SECURITIES AND EXCHANGE COMMISSION v. BINANCE HOLDINGS LIMITED et al Document 13: Declaration, Attachment 4

District Of Columbia District Court
Case No. 1:23-cv-01599-ABJ-ZMF
Filed June 6, 2023

DECLARATION by SECURITIES AND EXCHANGE COMMISSION re [8] MOTION for Leave to File Excess Pages filed by SECURITIES AND EXCHANGE COMMISSION. (Attachments: # (1) Exhibit A-16, # (2) Exhibit A-17, # (3) Exhibit A-18, # (4) Exhibit A-19, # (5) Exhibit A-20, # (6) Exhibit A-21, # (7) Exhibit A-22)(Scarlato, Matthew)

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Page 1 EXHIBIT A-19
Page 2 CC000333412 .

STRICTLY CONFIDENTIAL — |

Re: Offer of Employment
May 08,
6AM Management US Holdings Inc. (the “Campany”) has the pleasure in offering you employment and we welcome you to the
team.
This offer letter indicates the terms and conditlons on which you will be appointed and you will be provided an employment
contract on accepting this offer along with a job description.
Assignment
Position U.S. CEO
Location San Francisco, USA
Start Date Tsp
Reporting to Global CEO/CFO; Company Board of Directors
Reports All of the Company’s US operations shail report directly, or
in a line reporting directly, to you. You shall be responsible
for all hiring, firing and compensation decisions for your
reports,
Budget & Business Pian Business plan and annual budgets will be created by you in
collaboration with the Giobal CEO/CFO, and funding
provided as reasonably necessary to achieve milestones.
Job Description Authority for all US operations, Including hiring and
supervision of all advisors (accountants, counsel, etc.).
Director CEO shail serve as a director of the company during the
employment period.
Compensation (Gross)
Basic Monthly Salary $ 16,666.67.-USD
Base Year Total (Before Bonus) $ 200,000,- USD
CONFIDENTIAL TREATMENT REQUESTED BY QS ©C00033341
Page 3 CC000333412 .


STRICTLY CONFIDENTIAL ~ Not to be shared with any third party
Performance Bonus Bonuses are customarily pald twice a year and are subject to variables such as the profitability and
performance of the Company, including its affiliates, and your individual performance. The Company
agrees that it shall not unreasonably withhold your bonus based on the criteria set forth in the previous
sentence.
Bonus is discretionary and is not a guaranteed ammount, however, your minimum target bonus shall be
100% of your annual base salary in the year awarded, but may be more. The bonus policy is subject to
change and you will be informed in advance of any changes.
Solary Review There is a salary review based on evaluation taking place once a year, at the end of the year. Changes in
salary are effective from your first month’s salary. Your salary may increase, but not decrease.
With the goal of normalizing your base compensation to correlate more with focal custom, your salary
will increase upon the occurrence of mutually-agreed upon milestone achievements (such as the
recruiting of key positions and completion of the technology necessary for a U.S.-based exchange).
Statutory All statutory deductions will be made from your monthly salary In accordance with the country labour
Deductions and employment income tax laws.
Salary Payment The salary payments date is on the 10™ of each month. If the payment date fails on a holiday or weekend
day, payment will be made on the day before.
Signing Bonus Upon execution of this Agreement by both parties, you shall be entitled to a signing bonus in a gross
amount (prior to all taxes and withholdings) of $50,000, which shall be payable in BNB in one instalment,
as soon as possible but no later than 10 days following execution of definitive agreements.
CONFIDENTIAL TREATMENT REQUESTED BY ©C00033341
Page 4 CC000333412 .


