Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It (i) has the power to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby and to perform its obligations hereunder, (ii) has taken all necessary action to authorize such execution, delivery and performance, and (iii) this PTFA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this PTFA or the accuracy of the representations and warranties hereunder or thereunder. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It (i) has the power to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby and to perform its obligations hereunder, (ii) has taken all necessary action to authorize such execution, delivery and performance, and (iii) this PTFA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx Xxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this PTFA or the accuracy of the representations and warranties hereunder or thereunder. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, to Lender as of the date of this PTFA and continuing through the term of this PTFAFirst Amendment Date that: (a) It The representations, warranties, certifications and agreements contained in the Loan Documents are true, complete and accurate in all material respects as of the date hereof, provided, however, that those representations and warranties expressly referring to a specified date shall have been true, correct and complete in all material respects as of such date. (ib) No Default or Event of Default currently exists under the Loan Documents and Borrower has no knowledge of any event which with the giving of notice, the passage of time or both would constitute a Default or an Event of Default under the Loan Documents. (c) As of the date hereof, Borrower does not have any claim against Lender and no offset or defense to the payment or performance of the Obligations or any counterclaim or right to rescission to enforcement of any of the terms of the Loan Documents. (d) No voluntary actions or, to Borrower’s knowledge, involuntary actions are pending against Borrower under the bankruptcy or insolvency laws of the United States or any state thereof. (e) Borrower’s execution, delivery and performance of this Amendment will not violate or conflict with any laws, rules, regulations or orders of any Governmental Authority applicable to Borrower, or violate or conflict with, result in a breach of, or constitute a default (with due notice or lapse of time or both) under any material contract or organizational documents of Borrower. (f) Borrower has the requisite corporate power and authority to enter into, to deliver and to perform this Amendment and Borrower has all material permits, licenses, consents and agreements of all Persons necessary or required for the Borrower to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby Agreement and to perform its obligations hereunder, (ii) has taken all necessary action to authorize such execution, delivery and performance, and (iii) under this PTFA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable lawsAmendment. (g) There are no proceedings pending orThe Loan Documents, to its knowledge, threatened, which could reasonably be anticipated to have as any adverse effect on the transactions contemplated by this PTFA or the accuracy of the representations same have been modified, amended and warranties hereunder or thereunder. restated (h) To its knowledge including, without limitation, pursuant to this Amendment), are the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction valid and legally binding obligation of its place of incorporationBorrower subject only to bankruptcy, place of principal officeinsolvency, reorganization, moratoriums, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have similar laws at the time in effect affecting the enforceability or rights of repayment of any Trade Credits, creditors generally and by general equitable principles which may limit the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFAobtain equitable remedies.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents represents, warrants, and warrants that, agrees that as of the Effective Date and as of the date of this PTFA and continuing through Lender funds the term of this PTFAAdvance Amount for each Pledged Mortgage Loan: (a) It (i) has the power to execute and deliver this PTFABorrower is duly incorporated, to enter into the extension of Trade Credits contemplated hereby and to perform its obligations hereunderorganized or formed, (ii) has taken all necessary action to authorize such execution, delivery and performanceas applicable, and (iii) this PTFA constitutes a legalis validly existing and in good standing, validunder the laws of the jurisdiction in which it was incorporated, and binding obligation enforceable against it in accordance with its termsorganized or formed, as applicable. (b) It Borrower has and has had at all relevant times all requisite corporate, partnership, limited partnership, or limited liability company power, licenses, permits and governmental authorizations or approvals granted by any applicable federal, state or local government or quasi-governmental body or any agency or instrumentality thereof, necessary to permit Borrower to originate, purchase and/or to own loans, and Borrower is and has been at all relevant times duly licensed and qualified to transact business in each state in which it is transacting business. (c) Borrower has all requisite limited liability company power, authority and capacity to execute and enter into this Agreement and to perform the obligations required of Borrower hereunder and under the other documents, instruments and agreements required to be executed by Borrower pursuant hereto. (d) The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by