REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 9, 2021, among GALAXY DIGITAL INC., a Delaware corporation (the “Company”), the investors named on the signature pages hereto (the “Initial Holders” and, together with any Subsequent Holder (as defined in Section 6.1 of this Agreement), the “Holders” and each individually a “Holder”) and, solely for purposes of Articles IV and VI hereof, Galaxy Digital Holdings LP, a Cayman Islands exempted limited partnership (the “Partnership”). This Agreement, and all rights and obligations of the parties hereunder, shall take effect upon the Effective Time (as defined below) of the Reorganization (as defined below).
GALAXY DIGITAL HOLDINGS LP, as Issuer, GALAXY DIGITAL HOLDINGS LTD., as Original Pubco, GALAXY DIGITAL INC., as New Pubco, AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of December 9, 2021 3.00% Exchangeable Senior Notes due 2026Indenture • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • New York
INDENTURE dated as of December 9, 2021 among Galaxy Digital Holdings LP, an exempted limited partnership formed under the laws of the Cayman Islands acting by its general partner Galaxy Digital Holdings GP LLC, as issuer (the “Company”, as more fully set forth in Section 1.01), Galaxy Digital Holdings Ltd., a Cayman Islands exempted company with liability limited by shares, as Original Pubco, Galaxy Digital Inc., a Delaware corporation, as New Pubco, and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Long Term Incentive Plan Share Unit AgreementLong Term Incentive Plan Share Unit Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies
This Long Term Incentive Plan Share Unit Agreement (the “Agreement”) confirms the grant by Galaxy Digital Holdings Ltd. of Share Units in the form of RSUs, which represent the right of the Participant to receive, subject to the satisfaction of certain conditions, either (a) Shares, (b) a cash settlement or (c) a combination thereof, in an amount determined in accordance with this Agreement and pursuant to the Galaxy Digital Holdings Ltd. Long Term Incentive Plan, as such may be amended from time to time in accordance with its terms (the “Plan,” or “LTIP”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan.
AGREMENT REGARDING REPRICING OF STOCK OPTION GRANTAgrement Regarding Repricing of Stock Option Grant • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies
This agreement (the “Repricing Agreement”) evidences the repricing of Options granted by Galaxy Digital Holdings Ltd. (the “Corporation”), subject to approval by the holders of Ordinary Shares (the “Shareholders”) at the Corporation’ annual general and special meeting of the Shareholders to be held on June 24, 2019, or at any postponement or adjournment thereof (the “Meeting”).
GALAXY DIGITAL INC. DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • Delaware
AGREEMENT, dated as of [____], 2022 (“Agreement”) between Galaxy Group Investments LLC, a Delaware limited liability company (the “Holder”), and Galaxy Digital Inc., a Delaware corporation (“Pubco”).
AMENDED AND RESTATED TAX RECEIVABLES AGREEMENT among GALAXY DIGITAL INC., GALAXY DIGITAL HOLDINGS LP and THE PERSONS NAMED HEREIN Dated as of [·], 2022 AMENDED AND RESTATED TAX RECEIVABLES AGREEMENTTax Receivables Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • Delaware
This AMENDED AND RESTATED TAX RECEIVABLES AGREEMENT (“Agreement”), dated as of [·], 2022 (the “Effective Date”), is hereby entered into between Galaxy Digital Inc., a Delaware corporation (“HoldCo”), Galaxy Digital Holdings LP, a Delaware limited partnership (“GDH LP”), through its general partner, Galaxy Digital Holdings Inc., a Delaware corporation (“GDHI”), and each holder of nonvoting limited partnership interests in GDH LP, other than HoldCo or GDHI, or other Person who is or becomes a party hereto in accordance with the terms hereof (each such holder, a “TRA Limited Partner”).