STRICTLY CONFIDENTIAL - Not to be shared with any third party
Employment Conditions
Severance; Grounds In the event your employment is terminated other than for Cause or by you for Good Reason, the
for Termination Company shall pay you severance in the armount of 6 months base salary, a pro rata bonus based on the
amount paid to you in the prior year, but no less than an additional 6 months’ base salary and COBRA
payments for continuation of your health benefits for 6 months. “Cause” shall mean (a) willful
misconduct in the performance of your duties hereunder; (b) repeated unexplained or unjustified
absence from the Company or a substantial and continuing failure to perform duties to the Company
following written notice of such non-performance from the disinterested members of the Board; (c)}
commission of any act of fraud or financial dishonesty with respect to the Company or its stockholders,
customers or business partners. “Good Reason” shall mean your resignation of employment within
sixty (60) days after the occurrence of one or more of the following actions taken by the Company
without your consent: (a) a meaningful alteration, adverse to you in the nature and status of your
responsibilities; (b) a downward reduction in your base salary then in effect; (c) the relocation of your
office or principal work location by more than forty (40) miles, or (d} you are required by the Company
to report to an executive other than as described herein, or employees of the Company are required to
report directly or indirectly to someone other than you.
Paid Leave You will be entitled to the normal leave as stipufated in the “Summary of Benefits”.
Medical insurance You will be covered by local medical insurance and any other entitlements as per the company policy.
Other Benefits Employees are provided benefits as stipulated in the accompanied “Summary of Benefits”.
Offer Conditions & Acknowledgement
Offer Conditions Your employment is subject to you clearing a satisfactory background check and obtaining a working visa
(where applicable).
You acknowledge the information and statements given are true and accurate.
Non-Compete You also acknowledge there are no non-compete bindings which stap you from Joining us.
Resignotion The company requests 1 month advance notice when resigning for personal reasons.
Confidentiality You and the Company agree to not share the contents of this document with any third party, except
pursuant to a mutual agreement.
Offer Validity You may indicate acceptance of this offer by signing and returning the document on or before three (3)
days from the date of letter, EOD.
Please consider the details of this offer and should you require any additional information or have further questions, don’t hesitate
to contact us.
aa: took forward to your acceptance of this offer and welcome you to join our team.
CONFIDENTIAL TREATMENT REQUESTED BY Po CC00033341
Page 5 CC000333412 .

STRICTLY CONPIDENTIAL ~ Not to be shared with any third party
Yours sincerely,

Approved by BA
Holdings inc
Management US

May 8,
(Date)
CONFIDENTIAL TREATMENT REQUESTED BY P| CC00033341
Page 6 CC

STRICTLY CONFIDENTIAL - Mot to be shared with any third party
Summary of Benefits
May 08,
We are committed to providing our employees with a competitive benefits scheme to support our employees to be healthy, happy
and successful at work. Our benefits are as follows:
Paid Leave
Medical insurance
Equipment Provision
Employee Training
Programs
Learning Allowance
Free Language
Classes
Company Trips
Tax/Estate Planning
incentive Equity
Planning
Legal, Security,
infoSec
£&0 Insurance and
indemnification
CONFIDENTIAL TREATMENT REQUESTED BY Po
You shall be entitled to accrue and be pald for vacation (which may be taken
at such times and in such increments as you may choose) on the same basis as other senior executives of
the Company, or otherwise In accordance with the policies adopted for the Company.
12 working days off sick leave are provided annually or longer if required by law.
Paid leave amount will be prorated based on your start date.
Medical insurance cover for you through a professional Insurance Vendor is provided at no cost to you.
This covers you in your base country and other locations as per the company policy.
Subject to company policy and in consideration of the nature of your work, the company will provide
you with the necessary tools and equipment that allow you to be effective in your work.
We believe in investing in our talent and provide frequent opportunities for learning and development
with our training programs and empioyee teach backs.
You may expense any business book purchase, on the condition you have finished reading it and you
leave it in the company library afterwards. This aiso includes Audiobooks.
We speak many languages and encourage our employees to learn new ones.
We provide free classes through an online service to pick up and improve language ability.
We like to celebrate success and we organise both big and small trips for a chance to build relationships
and enjoy time with your fellow colleagues based all over the world.
You may expense tax experts to support your personal tax planning and filing, including but limited to
401k, crypto currency, and incentive equity.
You will be eligible to participate in the Incentive Equity Plan on the same basis as other senior
executives of the Company and its affiliates, which shall be determined annually. Any Incentive Equity
you receive shall vest over 3 years, monthly, with a one year cliff, and the vesting will start upon the first
day of employment. Incentive Equity will vest automatically upon a change of control event or in the
event you are terminated without cause or leave for Good Reason.
We will provide all iegal, security, and infosec necessary to carry out the day to day activities of your
work, which you will have the right to source through the Company’s affiliates or to obtain directly from
third parties in accordance with the Company's budget.
Detaliis will be provided in the full employment contract upon mutual agreement between you and the
Company, but such policy shall be reasonably consistent with industry standards and reviewed and
approved by the Board.
CC00033341
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