Borrower pursuant hereto and thereto, and the consummation of the transaction contemplated hereby and thereby, have each been duly and validly authorized by all necessary limited liability company action. (e) This Agreement constitutes the valid and legally binding agreement of Borrower enforceable against Borrower in accordance with its terms (subject to bankruptcy, insolvency, reorganization, receivership or other laws affecting rights of creditors generally and by general equitable principles including, without limitation, those respecting the availability of specific performance). (f) No offset, counterclaim or defense exists to the full performance by Borrower of this Agreement, and no such offset, counterclaim or defense has been asserted. (g) The execution, delivery and performance of this Agreement by Borrower are in compliance in all material respects with the terms hereof and consummation of the transactions contemplated hereby will not violate, conflict with, result in a breach of, give rise to any right of termination, cancellation or acceleration, constitute a default under, be prohibited by, or require any additional approval under (i) Borrower’s organizational documents, (ii) any material instrument or agreement to which Borrower is a party or by which Borrower is bound or which affects the Pledged Mortgage Loans, or (iii) any law, rule, regulation, ordinance, injunction or decree applicable to Borrower or to the Pledged Mortgage Loans. (h) There are no contingent liabilities which would adversely impact Borrower’s Adjusted Tangible Net Worth, Unrestricted Cash, or its ratio of Indebtedness to Adjusted Tangible Net Worth so as to reduce any of the foregoing below the minimum or maximum standards as applicable and set forth herein, nor have there been any adverse changes in any of Borrower’s assets, liabilities, business or financial condition, operation or results of operation of Borrower which have had or would reasonably be expected to have a material adverse effect on Borrower’s Adjusted Tangible Net Worth, Unrestricted Cash, or its ratio of Indebtedness to Adjusted Tangible Net Worth. (i) Borrower is not a guarantor and is not otherwise liable for any liability or obligation of any other Person which has not been disclosed to Lender and which would interfere with or impede Borrower’s ability to fulfill its obligations under this Agreement. (j) Borrower has not sold, leased, transferred or assigned any of its assets, tangible or intangible, other than for a fair consideration in the ordinary course of business. (k) Except for the security interest granted to Lender under Section 3.01 hereof, any Lien in favor of Borrower’s other warehouse lenders on Mortgage Loans which are not Pledged Mortgage Loans, and any other security interest consented to in writing by Borrower to Lender, Borrower has not imposed or permitted to be imposed any security interest upon any material portion of its assets, tangible or intangible. (l) Borrower or its designee has complied and will duly and faithfully comply in each case in all material respects with all applicable requirements of law with respect to the origination, underwriting and servicing of the Pledged Mortgage Loans. (m) Borrower has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”); Borrower has established an eligible contract participant (“ECP”) anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination or purchase of each Mortgage Loan for purposes of the Commodity Exchange Act (Anti-Money Laundering Laws, including with respect to the “CEA”) legitimacy of the applicable Mortgagor and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information provided to Lender, Agent, or their affiliates identify the applicable Mortgagor for purposes of onboarding and due diligence regarding the Anti-Money Laundering Laws. (n) No Related Person nor any of its Affiliates, officers, directors, partners or members, is an entity or person (or to Borrower’s ECP status knowledge, owned or controlled by an entity or person): (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and other financial information is true and correct Blocked Persons” (which list may be published from time to time in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP various mediums including, but not limited to, the OFAC website, http:xxx.xxxxx.xxx/xxxx/x00xxx.xxx); (iii) who commits, threatens to commit or supports “terrorism,” as that term is defined in the CEA and CFTC Regulations. If Borrower at EO13224; or (iv) who is otherwise affiliated with any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrowerentity or person listed above. (co) It has not relied on When viewed in the context of all representations, warranties and written statements made by Borrower in this Agreement and in any written statement or certificate furnished to Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to by Borrower in connection with the tax and accounting treatment transactions contemplated hereby, none of any Trade Creditsuch representations, warranties or written statements contains or will contain any Digital Assets untrue statements of a material fact or funds received will omit to state a material fact necessary to make the representation, warranty or provided hereunderwritten statement not misleading. (dp) It is acting for No holder of any Indebtedness of Borrower or of any of its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFASubsidiaries has given notice of any alleged default or event of default thereunder, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending or, to its knowledgeif given, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this PTFA or the accuracy of the representations and warranties hereunder or thereunder. