expressly set forth herein. No modification, alteration, amendment,

revision of, or supplement to this Agreement shall be valid or effective unless the same

is memorialized in a writing signed by both by Employee and a duly-authorized representative

or agent of the Company. Neither e-mail correspondence, text messages, nor any other electronic

communications constitutes a writing for purposes of this Section 10 of the Agreement.

7. GOVERNING

LAW. This Agreement shall in all respects be interpreted, enforced, and governed

by and in accordance with the internal substantive laws (and not the conflict of laws principals

thereof) of the State of California. Each of the Parties hereto submits to the jurisdiction

of the federal and state courts of San Francisco, California (or any appellate court thereof)

in any action or proceeding arising out of or relating to this Agreement.

8. ASSIGNMENT.

This Agreement shall not be assignable by Employee, but shall be binding upon Employee and

upon his heirs, administrators, representatives, executors, and successors. This Agreement

shall be freely assignable by the Company without restriction and, without limitation of

the foregoing, shall be deemed automatically assigned by the Company with Employee’s

consent in the event of any sale, merger, share exchange, consolidation, or other business

reorganization. This Agreement shall inure to the benefit of the Company and its successors

and assigns.

9. SEVERABILITY.

If one or more of the provisions of this Agreement is deemed void by law, then the remaining

provisions shall continue with full force and effect and, if legally permitted, such offending

provision or provisions shall be replaced with an enforceable provision or enforceable provisions

that as nearly as possible effects the Parties’ intent. Without limiting the generality

of the foregoing, the Parties hereby expressly state their intent that, to the extent any

provision of this Agreement is deemed unenforceable due to the scope, whether geographic,

temporal, or otherwise, being deemed excessive, unreasonable, and/or overbroad, the court,

person, or entity rendering such opinion regarding the scope shall modify such provision(s),

or shall direct or permit the Parties to modify such provision(s), to the minimum extent

necessary to cause such provision(s) to be enforceable.

10. SURVIVAL.

Upon the termination or expiration of this Agreement, the entire Agreement shall survive

such termination or expiration, and shall continue, with full force and effect, in accordance

with their respective terms and conditions.

11. WAIVER.

The failure of either Party to insist, in any one or more instances, upon the performance

of any of the terms, covenants, or conditions of this Agreement or to exercise any right

hereunder, shall not be construed as a waiver or relinquishment of the future performance

of any rights, and the obligations of the Party with respect to such future performance shall

continue with full force and effect. No waiver of any such right will have effect unless

given in a writing signed by the Party against whom the waiver is to be enforced.

12. COMPLIANCE

WITH SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“SECTION 409A”).

a. It

is the intention of the Parties that all payments and benefits under this Agreement (and

any amendment hereto) shall be made and provided in a manner that is either exempt from or

compliant with Section 409A of the Internal Revenue Code and the rules, regulations and notices

thereunder (“Code Section 409A”). Any ambiguity in this Agreement (or any amendment

hereto) shall be interpreted to comply with the above. Employee acknowledges that the Company

has made no representations and makes no guarantee as to the treatment of the compensation

and benefits provided hereunder and Employee has been advised to obtain his own tax advice,

and further, Employees agrees that the Company and the Company’s officers, employees,

agents, equity holders, successors, affiliates and representatives shall have no liability

for any of the payments or benefits under this Agreement or any other arrangement failing

to be exempt from or to comply with Code Section 409A. Each amount or benefit payable pursuant

to this Agreement (and any amendment hereto) shall be a separate payment for purposes of

Code Section 409A. For all purposes of this Agreement, any iteration of the word “termination”

(e.g., “terminated”) with respect to Employee’s employment shall mean a

separation from service within the meaning of Code Section 409A. Without limiting the generality

of the foregoing, for purposes of this Agreement, Employee shall be considered to have a

termination of employment only if such termination is a “separation from service”

within the meaning of Code Section 409A. If a Release Consideration Expiration Date could

occur in a subsequent tax year, none of the payments set forth in Section 3(b) herein shall

commence earlier than the second taxable year.

b. To

the extent that the reimbursement of any benefits or the provision of any in-kind kind benefits

pursuant to this Agreement is subject to Code Section 409A: (a) the amount of such expenses

eligible for reimbursement, or in-kind benefits to be provided hereunder during any calendar

year shall not affect the amount of such expenses eligible for reimbursement or in-kind benefits

to be provided hereunder in any other calendar year; (b) all such expenses eligible for reimbursement

hereunder shall be paid to the Employee no later than December 31st of the calendar

year following the calendar year in which such expenses were incurred; and (c) Employee’s

right to receive any such reimbursements or in-kind benefits shall not be subject to liquidation

or exchange for any other benefits.

