AGREEMENT AND PLAN OF MERGER dated as of June 10, 2023 by and among NASDAQ, INC. ARGUS MERGER SUB 1, INC., ARGUS MERGER SUB 2, LLC, ADENZA HOLDINGS, INC. and ADENZA PARENT, LPRegistration Rights Agreement • June 12th, 2023 • Nasdaq, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2023 (this “Agreement”), is entered into by and among Nasdaq, Inc., a Delaware corporation (the “Purchaser”), Argus Merger Sub 1, Inc., a Delaware corporation and direct wholly owned subsidiary of the Purchaser (“Merger Sub 1”), Argus Merger Sub 2, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Purchaser (“Merger Sub 2,” and together with the Purchaser and Merger Sub 1, the “Purchaser Parties”), Adenza Holdings, Inc., a Delaware corporation (the “Company”), and Adenza Parent, LP, a Delaware limited partnership (the “Seller”). Certain defined terms used herein have the meanings set forth in Section 10.15.