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it same has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, been cured or will have at be cured by Borrower within the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFAcure period provided therein.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of to each Lender and the Security Agent that on the date of this PTFA hereof and continuing through the term of this PTFAon each Borrowing Date: (a) It (i) Borrower is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, and has the corporate power and authority to execute conduct the business in which it is currently engaged and deliver this PTFA, to own or hold under lease its properties and to enter into the extension of Trade Credits contemplated hereby and to perform its obligations hereunderunder each of the Operative Agreements to which Borrower is or will be a party. Borrower is duly qualified to do business as a foreign corporation in good standing in each jurisdiction in which the nature and extent of the business conducted by it, or the ownership of its properties, requires such qualification, except where the failure to be so qualified does not constitute or would not give rise to a Material Adverse Change with respect to Borrower. (ii) has taken The execution and delivery by Borrower of, and performance by Borrower of its obligations under, this Agreement and the other Operative Agreements to which Borrower is or will be a party, and the Purchase Agreement and the GTA, have been duly authorized by all necessary corporate action to authorize on the part of Borrower and do not require any stockholder approval, or approval or consent of any trustee or holder of any indebtedness or obligations of Borrower, except such execution, delivery as have been duly obtained and performance, are in full force and effect. (iii) this PTFA constitutes Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party, and the Purchase Agreement and the GTA, do not, (1) violate any provision of Borrower’s certificate of incorporation or by-laws, (2) violate any Law applicable to or binding on Borrower, or (3) violate or constitute any default under, or result in the creation of any Lien (other than as permitted under the Security Agreement) upon the Collateral under, any material lease, loan or other agreement to which Borrower is or will be a party or by which Borrower or any of its properties is bound. (iv) Borrower’s execution and delivery of, and performance of its obligations under, the Operative Agreements to which Borrower is or will be a party, and the Purchase Agreement and the GTA, and the consummation by Borrower of any transactions contemplated hereby or thereby will not require the consent, approval or authorization of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of (1) any trustee or other holder of any debt of Borrower, or (2) any Governmental Entity, other than (x) the Financing Statements (and continuation statements periodically related to the Collateral), (y) filings, recordings, notices, or other ministerial actions pursuant to any routine recording, contractual, or regulatory requirements and (z) the execution and delivery of the Consent and Agreement and the Engine Consent and Agreement by Airframe Manufacturer and Engine Manufacturer, respectively. (v) Each of the Operative Agreements to which Borrower is a party, and the Purchase Agreement and the GTA, have been, duly authorized, executed, and delivered by Borrower and, assuming the due authorization, execution, and delivery thereof by the other parties hereto and thereto, the Operative Agreements and the Purchase Agreement and the GTA, constitute, and on the applicable Borrowing Date, each of the other Operative Agreements to which Borrower is a party will constitute legal, valid, and binding obligation obligations of Borrower enforceable against it Borrower in accordance with its their terms, except as such enforceability may be limited by bankruptcy, insolvency, and other similar Laws affecting the rights of creditors generally or by general principles of equity. (bvi) It is an eligible contract participant (“ECP”) for purposes of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to LenderExcept as set forth in Holdings’ most recent annual report on Form 10-K, Agent, quarterly report on Form 10-Q or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied current report on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar Form 8-K filed by Holdings with the inherent risks involved in the transaction contemplated in this PTFASEC on or prior to December 31, including risk of new financial regulatory requirements2005, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It no action, claim or proceeding is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings now pending or, to its knowledgeBorrower’s Actual Knowledge, threatened, against Borrower before any Governmental Entity, that is reasonably likely to be determined adversely to Borrower and if determined adversely to Borrower would result in a Material Adverse Change with respect to Borrower, and there is no action, suit or proceeding pending, or to the Actual Knowledge of Borrower threatened, before or by any court, arbitrator or administrative agency, body or official to which Borrower is subject, that questions the validity of the Operative Agreements. (vii) The financial statements delivered by Borrower pursuant to Section 4(a)(ix) have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Holdings and its consolidated subsidiaries as of such date and the results of its operations and cash flows for such periods, and since the date of such balance sheet, there has been no material adverse change in such financial condition or results of operations, except