c. Notwithstanding

anything in this Agreement to the contrary, in the event the stock of the Company (or its

successor) is publicly traded on an established securities market or otherwise and the Employee

is a “specified employee” (as determined under the Company’s administrative

procedure for such determinations, in accordance with Code Section 409A) at the time of Employee’s

termination of employment, any payments under this Agreement that are deemed to be deferred

compensation subject to Code Section 409A and payable in connection with a separation from

service shall not be paid or begin payment until the earlier of (a) Employee’s death

or (b) the first day following the six (6) month anniversary of the Termination Date. If

the payment of any amounts under this Agreement are delayed as a result of the previous sentence,

on the first day following the end of the six (6) month period, the Company shall pay Employee

a lump sum amount equal to the cumulative amounts that would have otherwise been previously

paid to Employee under this Agreement during such six (6) month period, without interest

thereon. To the extent permitted under Code Section 409A, any separate payment or benefits

under this Agreement or otherwise shall not be “deferred compensation” subject

to Code Section 409A and the six-month delay provided in this subsection, to the extent provided

in the exceptions in Treasury Regulation Section 1.409A-1(b)(4) and (b)(9) and any other

applicable exception or provision under Code Section 409A.

13. TAXES.

The Parties acknowledge and agree that the Company may withhold from any amounts payable

under this Agreement such federal, state, local, and foreign taxes and withholdings as may

be required to be withheld pursuant to any applicable law, rule, or regulation.

14. SECTION

HEADINGS. The section headings used in this Agreement are included solely for convenience,

and shall not affect, or be used in connection with, the interpretation of this Agreement.

Any reference to any gender in this Agreement shall include, where appropriate, any other

gender.

15. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which will be deemed

to be an original copy of this Agreement and all of which, when taken together, will be deemed

to constitute one and the same agreement.

WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

EMPLOYEE:

ProCap Financial,

Inc.

By:

/s/ Shain Noor

By:

/s/

Anthony Pompliano

Shain

Noor

Anthony

Pompliano

CEO

EX-10.3

Filename: ex10-3.htm · Sequence: 3

Exhibit 10.3

Certain identified information has been excluded

from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information

that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes

to furnish a copy of all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

The omitted schedules and exhibits are (i) not material and (ii) customarily treated by the Registrant as private

and confidential.

NON-COMPETITION

AND NON-SOLICITATION AGREEMENT

THIS

NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of

April 6, 2026 (the “Effective Date”), by Shain Noor (the “Subject Party”),

in favor of and for the benefit of ProCap Financial, Inc., a Delaware corporation (“Pubco”), and each

of the Pubco’s respective present and future Affiliates (other than the Subject Party, but including (though not limited to) the

Company (as defined below)), and their respective successors and direct and indirect Subsidiaries (collectively with Pubco, the “Covered

Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the

Merger Agreement (as defined below).

WHEREAS,

on or about the date hereof, Pubco, CFO Silvia, Inc, a Delaware corporation (the “Company”), the Subject Party,

and the other parties thereto entered into that certain Agreement and Plan of Merger (as may be amended from time to time in accordance

with the terms thereof, the “Merger Agreement”), pursuant to which, among other matters, upon the consummation

of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into the Company,

with the Company continuing as the surviving company (the “Merger” and, together with the other transactions

contemplated by the Merger Agreement, the “Transactions”), and equity holders of the Company will receive shares

of Purchaser Capital Stock in exchange for the equity held by such holders in accordance with the Merger Agreement, and as a result of

the Merger, the Company will become a wholly owned subsidiary of Pubco, all upon the terms and subject to the conditions set forth in

the Merger Agreement;

WHEREAS,

in connection with, and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Transactions,

including the protection and maintenance of the goodwill and confidential information of the Company, Pubco has required that the Subject

Party enter into this Agreement; and

WHEREAS,

the Subject Party, as a former and/or current direct or indirect equity holder, director, officer or employee of the Company, has contributed

to the value of the Company and has obtained extensive and valuable knowledge and confidential information concerning the business of

the Company, being all of the operations and activities of the Company prior to the Closing Date, as operated after the Closing Date

by the Surviving Corporation or Pubco or any of its Affiliates (the “Business”).

NOW,

THEREFORE, in order to induce Pubco to enter into the Merger Agreement and consummate the Transactions, and for other good and valuable

consideration, the receipt and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:

Restriction on Competition.

(a)

Restriction. The Subject Party hereby agrees that, during the period from the Effective Date until the date that is three (3)

years following the Closing Date (the “Restricted Period”), the Subject Party will not, directly or indirectly,

through affiliates or otherwise, without the prior written consent of Pubco (which may be withheld in its sole discretion), anywhere

in the United States or in any other markets in which the Covered Parties are engaged, or are actively contemplating to become engaged,

in the Business as of the Effective Date or during the Restricted Period (the “Territory”), become a Control

Person of a company that operates in the same or substantially similar line of Business (other than through a Covered Party or with regard

to the Person or Persons identified in Exhibit A hereto (as such exhibit may be updated from time to time during prior to the

Closing by mutual agreement in writing of Pubco and the Subject Party (the “Carveout Persons”))). For purposes

of this Agreement, “Control Person” shall mean (i) the chairman of a board of directors, executive officer

or president, or (ii) the owner of such equity interests or right to acquire equity interests of a Person which entitles the holder thereof

to the ability to manage or control such Person.

