REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2022 • Galaxy Digital Inc. • 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 4th, 2022 • Galaxy Digital Inc. • 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).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 12th, 2021 • Galaxy Digital Inc. • Security brokers, dealers & flotation companies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 5, 2021 is made by and among Galaxy Digital Holdings Ltd., an exempted company formed under the laws of the Cayman Islands (“Parent” provided that, (i) with respect to any time after the effective time of the Domestication (as defined herein), “Parent” shall be deemed to refer to Galaxy Digital Holdings Inc., a Delaware corporation, for all purposes hereof and (ii) with respect to any time after the First Merger Effective Time (as defined herein), “Parent” shall be deemed to refer to Surviving GDHI (as defined herein) for all purposes hereof), Galaxy Digital Holdings LP, an exempted limited partnership formed and registered under the laws of the Cayman Islands (“OpCo”), acting by its general partner, Galaxy Digital Holdings GP LLC (“OpCo GP”), Galaxy Digital Pubco Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent as of the date hereof (“HoldCo”), GDH Titan Merger Sub 1, Inc., a Delaware corpo
First Amendment to the Fireblocks License AgreementFireblocks License Agreement • August 11th, 2023 • Galaxy Digital Inc. • Security brokers, dealers & flotation companies • New York
This First Amendment to Fireblocks License Agreement (the “Amendment”) is entered into by and between Fireblocks, Inc. (“Fireblocks”) and Galaxy Digital (“Licensee”) and shall take effect as of July ___, 2021 (the “Amendment Effective Date”). Fireblocks and Licensee shall hereinafter be referred to individually as a “Party” and collectively as “Parties”.