for matters disclosed in (1) the financial statements referred to above, or (2) any subsequent report filed with the SEC. (viii) Except for the security interest granted to the Security Agent pursuant to the Security Agreement and except for Permitted Liens, Borrower owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Security Agent, for the ratable benefit of the Lenders, pursuant to this Agreement. On each Borrowing Date, except for the filing of the Financing Statements, no further action, including filing or recording any document (including any financing statement under UCC Article 9) is necessary in order to establish and perfect Security Agent’s first priority Lien on the Collateral, as against Borrower and any other Person, in any applicable jurisdictions in the United States. The security interests granted pursuant to the Security Agreement will, upon completion of the filings of the Financing Statements specified in the prior sentence, constitute valid first priority perfected security interests in all of the Collateral in favor of Security Agent as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of Borrower and any Persons purporting to purchase any Collateral from Borrower in any applicable jurisdiction in the United States. On the date hereof, Borrower’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of Borrower’s chief executive office are as follows: Jurisdiction of Organization: Delaware Identification Number: 2350036 Chief Executive Offices: 0000 XxxXxxx Xxxx Xxxxxxx, Xxxxxxx 00000 (ix) Each of the Purchase Agreement and the GTA are in full force and effect and neither Borrower nor, to the Actual Knowledge of Borrower, either of the Airframe Manufacturer or the Engine Manufacturer is in default of its obligations thereunder. Borrower has delivered to Security Agent a true and complete copy (with sensitive pricing information redacted) of the Purchase Agreement and the GTA, together with all amendments, supplements, modifications and letter agreements relating thereto, except for those letter agreements and provisions of letter agreements specifically excluded from the assignment of the Security Agreement (by virtue of the definitions of “Purchase Agreement” and “GTA”). None of the excluded letter agreements or provisions thereof could reasonably be anticipated to have any an adverse effect on the rights and privileges of the Security Agent, as assignee, under the non-excluded portions of the Purchase Agreement or GTA. The Borrower has not received any notice from Airframe Manufacturer or Engine Manufacturer claiming that Borrower is in default of any provision under the Purchase Agreement or the GTA or claiming any rights or intent to terminate or cancel any such agreement. (x) Neither Borrower nor any Person authorized to act on its behalf has directly or indirectly offered any beneficial interest or Security relating to the ownership of any interest in the Collateral, or any of the Loan Certificates, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or Security to, any Person in violation of the registration requirements of the Securities Act or in violation of the registration requirements of any applicable state or foreign securities Laws. (xi) Borrower is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act of 1940. (xii) [Intentionally Omitted]. (xiii) No Person acting on behalf of Borrower is or will be entitled to any broker’s fee, commission, or finder’s fee in connection with the transactions contemplated by this PTFA or the accuracy of the representations and warranties hereunder or thereunderAgreement, other than Borrower’s Advisor. (hxiv) To its knowledge Borrower will not directly or indirectly use any of the proceeds from the issuance of the Loan Certificates so as to result in a violation of Regulation T, U or X of the Board of Governors of the Federal Reserve System. (xv) Borrower is not (A) in default under any indenture, mortgage, lease or credit agreement or under any other agreement or instrument of a material nature to which Borrower is now a party or by which it is bound or (B) in violation of any law, order, injunction, decree, rule or regulation applicable to Borrower of any court or administrative body, which violation or default referred to in the preceding clause (A) or (B) (x) would reasonably be expected to result in a Material Adverse Change or (y) would involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien on, the Collateral. (xvi) Assuming the representations of the Lenders in Section 5(b)(iii) hereof are correct, none of the execution and delivery of this Agreement or any of the Operative Agreements or the consummation of the transactions contemplated in this PTFA are not herein or therein will involve any prohibited by law transaction within the meaning of Section 406 of ERISA or other authority in Section 4975 of the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFACode. (ixvii) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject All non-deferrable Advance Payments due prior to the terms Effective Date have been paid in full by Borrower. (xviii) Schedule 4 represents the current schedule of non-deferrable Advance Payments due and conditions hereof, free and clear of all liens and encumbrances other than those arising payable for each Aircraft under this PTFAthe Purchase Agreement.