(b)

Acknowledgment. The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s

own education, experience and training, that (i) the Subject Party possesses knowledge of confidential information of the Company and

the Business, (ii) the Subject Party’s execution of this Agreement is a material inducement to Pubco and the Company to consummate

the Transactions and to realize the goodwill of the Company, for which the Subject Party and/or its Affiliates will receive a substantial

direct or indirect financial benefit, and that Pubco and the Company would not have entered into the Merger Agreement or consummated

the Transactions but for the Subject Party’s agreements set forth in this Agreement, (iii) it would impair the goodwill of the

Company and reduce the value of the assets of the Company and cause serious and irreparable injury if the Subject Party were to use its

ability and knowledge by engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations contained

herein and that the Covered Parties would not have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject

Party, directly or indirectly, through affiliates or otherwise, has no intention of engaging in the Business (other than through the

Covered Parties or with regard to the Carveout Persons) during the Restricted Period other than through the Carveout Persons, (v) the

relevant public policy aspects of restrictive covenants, covenants not to compete and non-solicitation provisions have been discussed,

and every effort has been made to limit the restrictions placed upon the Subject Party to those that are reasonable and necessary to

protect the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the Business everywhere

in the Territory and compete with other businesses that are or could be located in any part of the Territory, (vii) the foregoing restrictions

on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope and duration, (viii) the consideration

provided to the Subject Party under this Agreement and the Merger Agreement is not illusory, and (ix) such provisions do not impose a

greater restraint than is necessary to protect the goodwill or other business interests of the Covered Parties.

No Solicitation; No Disparagement.

(a)

No Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will

not, without the prior written consent of Pubco (which may be withheld in its sole discretion), either on its own behalf or on behalf

of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf of the

Covered Parties, directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing)

any Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (ii)

in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided,

however, the Subject Party will not be deemed to have violated this Section 2(a) if any Covered Personnel voluntarily and

independently solicits an offer of employment from the Subject Party (or other Person whom any of them is acting on behalf of) by responding

to a general advertisement or solicitation program conducted by or on behalf of the Subject Party (or such other Person whom any of them

is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally. For purposes of this Agreement,

“Covered Personnel” shall mean any Person who is or was an employee, consultant or independent contractor of

the Covered Parties, as of such date of the relevant act prohibited by this Section 2(a) or during the six (6) month period preceding

such date.

(b)

Non-Solicitation of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party will

not, without the prior written consent of Pubco (which may be withheld in its sole discretion), individually or on behalf of any other

Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf of the Covered Parties),

directly or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered

Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business

or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in

a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or

attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any

business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage

in or do business with, any Covered Customer for products or services that are part of the Business (for the avoidance of doubt, the

foregoing will not prevent the Subject Party from soliciting a Covered Customer for products or services that are not part of the Business);

or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent

or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered

Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person

who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or

taken specific action to make a proposal) of a Covered Party, as of such date of the relevant act prohibited by this Section 2(b)

or during the six (6) month period preceding such date.

(c)

Non-Disparagement. Each of the Subject Party and Pubco agrees that from and after the Closing until the one (1) year anniversary

of the end of the Restricted Period, each of the Subject Party, Pubco, and their respective Affiliates will not, directly or indirectly

engage in any conduct that involves the making or publishing (including through electronic mail distribution or online social media)

of any written or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports

or comments) that are disparaging, deleterious or damaging to the integrity, reputation or good will of one or more Covered Parties or

the Subject Party, as applicable, or their respective management, officers, employees, independent contractors or consultants. Notwithstanding

the foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not restrict Pubco or the Subject

Party from providing truthful testimony or information in response to a subpoena or investigation by a Governmental Entity or in connection

with any legal action by Pubco or the Subject Party against any Covered Party under this Agreement, the Merger Agreement or any other

ancillary document thereto that is asserted by Pubco or the Subject Party in good faith.

Confidentiality. From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential

and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or

indirectly use, disclose, reveal, publish, transfer or provide access to, any and all Covered Party Information without the prior written

consent of the Pubco (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information”

means all material and information relating to the business, affairs and assets of any Covered Party, including material and information

that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative,

management, operational, data processing, financial, marketing, customers, sales, human resources, employees, vendors, business development,

planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,

or other form, that is: (A) gathered, compiled, generated, produced or maintained by such Covered Party through its Representatives,

or provided to such Covered Party by its suppliers, service providers or customers; and (B) intended and maintained by such Covered Party

or its Representatives, suppliers, service providers or customers to be kept in confidence. Covered Party Information also includes information

disclosed to any Covered Party by a third party to the extent that a Covered Party has an obligation of confidentiality in connection

