Galaxy Digital — Merger & Acquisition 2021

May 14, 2021

Exhibit C

[FORM OF] CERTIFICATE OF MERGER

OF

GDH TITAN MERGER SUB 1, INC. (a Delaware corporation)

WITH AND INTO

GALAXY DIGITAL HOLDINGS INC. (a Delaware corporation)

Pursuant to the provisions of Section 251 of the Delaware General Corporation Law

[●]

Galaxy Digital Holdings Inc., a Delaware corporation (the “ Corporation ”), which desires to merge with GDH Titan Merger Sub 1, Inc., a Delaware corporation (“ Merger Sub ” and, together with the Corporation, the “ Constituent Corporations ”) (the “ Merger ”), hereby certifies that:

FIRST: The name and state of incorporation of each of the Constituent Corporations to the Merger are as follows:

NameGalaxy Digital Holdings Inc.GDH Titan Merger Sub 1, Inc.	State of Incorporation
	DelawareDelaware

SECOND: The Agreement and Plan of Merger (as amended, restated, amended and restated, supplemented, modified or otherwise altered from time to time, the “ Merger Agreement ”), dated as of May [●], 2021, by and among each of the Constituent Corporations, Galaxy Digital Holdings LP, an exempted limited partnership formed and registered under the laws of the Cayman Islands, acting by its general partner, Galaxy Digital Holdings GP LLC, Galaxy Digital Pubco Inc., a Delaware corporation, GDH Titan Merger Sub 2, Inc., a Delaware corporation, BitGo Holdings, Inc., a Delaware corporation and Fortis Advisors LLC, a Delaware limited liability company, in its capacity as the representative of the Equityholders as set forth therein, has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the Delaware General Corporation Law (the “ DGCL ”).

• 1 -

THIRD: The Corporation shall be the surviving corporation of the Merger, and the name of the surviving corporation shall be “[Galaxy Digital Holdings Inc.]” (the “ Surviving Corporation ”).

FOURTH: The merger shall be effective as of [●] (the “ Effective Time ”).

FIFTH: By reason of the merger herein certified, the Certificate of Incorporation of the Corporation shall be amended and restated in its entirety as set forth in Exhibit A hereto and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation at (and with effect from and after) the Effective Time until further amended pursuant to the provisions of the DGCL.

SIXTH: A copy of the executed Merger Agreement is on file at the place of business of the Surviving Corporation at 107 Grand Street, New York, NY 10013.

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Merger as of the date first set forth above.

GALAXY DIGITAL HOLDINGS INC.

By:

Name: [●] Title: [●]

[ Signature Page to Certificate of Merger (First Merger) ]

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

[GALAXY DIGITAL HOLDINGS INC.]

[•], 2021

[Galaxy Digital Holdings Inc.], a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is [Galaxy Digital Holdings Inc.] (the “ Corporation ”).

SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “ DGCL ”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000, and the par value of each such share is $0.01, amounting in the aggregate to $10.00.

FIFTH: The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.

SIXTH: Election of directors need not be by written ballot unless the bylaws of the Corporation so provide.

SEVENTH: The Corporation expressly elects not to be governed by Section 203 of the DGCL.

EIGHTH: (1) A director of the Corporation shall not be personally liable either to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. Neither amendment nor repeal of this paragraph (1) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (1) shall eliminate

or reduce the effect of this paragraph (1) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. If the DGCL is hereafter amended to authorize, with the approval of the Corporation’s stockholders, further reductions in the liability of the Corporation’s directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the DGCL as so amended.

(2)(a) Each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, testifies in, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL. The right to indemnification conferred in this ARTICLE EIGHTH shall also include the right to be paid by the Corporation the expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such action, suit or proceeding, including in advance of its final disposition to the fullest extent authorized by the DGCL. The right to indemnification conferred in this ARTICLE EIGHTH shall be a contract right.

(b) The Corporation may, by action of its Board of Directors, provide indemnification to such of the directors, officers, employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the DGCL. The Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing such indemnification.

(3) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL.

(4) The rights and authority conferred in this ARTICLE EIGHTH shall not be exclusive of any other right which any person may otherwise have or hereafter acquire.

(5) Neither the amendment nor repeal of this ARTICLE EIGHTH, nor the adoption of any provision of this Certificate of Incorporation or the bylaws of

the Corporation, nor, to the fullest extent permitted by the DGCL, any modification of law, shall adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

NINTH: Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that if taken by the Corporation immediately prior to the effective time (the “ Effective Time ”) of the merger of the Corporation and GDH Titan Merger Sub 1, Inc. effective on [●] would require for its adoption under the DGCL or this Certificate of Incorporation or the bylaws immediately prior to Effective Time the approval of the stockholders of the Corporation shall, pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of [Galaxy Digital Pubco Inc.], a Delaware corporation, or any successor thereto by merger, by the same vote that is required by the DGCL or such Certificate of Incorporation or bylaws as in effect immediately prior to the Effective Time, as the case may be.

TENTH: The Corporation reserves the right to amend this Certificate of Incorporation in any manner permitted by the DGCL and all rights and powers conferred herein on stockholders, directors and officers, if any, are subject to this reserved power.