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower Borrower, by execution of this Agreement, hereby represents and warrants thatthat as of the date hereof, with the understanding that Purchasers are expressly relying thereon as an inducement to enter in this Agreement and extend the maturity of the Amended Notes: (a) no Event of Default has occurred or is continuing; (b) Borrower’s most recent Quarterly Report on SEC Form 10-Q for the three months and nine months ended September 30, 2010, and its most recent preliminary prospectus filed on November 22, 2010 as part of its Registration Statement No. 333-164848, did not as of the date of this PTFA their filing, and continuing through the term do not as of this PTFA: (a) It (i) has date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the power to execute and deliver this PTFAstatements therein, to enter into the extension of Trade Credits contemplated hereby and to perform its obligations hereunder, (ii) has taken all necessary action to authorize such execution, delivery and performance, and (iii) this PTFA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes light of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to Lendercircumstances under which they were made, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrowermisleading. (c) It Borrower has not relied provided Purchasers with a comprehensive schedule of all of Borrower’s and its subsidiaries’ and controlled affiliates’ (including the WFOE Subsidiaries’) bank accounts and cash balances as of November 30, 2010 or a more recent date (the “Current Cash Schedule”). The Current Cash Schedule reflects all cash and cash-equivalents on Lender or Agent for any tax or accounting advice concerning this PTFA hand of the Borrower and that it has made its own determination Subsidiaries and controlled affiliates (including the WFOE Subsidiaries) (“Borrower Cash”) as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunderits date. (d) It The Borrower Cash is acting for its own accountnot subject to any pledge, lien or security interest in favor of any bank, other lender or other third party. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It is not insolvent and The Borrower Cash is not subject to any bankruptcy contract or insolvency proceedings under agreement with any applicable lawsparty to which the Borrower, any of its Subsidiaries, including the WFOE Subsidiaries, or any legal or beneficial owners of any of the WFOE Subsidiaries is a party, that restricts, limits or conditions Borrower’s or any of the WFOE Subsidiaries’ access to the Borrower cash for use as distributions or fees to the Borrower (in the case of the WFOE Subsidiaries) or otherwise for use by the Borrower for repayment of the Amended Notes, (f) While the Borrower or its WFOE Subsidiaries will be required to comply with certain PRC administrative procedures necessary to obtain certain required permits and approvals in order for the WFOE Subsidiaries to remit funds in non-PRC currency to the Borrower as distributions or fees, (i) to Borrower’s knowledge neither Borrower nor any WFOE Subsidiary has taken or omitted to take any action, whether in the course of its organization, transfers of ownership, operation or otherwise, that could result in failure to obtain all such required permits and approvals, (ii) Borrower has no reason to believe that such permits and approvals, when requested, will not be obtained within a reasonable period of time from the date of the initiation of such request, and (ii) other than compliance with such administrative procedures, to Borrowers’ knowledge, neither Borrower nor any WFOE Subsidiary is subject to any legal restriction on its ability to obtain prompt and immediate access to Borrower Cash for use as distributions or fees to the Borrower (in the case of the WFOE Subsidiaries) or otherwise for use by the Borrower for repayment of the Amended Notes. Acceptance by the Purchasers of the foregoing representation shall not be deemed to extend, modify or amend the existing grace or cure periods in the Amended Notes. (g) There To the Borrower’s knowledge after due inquiry as to both facts and applicable PRC law, the WFOE Subsidiaries are no proceedings pending ornot subject to any legal, regulatory or contractual restrictions that would prohibit, restrict or otherwise impair their ability to immediately remit payment in full of an amount equal to all amounts due under the Amended Notes in PRC currency to a PRC bank account held by any agent, nominee or transferee of the Purchasers and without compliance with PRC administrative procedures that would otherwise be applicable to distributions or fees to the Borrower if the payment were to be made in other than PRC currency or to a non-PRC entity. Borrower shall, within 10 days of any joint Purchaser request made after execution and delivery of this Agreement, cause the WFOE Subsidiaries established in the PRC to adopt Board resolutions stating that such WFOE Subsidiary agrees to transfer, to a designated agent, nominee or transferee of the Purchasers, promptly upon their first demand following any Event of Default under the Amended Notes, funds in an amount equal to all sums then due and owing under the Amended Notes and this Agreement. Concurrently herewith and as a condition to the effectiveness of this Agreement, Borrower is delivering to the Purchaser a certification of its knowledge, threatened, which could reasonably be anticipated Chief Executive Officer and Chief Financial Officer as to have any adverse effect on the transactions contemplated by this PTFA or the accuracy of the foregoing representations and warranties hereunder or thereunderwarranties. