AGREEMENT AND PLAN OF MERGER BY AND AMONG FINSERV ACQUISITION CORP., KEYS MERGER SUB 1, INC., KEYS MERGER SUB 2, LLC, KATAPULT HOLDINGS, INC. AND, IN HIS CAPACITY AS THE HOLDER REPRESENTATIVE, Orlando Zayas DATED AS OF DECEMBER 18, 2020Agreement and Plan of Merger • December 21st, 2020 • FinServ Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 18, 2020, is made by and among FinServ Acquisition Corp., a Delaware corporation (“Acquiror”), Keys Merger Sub 1, Inc., a Delaware corporation, a wholly-owned Subsidiary of Acquiror (“Merger Sub 1”), Keys Merger Sub 1, LLC, a Delaware limited liability, a wholly-owned Subsidiary of Acquiror (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), Katapult Holdings, Inc., a Delaware corporation (the “Company”), and Orlando Zayas, in his capacity as the representative of all Pre-Closing Holders (the “Holder Representative”). Acquiror, Merger Sub 1, Merger Sub 2, the Company and the Holder Representative shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 21st, 2020 • FinServ Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between FinServ Acquisition Corp., a Delaware corporation (“FinServ”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among FinServ, Katapult Holdings, Inc., a Delaware corporation (the “Company”), Keys Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), Keys Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”) and the other parties signatory thereto, pursuant to which, among other things, Merger Sub 1 will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming a subsidiary of FinServ, which will then merge with and into Merger Sub 2, with Mer