therewith. The obligations set forth in this Section 3 will not apply to any Covered Party Information where the Subject Party

can prove that such material or information: (i) is known or available through other lawful sources that is not bound by a confidentiality

agreement or other confidentiality obligation with respect to such material or information; (ii) is or becomes publicly known through

no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already

in the possession of the Subject Party at the time of disclosure through lawful sources that is not bound by a confidentiality agreement

or other confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed

pursuant to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is

given reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable

request of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure

is still required, the Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly

required by such order, as it may be subsequently narrowed). For purposes of this Section 3, “Representatives”

means the Subject Party’s attorneys, accountants, bankers, consultants and financial advisors, agents, control persons, representatives,

affiliates, directors, officers, managers, members, and/or employees, and/or the representatives of the Subject Party.

Representations and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as

of the date of this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver,

and to perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this

Agreement nor the performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or

breach of any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the

Subject Party certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that

the Subject Party voluntarily and knowingly enters into this Agreement.

Remedies. The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special,

unique and extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered

Parties, the amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party

agrees that, in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement,

each applicable Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy

at law or in equity or pursuant to the Merger Agreement or the other ancillary documents thereto that may be available to the Covered

Parties, including monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other

equitable relief restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that

monetary damages would be insufficient or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the

Covered Party’s attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. The

Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection with any such breach

or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed

or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection with the Merger

Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.

Survival of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability

arising from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the

time period during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective will be

computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.

Miscellaneous.

(a)

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been

duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)

one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days

after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party

at the following addresses (or at such other address for a party as shall be specified by like notice):

to the Company, to:

CFO

Silvia, Inc

340 Fremont Street

Unit

409

San

Francisco, CA 94105

Attention:

Shain Noor, President & CEO

E-mail:

[***]

to Pubco, to:

ProCap

Financial, Inc.

600 Lexington Ave., Floor 2

New York, NY 10022

Attn: Anthony Pompliano

Email: [***]

with

a copy (that will not constitute notice) to:

Womble

Bond Dickinson (US) LLP

301 South College Street

Suite

3500

Charlotte,

NC 28201

Attention:

Matthew Homan

E-mail:

[***]

with

a copy (that will not constitute notice) to:

Reed

Smith LLP

2850 N. Harwood Street, Suite 1500

Dallas,

TX 75201

Attn:

Lynwood Reinhardt; Jennifer Riso;

and

Katie Geddes

Email:

[***];

[***]

to the Subject Party, to:

the

address and contact information below the Subject Party’s name on the signature page to this Agreement.

(b)

Integration and Non-Exclusivity. This Agreement, the Merger Agreement and the other ancillary documents contemplated by the Merger

Agreement contain the entire agreement between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding

the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights

or remedies which they may have, whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative).

Without limiting the generality of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities

of the Subject Party, under this Agreement, are in addition to his rights, remedies, obligations and liabilities (i) under the laws of

unfair competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and

regulations and (ii) otherwise conferred by contract, including the Merger Agreement and any other written agreement between the Subject

Party and any of the Covered Parties. Nothing in the Merger Agreement will limit any of the obligations, liabilities, rights or remedies

of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Merger Agreement or any other agreement

between the Subject Party and any of the Covered Parties limit or otherwise affect any right or remedy of the Covered Parties under this

Agreement. If any term or condition of any other agreement between the Subject Party and any of the Covered Parties conflicts or is inconsistent

with the terms and conditions of this Agreement, the more restrictive terms will control as to the Subject Party, as applicable.

(c)

Severability; Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any

provision of this Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction,

then (i) such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest

possible extent, (ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability

of such provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability

of such provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality

or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid,

illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,

the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent

jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision,

or otherwise, such court will have the power to reduce the duration, geographic area covered or scope of such provision, as the case

may be, and, in its reduced form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s request,

join such Covered Party in requesting that such court take such action.

(d)

Amendment; Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the

Subject Party and Pubco (or its permitted successors or assigns). No waiver will be effective unless it is expressly set forth in a written

instrument executed by the waiving party, and any such waiver will have no effect except in the specific instance in which it is given.

Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance with any

term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition or right, nor will any waiver

or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such right

or power at any other time or times.

(e)

Specific Performance. Each party hereto acknowledges that the rights of each party hereunder are unique, recognizes and affirms

that in the event of a breach of this Agreement by any party hereto, money damages would be inadequate and the non-breaching parties

would not have an adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions of this

Agreement were not performed by an applicable party in accordance with their specific terms or were otherwise breached. Accordingly,

each party hereto shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and to enforce specifically

the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate,

this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.

(f)

Governing Law; Jurisdiction; Waiver of Jury Trial. Sections 9.8 and 9.10 of the Merger Agreement are incorporated herein, mutatis

mutandis.