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It immediately upon giving effect to this Forbearance (i) the representations and warranties contained in the Loan Documents are true, accurate and complete (i.e., do not omit to state a material fact necessary in order to make the statements made, in light of the circumstances which they were made, not misleading) in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they were true and correct as of such date), and (ii) no Event of Default has occurred and is continuing, other than the Default(s) waived pursuant to this Forbearance; (b) Borrower has the corporate power and authority to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby Forbearance and to perform its obligations hereunderunder the Loan Agreement, as amended by this Forbearance; (iic) has taken the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to PFG on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) the execution and delivery by Borrower of this Forbearance, the Amendments (as defined in Section 8.2) and the performance by Borrower of its obligations under the Loan Agreement and Amended Warrant have been duly authorized by all necessary corporate action to authorize such execution, delivery and performance, and on the part of Borrower; (iiie) this PTFA constitutes a legal, valid, Forbearance has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of the Commodity Exchange Act (the “CEA”) general application and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided equitable principles relating to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect.affecting creditors’ rights; and (f) It is not insolvent as of the date hereof, it has no known defenses against the obligations to pay any amounts under the Obligations and is not subject to it has no known claims of any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending orkind against PFG. Borrower acknowledges that, to its knowledge, threatenedPFG has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Forbearance and in connection with the Loan Documents. For purposes hereof, which could the term “knowledge” (and derivative terms) means the actual knowledge of any executive officer of Borrower or such knowledge as a reasonably be anticipated to prudent executive officer of a U.S. publicly-traded corporation would have any adverse effect on if such executive officer exercised reasonable diligence in the transactions contemplated by performance of his or her legal duties and responsibilities. Borrower understands and acknowledges that PFG is entering into this PTFA or Forbearance in reliance upon, and in partial consideration for, the accuracy of the above representations and warranties hereunder or thereunderwarranties. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It immediately upon giving effect to this Modification (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; (b) Borrower has the corporate power and authority to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby Modification and to perform its obligations hereunderunder the Loan Agreement, (ii) has taken all necessary action to authorize such execution, delivery and performance, and (iii) as amended by this PTFA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower.Modification; (c) It has the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to PFG on the date of the Loan Agreement remain true, accurate and complete and have not relied on Lender been amended, supplemented or Agent for any tax or accounting advice concerning this PTFA restated and that it has made its own determination as are and continue to the tax be in full force and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder.effect; (d) It is acting for the execution and delivery by Borrower of this Modification and the performance by Borrower of its own account.obligations under the Loan Agreement has been duly authorized by all necessary corporate action on the part of Borrower; (e) It is sophisticated this Modification has been duly authorized, executed and fully familiar with the inherent risks involved in the transaction contemplated in this PTFAdelivered by Borrower and constitutes a binding obligation of Borrower, including risk enforceable against Borrower, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of new financial regulatory requirements, potential loss of money general application and risks due equitable principles relating to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect.or affecting creditors’ rights; (f) It is this Modification does not insolvent and is not subject to require the consent of any bankruptcy third party or insolvency proceedings under any applicable laws.such consent has been secured; and (g) There are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this PTFA or the accuracy as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations and it has no claims of any kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Modification and in connection with the Loan Documents. Borrower understands and acknowledges that PFG is entering into this Modification in reliance upon, and in partial consideration for, the above representations and warranties hereunder or thereunderwarranties, and agrees that such reliance is reasonable and appropriate. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It (i) has the power to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby and to perform its obligations hereunder, (ii) has taken all necessary action to authorize such execution, delivery and performance, and (iii) this PTFA constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes of the Commodity Exchange Act (the “CEA”) and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account.. Coinbase 2023 US Version 3 (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect. (f) It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this PTFA or the accuracy of the representations and warranties hereunder or thereunder. