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