(g)

Successors and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s

estate, successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each

Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which

acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of

such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining

the consent or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement

are personal and will not be assigned by the Subject Party. Each of the Covered Parties is an express third party beneficiary of this

Agreement and will be considered parties under and for purposes of this Agreement.

(h)

Authority to Act on Behalf of Covered Parties. In the event that the Subject Party serves as a director, officer, employee or

other authorized agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any determination

on behalf of a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.

(i)

Construction. The Subject Party acknowledges that the Subject Party has been represented, or had the opportunity to be represented

by, counsel of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the

drafting party will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating

history of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings

and subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation

of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used

herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein

are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include

the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and

vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall

be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;

(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase

“and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or

referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time

amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated

therein.

(j)

Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts,

each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

A photocopy, faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity

and enforceability as an originally signed copy.

(k)

Termination. In the event that the Merger Agreement is validly terminated in accordance with its terms prior to the consummation

of the Transactions, this Agreement shall automatically terminate and become null and void, and the parties shall have no obligations

hereunder.

[Remainder

of Page Intentionally Left Blank; Signature Page Follows]

WITNESS WHEREOF, the undersigned has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first

written above.

Subject

Party:

/s/ Shain Noor

Shain

Noor

Address

for Notice:

Address: [***]

Telephone

No.: [***]

Email: [***]

(Signature

Page to Non-Competition Agreement)

Acknowledged and accepted as of the date first written above:

Pubco:

PROCAP FINANCIAL, INC.

By:

/s/

Anthony Pompliano

Name:

Anthony Pompliano

Title:

Chief Executive Officer

(Signature

Page to Non-Competition Agreement)

Exhibit

None.

A-1

EX-10.4

Filename: ex10-4.htm · Sequence: 4

Exhibit

10.4

Certain

identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats

as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Portions

of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish a copy of

all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

The

omitted schedules and exhibits are (i) not material and (ii) customarily treated by the Registrant as private and confidential.

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 6, 2026, is made and entered into by and

among ProCap Financial, Inc., a Delaware corporation (the “Company”), CFO Silvia, Inc., a Delaware corporation

(“CFO Silvia”), certain equity holders of CFO Silvia (the “Target Company Holders”),

and the undersigned parties listed on the signature page hereto (each such party, together with CFO Silvia, the Target Company Holders,

and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder”

and collectively the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings

set forth in the Merger Agreement (defined below).

RECITALS

WHEREAS,

as of the date hereof, the Company has 81,660,152 shares of common stock,

par value $0.001 per share (the “Common Stock”), issued and outstanding;

WHEREAS,

on February 9, 2026, the Company, the Silvia Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company,

CFO Siliva, Inflection Points Inc, a Delaware corporation, Shain Noor, an individual, and Shain Noor, solely in his capacity as the agent

for and on behalf of the holders of shares of common stock and preferred stock of CFO Silvia entered into a merger agreement dated as

of February 9, 2026 and as it may be further amended or restated from time to time, the “Merger Agreement”);

WHEREAS,

pursuant to the Merger Agreement, among other things, all of the issued and outstanding shares of common stock and preferred stock of

CFO Silvia shall be converted into the right to receive shares of Common Stock in the manner, and on the terms and subject to the conditions,

set forth in the Merger Agreement;

WHEREAS,

on April 6, 2026, CFO Silvia entered into a Lock-Up Agreement with the Company (the “Lock-Up Agreement”);

WHEREAS,

pursuant to the Merger Agreement, at or prior to Closing (as defined in the Merger Agreement), CFO Silvia shall deliver or cause to be

delivered to the Company a registration rights agreement to register the shares of Common Stock issued pursuant to the Merger Agreement

with the Holders, in a form mutually satisfactory to the parties thereto, duly executed by each of the Holders;

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

ARTICLE

DEFINITIONS

1.1

Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective

meanings set forth below:

“Adverse

Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment

of the Board or any Chairman, any Chief Executive Officer or principal financial officer of the Company, after consultation with counsel

to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration

Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which

they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,

and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement”

shall have the meaning given in the Preamble.

“Board”

shall mean the Board of Directors of the Company.

“Merger

Agreement” shall have the meaning in the Recitals hereto.

“Business

Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions

are generally authorized or required by law or regulation to close in the City of New York, State of New York.

“Commission”

shall mean the Securities and Exchange Commission.

“Company”

shall have the meaning given in the Preamble.

“Demand

Registration” shall have the meaning given in subsection 2.1.1.

“Demanding

Holder” shall have the meaning given in subsection 2.1.1.

“Earnout

Shares” shall have the meaning given in the Merger Agreement.

“Exchange

Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form

S-1” shall have the meaning given in subsection 2.1.1.

“Form

S-3” shall have the meaning given in subsection 2.3.

“Holders”

shall have the meaning given in the Preamble.

“Lock-Up

Agreement” shall have the meaning given in the Preamble.