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It immediately upon giving effect to this Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete (i.e., do not omit to state a material fact necessary in order to make the statements made, in light of the circumstances which they were made, not misleading) in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they were true and correct as of such date), and (ii) no Event of Default has occurred and is continuing, other than the Default(s) waived pursuant to this Amendment; (b) Borrower has the corporate power and authority to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby Amendment and to perform its obligations hereunderunder the Loan Documents, as amended by this Amendment; (iic) has taken all necessary action the articles of incorporation, bylaws and other organizational documents of Borrower delivered to authorize such PFG on the Effective Date remain true, accurate and complete and have not been amended (other than as disclosed in Borrower’s SEC filings), supplemented or restated and are and continue to be in full force and effect; (d) the execution, delivery and performance, and performance by Borrower of this Amendment have been duly authorized by all necessary corporate action on the part of Borrower; (iiie) this PTFA constitutes a legal, valid, Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of the Commodity Exchange Act (the “CEA”) general application and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided equitable principles relating to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect.affecting creditors’ rights; and (f) It is not insolvent as of the date hereof, it has no known defenses against the obligations to pay any amounts under the Obligations and is not subject to it has no known claims of any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending orkind against PFG. Borrower acknowledges that, to its knowledge, threatenedPFG has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Amendment and in connection with the Loan Documents. For purposes hereof, which could the term “knowledge” (and derivative terms) means the actual knowledge of any executive officer of Borrower or such knowledge as a reasonably be anticipated to prudent executive officer of a U.S. publicly-traded corporation would have any adverse effect on if such executive officer exercised reasonable diligence in the transactions contemplated by performance of his or her legal duties and responsibilities. Borrower understands and acknowledges that PFG is entering into this PTFA or Amendment in reliance upon, and in partial consideration for, the accuracy of the above representations and warranties hereunder or thereunderwarranties. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It immediately upon giving effect to this First Amendment (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Event of Default has occurred and is continuing; (b) Borrower has the corporate power and authority to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby First Amendment and to perform its obligations hereunderunder the Loan Agreement, as amended by this First Amendment; (iic) has taken the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) the execution and delivery by Borrower of this First Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this First Amendment, have been duly authorized by all necessary corporate action to authorize such execution, delivery and performance, and on the part of Borrower; (iiie) this PTFA constitutes a legal, valid, First Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of the Commodity Exchange Act (the “CEA”) general application and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided equitable principles relating to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect.affecting creditors’ rights; and (f) It is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this PTFA or the accuracy as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations. Borrower acknowledges that Bank has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this First Amendment and in connection with the Loan Documents. Borrower understands and acknowledges that Bank is entering into this First Amendment in reliance upon, and in partial consideration for, the above representations and warranties hereunder or thereunderwarranties, and agrees that such reliance is reasonable and appropriate. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, as of the date of this PTFA and continuing through the term of this PTFA: (a) It immediately upon giving effect to this Forbearance (i) the representations and warranties contained in the Loan Documents are true, accurate and complete (i.e., do not omit to state a material fact necessary in order to make the statements made, in light of the circumstances which they were made, not misleading) in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they were true and correct as of such date), and (ii) no Event of Default has occurred and is continuing, other than the Default(s) waived pursuant to this Forbearance; (b) Borrower has the corporate power and authority to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby Forbearance and to perform its obligations hereunderunder the Loan Documents, as amended by this Forbearance; (iic) has taken all necessary action the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to authorize such PFG on the Effective Date remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) the execution, delivery and performance, and performance by Borrower of this Forbearance have been duly authorized by all necessary corporate action on the part of Borrower; (iiie) this PTFA constitutes a legal, valid, Forbearance has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against it in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of the Commodity Exchange Act (the “CEA”) general application and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided equitable principles relating