Long Term Incentive Plan Option AgreementLong Term Incentive Plan Option Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies
This Long Term Incentive Plan Option Agreement (the “Agreement”) confirms the grant by Galaxy Digital Holdings Ltd. of such number of Options as set out in this Agreement. Options granted under this Agreement represent the right of the Participant to purchase, on the terms provided herein and in accordance with this Agreement and pursuant to the Galaxy Digital Holdings Ltd. Long Term Incentive Plan, as such may be amended from time to time in accordance with its terms (the “Plan,” or “LTIP”), a Share at the Exercise Price set out in this Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan. Unless otherwise specified herein, all references to money amounts are to Canadian currency.
Long Term Incentive Plan DSU Award AgreementLong Term Incentive Plan Dsu Award Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies
This Long Term Incentive Plan DSU Award Agreement (the “Agreement”) confirms the award by Galaxy Digital Holdings Ltd. to the Eligible Director of such number of Deferred Share Units as set out in this Agreement, in accordance with this Agreement and pursuant to the Galaxy Digital Holdings Ltd. Long Term Incentive Plan, as such may be amended from time to time in accordance with its terms (the “Plan,” or “LTIP”). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan.
GALAXY DIGITAL INC. DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTGalaxy Digital • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the [·], 2022, by and between Galaxy Digital Inc., a Delaware corporation (the “Company”) and ______________ (“Indemnitee”).
WARRANT TO PURCHASE ORDINARY SHARES GALAXY DIGITAL HOLDINGS LTD.Galaxy Digital Holdings Ltd. • January 28th, 2022 • Security brokers, dealers & flotation companies • New York
This WARRANT TO PURCHASE ORDINARY SHARES (this “Warrant Certificate”), certifies that, for value received and subject to the terms and conditions set forth herein, including, for the avoidance of doubt, Section 6, [●] (the “Holder”), or its permitted assigns, is entitled at any time from and following the date hereof and prior to the Expiry Time, to purchase, acquire, accept and receive up to [●] Ordinary Shares (as adjusted from time to time pursuant to Section 6, the “Warrant Shares”), validly issued, fully paid and non-assessable and free and clear of all Liens, at the Exercise Price. This Warrant Certificate is issued pursuant to the terms and conditions of the Investment Agreement, dated as of October 30, 2020 (the “Investment Agreement”), entered into by and between the Company and the other parties thereto.
SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of GALAXY DIGITAL HOLDINGS LPLimited Partnership Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies • Delaware
SIXTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of GALAXY DIGITAL HOLDINGS LP, a Delaware limited partnership (the “Partnership”), dated as of [●], is adopted and executed and agreed to by and among the Partnership, Galaxy Digital Inc., a Delaware corporation (formerly known as Galaxy Digital Pubco Inc.) (“Pubco”), Galaxy Digital Holdings Inc., a Delaware corporation (the “GP Entity”), and the other Persons listed on the signature pages hereto.
STOCK OPTION GRANT AGREEMENT As of July 23, 2018Stock Option Grant Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies
This agreement (the “Grant Agreement”) evidences the Options granted by the Corporation, which was ratified and approved on July 23, 2018, to the undersigned (the “Participant”), pursuant to and subject to the terms of the Stock Option Plan (the “Plan”), which is incorporated herein by reference. The Schedules attached to this Stock Option Grant Agreement will form an integral part of this Stock Option Grant Agreement.
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • January 28th, 2022 • Galaxy Digital Holdings Ltd. • Security brokers, dealers & flotation companies
This agreement (the “Grant Agreement”) evidences the Options granted by the Corporation to the undersigned (the “Participant”), a portion of which are granted pursuant to and subject to the terms of the Amended and Restated Stock Option Plan, as amended form time to time (the “Plan”), which is incorporated herein by reference, and a portion of which are granted pursuant to Section 613(c) of the TSX Company Manual and subject to the terms of the Plan, as amended form time to time. The Schedules attached to this Stock Option Grant Agreement will form an integral part of this Stock Option Grant Agreement.