“Lock-up

Period” shall mean the lock-up period specified in the Lock-Up Agreements.

“Maximum

Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement”

shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement

or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under

which they were made not misleading.

“Permitted

Transferees” shall mean (i) prior to the expiration of the applicable Lock-up Period, any person or entity to whom the

Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the applicable Lock-up

Period, and (ii) after the expiration of the applicable Lock-up Period, any person or entity to whom the Holder is permitted to transfer

such Registrable Securities, subject to and in accordance with any applicable agreement between such Holder and/or their respective Permitted

Transferees and the Company and any transferee thereafter.

“Piggyback

Registration” shall have the meaning given in subsection 2.2.1.

“Pro

Rata” shall have the meaning given in subsection 2.1.4.

“Prospectus”

shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended

by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable

Security” shall mean (a) the shares of Common Stock issued pursuant to the Merger Agreement, including Total Merger Consideration

and Earnout Shares, (b) any warrants, shares of capital stock or other securities of the Company issued as a dividend or other distribution

with respect to or in exchange for or in replacement of Common Stock and (c) any other equity security of the Company issued or issuable

with respect to any such shares of Common Stock by way of a stock dividend or stock split or in connection with a combination of stock,

recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security,

such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities

shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged

in accordance with such Registration Statement; (ii) such securities may otherwise be transferred, new certificates for such securities

not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such

securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such

securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated

thereafter by the Commission) (but with no volume or other restrictions or limitations); or (v) such securities have been sold to, or

through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration”

shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements

of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration

Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A)

all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority,

Inc.) and any securities exchange on which the shares of Common Stock are then listed;

(B)

fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for

the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C)

printing, messenger, telephone and delivery expenses;

(D)

reasonable fees and disbursements of counsel for the Company;

(E)

reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection

with such Registration; and

(F)

reasonable fees and expenses of one (1) legal counsel selected by the holders of a majority-in-interest of the Demanding Holders

initiating a Demand Registration to be registered for offer and sale in the applicable Registration; provided, that the aggregate amount

of such fees and expenses payable by the Company shall not exceed $50,000 per Registration

(inclusive of disbursements), unless otherwise approved in writing by the Company.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this

Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements

to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Representatives”

shall have the meaning given in the Preamble.

“Requesting

Holder” shall have the meaning given in subsection 2.1.1.

“Securities

Act” shall mean the Securities Act of 1933, as amended from time to time.

“Total

Merger Consideration” shall have the meaning given in the Merger Agreement.

“Underwriter”

shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such

dealer’s market-making activities.

“Underwritten

Registration” or “Underwritten Offering” shall mean a Registration in which securities of the

Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ARTICLE

REGISTRATIONS

2.1

Demand Registration.

2.1.1

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and

from time to time after the date hereof, (i) a majority-in-interest of the then outstanding Registrable Securities held by the Holders

(the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part

of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration

and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company

shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable

Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s

Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s

Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing,

within five (5) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such

written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable

Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable,

but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of

all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances

shall the Company be obligated to effect more than three (3) Registrations pursuant to a Demand Registration under this subsection

2.1.1 with respect to any or all Registrable Securities provided, however, that a Registration shall not be counted

for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form

S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on

behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

2.1.2

Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a

Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed

with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and

(ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further,

that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant

to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or

any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared

effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest

of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly

notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the

Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously

filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3

Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest

of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant

to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder

(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such

Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided

herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection

2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering

by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4

Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a

Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the

dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken

together with all other shares of Common Stock or other equity securities that the Company desires to sell and the shares of Common Stock,

if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by

any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold

in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability

of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum

Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable

Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities

that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate

number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration

(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number

of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i),

the Registrable Securities of Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested)

exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum

Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses

(i) and (ii), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding

the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the

foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other equity securities of other persons or entities that the Company

is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold

without exceeding the Maximum Number of Securities.

2.1.5

Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest

of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a

Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter

or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement

filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding

anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with

a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2

Piggyback Registration.

2.2.1

Piggyback Rights. If, at any time on or after the Closing Date, the Company proposes to file a Registration Statement under the

Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for,

or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by

the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement

(i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely

to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company

or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of

Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration

Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s)

of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of

the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may

request in writing within five (5) Business Days after receipt of such written notice (such Registration a “Piggyback Registration”).

The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best

efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested

by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as

any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities

in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities

through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with

the Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness

of a Piggyback Registration at any time in its sole discretion.