to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect.affecting creditors’ rights; and (f) It is not insolvent as of the date hereof, it has no known defenses against the obligations to pay any amounts under the Obligations and is not subject to it has no known claims of any bankruptcy or insolvency proceedings under any applicable laws. (g) There are no proceedings pending orkind against PFG. Borrower acknowledges that, to its knowledge, threatenedPFG has acted in good faith and has conducted in a commercially reasonable manner its relationships with Borrower in connection with this Forbearance and in connection with the Loan Documents. For purposes hereof, which could the term “knowledge” (and derivative terms) means the actual knowledge of any executive officer of Borrower or such knowledge as a reasonably be anticipated to prudent executive officer of a U.S. publicly-traded corporation would have any adverse effect on if such executive officer exercised reasonable diligence in the transactions contemplated by performance of his or her legal duties and responsibilities. Borrower understands and acknowledges that PFG is entering into this PTFA or Forbearance in reliance upon, and in partial consideration for, the accuracy of the above representations and warranties hereunder or thereunderwarranties. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.

BORROWER REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants that, that as of the date of this PTFA and continuing through the term of this PTFAForbearance Effective Date: (a) It immediately upon giving effect to this Forbearance (i) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (ii) no Default or Event of Default has occurred and is continuing, other than the Specified Defaults; (b) Borrower has the corporate power and authority to execute and deliver this PTFA, to enter into the extension of Trade Credits contemplated hereby Forbearance and to perform its obligations hereunderunder the Loan Agreement, as amended by this Forbearance; (iic) the certificate of incorporation, bylaws and other organizational documents of Borrower delivered to PFG on the effective date of the Loan Agreement remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect; (d) the execution and delivery by Borrower of this Forbearance and the performance by Borrower of its obligations under the Loan Agreement has taken been duly authorized by all necessary corporate action to authorize such execution, delivery and performance, and on the part of Borrower; (iiie) this PTFA Forbearance has been duly executed and delivered by Borrower and constitutes a legal, valid, and the binding obligation of Borrower, enforceable against it Borrower in accordance with its terms. (b) It is an eligible contract participant (“ECP”) for purposes , except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of the Commodity Exchange Act (the “CEA”) general application and all U.S. Commodity Futures Trading Commission regulations thereunder (“CFTC Regulations”). Any information provided equitable principles relating to Lender, Agent, or their affiliates for purposes of onboarding and due diligence regarding Borrower’s ECP status and other financial information is true and correct in all material respects. Bxxxxxxx further agrees that it will at all times maintain its status as an ECP as that term is defined in the CEA and CFTC Regulations. If Borrower at any time during the pendency of this PTFA ceases to be an ECP, Borrower will notify Lender and Agent immediately. Borrower acknowledges and understands that if it ceases to be an ECP during the pendency of this PTFA, Lender will not make any new Trade Credits to the Borrower. (c) It has not relied on Lender or Agent for any tax or accounting advice concerning this PTFA and that it has made its own determination as to the tax and accounting treatment of any Trade Credit, any Digital Assets or funds received or provided hereunder. (d) It is acting for its own account. (e) It is sophisticated and fully familiar with the inherent risks involved in the transaction contemplated in this PTFA, including risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of Digital Assets and voluntarily takes full responsibility for any risk to that effect.affecting creditors’ rights; (f) It is not insolvent as of the date hereof, it has no defenses against the obligations to pay any amounts under the Obligations and is not subject to it has no claims of any bankruptcy or insolvency proceedings under any applicable laws.kind against PFG. Borrower acknowledges that PFG has acted in good faith and has conducted in a commercially reasonable manner its relationship with Borrower in connection with this Forbearance and in connection with the Loan Documents; and (g) There are no proceedings pending orthe information set forth in the Representations, as may updated by Borrower (as it deems required) and delivered to its knowledgePFG on or prior to the date hereof, threatenedcontinues to be true, which could reasonably be anticipated to have any adverse effect on correct, accurate and complete. Borrower understands and acknowledges that PFG is entering into this Forbearance in reliance upon, and in partial consideration for, the transactions contemplated by this PTFA or the accuracy of the above representations and warranties hereunder or thereunderwarranties, and agrees that such reliance is reasonable and appropriate. (h) To its knowledge the transactions contemplated in this PTFA are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this PTFA. (i) It has, or will have at the time of repayment of any Trade Credits, the right to deliver such Cash and Digital Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances other than those arising under this PTFA.