ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 10th, 2020 • Gatsby Digital, Inc. • Delaware
THIS ESCROW AGREEMENT, dated as of July 29, 2020 (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Gatsby Digital, Inc., a Delaware corporation (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SI Securities, LLCOffering Agreement • August 10th, 2020 • Gatsby Digital, Inc. • New York
AMENDED and restated INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • October 27th, 2020 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This Amended and Restated Investor Rights Agreement (this “Agreement”) is made and entered into as of ____________, 2020, by and among Gatsby Digital, Inc. a Delaware corporation (the “Company”) each of the investors listed on Schedule A hereto and each person that acquires shares of the Company’s Series Seed Preferred Stock and/or Series A Preferred Stock) (such persons together, and their permitted assigns and successors, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 27th, 2020 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
MANAGEMENT AGREEMENTFranchise Agreement • September 14th, 2020 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • Florida
THIS AGREEMENT, (the “Agreement”), effective as of August 22, 2019 by and among ViewTrade Securities, Inc., (the “Company” or “VT”), with Office at 7280 W. Palmetto Park Road #310, Boca Raton, Florida and Gatsby Digital, Inc. (the “Contractor”) located at 28 Liberty St. New York, NY 10005 and Peter Quinn (the “Manager”).
ContractWarrant Agreement • September 14th, 2020 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
Gatsby Digital, Inc. (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing Exhibits 13.1 through 13.5. INDEX TO EXHIBITSExhibit Filing • September 18th, 2020 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services
MANAGEMENT AGREEMENTFranchise Agreement • August 10th, 2020 • Gatsby Digital, Inc. • Florida
THIS AGREEMENT, (the “Agreement”), effective as of August 22, 2019 by and among ViewTrade Securities, Inc., (the “Company” or “VT”), with Office at 7280 W. Palmetto Park Road #310, Boca Raton, Florida and Gatsby Digital, Inc. (the “Contractor”) located at 28 Liberty St. New York, NY 10005 and Peter Quinn (the “Manager”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • December 23rd, 2021 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 19, 2021 (the “Agreement Date”), by and among eToro US Holdings, Inc., a Delaware corporation (the “Acquirer”), eToro US Trading, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Acquirer (“Merger Sub II”), Project Gefilte Merger Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Acquirer (“Merger Sub”), Gatsby Digital, Inc., a Delaware corporation (the “Company”), Daisy Daisy LLC, a Delaware limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Company Securityholders (the “Securityholders’ Agent”), and eToro Group Ltd., a company organized under the laws of the British Virgin Islands and the ultimate parent (through one or more entities disregarded for U.S. federal income tax purposes) of the Acquirer (the “Acquirer Parent”). Certain other capitalized terms used in this Agreem
SI SECURITIES, LLC AMENDMENT TO ISSUER AGREEMENTIssuer Agreement • September 14th, 2020 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
THIS AMENDMENT LETTER (the “Letter”) is entered into as of ________ (the “Effective Date”) by and among Gatsby Digital, Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).
GATSBY DIGITAL LICENSE AND SUPPORT AGREEMENT– APRIL 19TH, 2021License Agreement • September 27th, 2021 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This AGREEMENT is executed and entered by Gatsby Digital, Inc. a Delaware corporation with its principal office at 28 Liberty St., New York, NY. 10005 USA (“Gatsby Digital”, “Gatsby”), and the Client Gatsby Securities, LLC. with its principal office at 44 South Broadway, White Plains, NY 10601 (“Client”, “Gatsby Securities”). Gatsby Digital and the Client collectively are the Parties and individually a Party where so referenced in this Agreement. This Agreement is effective as of the date above.
ContractConvertible Promissory Note • September 27th, 2021 • Gatsby Digital, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