2.2.2

Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be

a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback

Registration in writing that the dollar amount or number of the shares of Common Stock that the Company desires to sell, taken together

with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements

with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration

has been requested pursuant to Section 2.2 hereof, and (iii) the shares of Common Stock, if any, as to which Registration has

been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds

the Maximum Number of Securities, then:

(a)

If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the

shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number

of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the

Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1

hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum

Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock, if any, as to which Registration

has been requested pursuant to written contractual piggy-back registration rights of other stockholder of the Company, which can be sold

without exceeding the Maximum Number of Securities;

(b)

If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company

shall include in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons

or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;

(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable

Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata

based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate

number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold

without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached

under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the Company desires to sell, which

can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has

not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other equity securities for the account

of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such

persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3

Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration

for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or

its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission

with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities

Act, at least two Business Days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith

determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw

a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness

of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the

Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4

Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof

shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3

Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that

the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register

the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available

at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect

such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder

or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration

on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include

all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing,

within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more

than thirty (30) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall

register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all

or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification

given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration

pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities,

together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the

Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000.

2.4

Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s

good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of,

the Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand

Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause

the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company

and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment

of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential

to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate

signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company

for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration

Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided,

however, that the Company shall not defer its obligation in this manner more than once in any 12-month period.

ARTICLE

III

COMPANY

PROCEDURES

3.1

General Procedures. If at any time on or after the date hereof the Company is required to effect the Registration of Registrable

Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance

with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1

prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and

use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities

covered by such Registration Statement have been sold;

3.1.2

prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements

to the Prospectus, as may be reasonably requested by a majority in interest of the Holders with Registrable Securities registered on

such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions

applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration

Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended

plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3

prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,

if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such

Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including

all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including

each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such

Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities

owned by such Holders;

3.1.4

prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered

by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the

Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request

and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with

or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do

any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such

Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however,

that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required

to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it

is not then otherwise so subject;

3.1.5

use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation

system on which similar securities issued by the Company are then listed;

3.1.6

provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective

date of such Registration Statement;

3.1.7

advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance

of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any

proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal

if such stop order should be issued;

3.1.8

at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration

Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish

a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9

notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities

Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes

a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10

permit a representative of the Holders (such representative to be selected by a majority in interest of the participating Holders), the

Underwriters, if any, and any attorney or accountant retained by such Holders, or Underwriter to participate, at each such person’s

own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply

all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;

provided, however, that such representative, or Underwriters enter into a confidentiality agreement, in form and substance

reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11

obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten

Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the

managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12

on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel

representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,

and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being

given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions

and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13

in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary

form, with the managing Underwriter of such offering;

3.1.14

make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve

(12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration

Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated

thereafter by the Commission), and which requirement will be deemed to be satisfied if the Company timely files complete and accurate

information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

3.1.15

if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable

efforts to make available senior executives of the Company to participate in customary “road show” presentations that may

be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16

otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in

connection with such Registration, including, without limitation, making available senior executives of the Company to participate in

any due diligence sessions that may be reasonably requested by the Underwriter(s) in any Underwritten Offering.

3.2

Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the

Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’

commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration

Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3

Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities

of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s

securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary

questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be

reasonably required under the terms of such underwriting arrangements.

3.4

Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus

contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received

copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to

prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing

by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration

Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion

in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control,

the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend

use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith

by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders

agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration

in connection with any sale or offer to sell Registrable Securities. the Company shall immediately notify the Holders of the expiration

of any period during which it exercised its rights under this Section 3.4.

3.5

Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting

company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace

period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the

Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that

it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder

to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions

provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including

providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly

authorized officer as to whether it has complied with such requirements.

ARTICLE

INDEMNIFICATION

AND CONTRIBUTION

4.1

Indemnification.

4.1.1

The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents

and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities

and out-of-pocket expenses (including reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement

of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement

thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein

not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such

Holder expressly for use therein. the Company shall indemnify the Underwriters, their officers and directors and each person who controls

such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification

of the Holder.

4.1.2

In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish

to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration

Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each

person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket

expenses (including reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact

contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission

or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but

only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such

Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several,

among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion

to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters

(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3

Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification

hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit

such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense

is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its

consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume

the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such

indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may

exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall,

without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled

in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)

or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party

of a release from all liability in respect to such claim or litigation.

4.1.4

The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or

on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer

of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions

as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s

indemnification is unavailable for any reason.

4.1.5

If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless

an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying

party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result

of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative

fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault

of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question,

including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made

by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified

party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however,

that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such

Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities

referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3

above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation

or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5

were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations

referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)

of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty

of such fraudulent misrepresentation.

ARTICLE

MISCELLANEOUS

5.1

Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail,

addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person

or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice

or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served,

sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case

of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee

(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation.

Any notice or communication under this Agreement must be addressed, if to the Company, to: 600 Lexington Avenue, Floor 2, New York, New

York 10022, Attention: Anthony Pompliano, Chief Executive Officer and Chairman, and, if to any Holder, at such Holder’s address

or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time

and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days

after delivery of such notice as provided in this Section 5.1.

5.2

Assignment; No Third Party Beneficiaries.

5.2.1

This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole

or in part.

5.2.2

Prior to the expiration of the applicable Lock-up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations

under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted

Transferee but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. After

the expiration of the applicable Lock-up Period, the Holder may assign or delegate such Holder’s rights, duties or obligations

under this Agreement, in whole or in part, to any transferee.

5.2.3

This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors

and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4

This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth

in this Agreement and Section 5.2 hereof.

5.2.5

No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the

Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof

and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions

of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment

made other than as provided in this Section 5.2 shall be null and void.

5.3

Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which

shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4

Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES

EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS

AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS

OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW

YORK COUNTY IN THE STATE OF NEW YORK.

5.5

Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the

Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement

may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding

the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares

of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder

so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of

a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies

of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as

a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6

Reserved.

5.7

Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities.

The provisions of Section 3.5 and Article IV shall survive any termination.

5.8

Termination of Merger Agreement. This Agreement shall be binding upon each party upon such party’s execution and delivery

of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Merger Agreement is validly

terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void and

be of no further force or effect, and the parties shall have no obligations hereunder.

[SIGNATURE

PAGES FOLLOW]

WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

Company:

PROCAP FINANCIAL, INC.

By:

/s/

Anthony Pompliano

Name:

Anthony Pompliano

Title:

Chief Executive Officer

CFO Silvia:

CFO Silvia, INC.

By:

/s/

Shain Noor

Name:

Shain Noor

Title:

Chief Executive Officer

[Signature

Page to Registration Rights Agreement]

WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

HOLDERS (for entities):

Inflection Points Inc dba Professional Capital Management

By:

/s/

Anthony Pompliano

Name:

Anthony

Pompliano

Title:

CEO

Address

for Notice:

Address:

600

Lexington Avenue, Floor 2

New

York, New York 10022

Email:

[***]

HOLDERS (for individuals):

By:

/s/

Shain Noor

Name:

Shain

Noor

Address

for Notice:

Address:

340

Fremont Street, Unit 409

San

Francisco, CA 94105

Email:

[***]

[Signature

Page to Registration Rights Agreement]

HOLDERS

(for individuals):

By:

/s/

Marcus Stern

Name:

Marcus

Stern

Address

for Notice:

Address:

[***]

Email:

[***]

By:

/s/

David Jacobs

Name:

David

Jacobs

Address for Notice:

Address:

[***]

Email: [***]

By:

/s/

Frank Graziano

Name:

Frank

Graziano

Address

for Notice:

Address:

[***]

Email: [***]

By:

/s/

Ryan Durkin

Name:

Ryan

Durkin

Address for Notice:

Address:

[***]

Email: [***]

[Signature

Page to Registration Rights Agreement]

EX-99.1

Filename: ex99-1.htm · Sequence: 5

Exhibit 99.1

ProCap

Financial Completes Acquisition of CFO Silvia, the leading AI Agent Lab for Finance

●

Combined

company has more than $30 billion in assets on the Silvia platform and thousands of multi-millionaire users

●

Silvia

uses an army of AI agents to help independent investors make money

NEW

YORK, NY – April 6, 2026 – ProCap Financial, Inc. (Nasdaq: BRR) (“ProCap Financial” or the “Company”), the first publicly traded agentic finance firm, today announced the completion of its acquisition of CFO Silvia, Inc (“Silvia”),

an AI model and agent lab exclusively focused on finance.

“Silvia

is one of the leading examples of applied AI in the finance industry,” said Anthony Pompliano, Chairman and CEO of ProCap Financial.

“Silvia has been able to use an army of AI agents to replicate the work of hundreds of employees, which allows it to be more efficient

and effective than traditional firms. We believe the future of finance will be determined by those who embrace AI and Bitcoin.”

Using

Silvia’s consumer platform, investors can connect their full range of assets, including stocks, bonds, crypto, real estate, vehicles,

collectibles, precious metals, and private investments. Silvia then deploys proprietary AI agents to analyze and monitor portfolios and

perform scenario planning to deliver personalized financial insights in real time.

Since

its public launch in May 2025, Silvia has scaled rapidly:

●

than $30 billion in assets on the platform

●

Average

user net worth exceeds $2.5 million

●

Average

user has connected 12+ accounts

●

94%

of users actively engage with Silvia’s AI-powered features

About

ProCap Financial

ProCap

Financial is the first publicly traded agentic finance firm. The Company’s mission is to help independent investors make

money. Founded in 2025, the Company raised more than $750 million from leading investors and is traded on Nasdaq under the symbol BRR.

Visit www.procapfinancial.com for more information.

About

Silvia

CFO

Silvia, Inc is an AI agent lab exclusively focused on finance. Using Silvia’s consumer product, investors can connect their stocks,

bonds, crypto, real estate, cars, collectibles, precious metals, and private investments to the platform. Silvia then uses proprietary

AI agents to analyze and track portfolios, provide personalized financial insights, conduct scenario planning, analyze documents, and