Common use of Financing Commitment Clause in Contracts

Financing Commitment. (a) For the duration of the Commitment Period and subject to the terms of this CTF Agreement, Lender shall finance on a committed basis Orders for the purchase and sale of any Digital Assets submitted by the Client on the Trading Platform up to the Authorized Amount; provided, however, that Lender shall not be required to lend Digital Assets with respect to any Order if a Digital Asset Unavailability Event has occurred and is continuing. Coinbase and Lender agree that if at the time Client submits an Order (other than a Delayed Settlement OTC Order) on the Trading Platform Client does not have sufficient Cash or Digital Assets in its Trading Balance for such purchase or sale, respectively, Lender shall provide financing in the form of Cash Trade Credits or Digital Asset Trade Credits, respectively, in an amount sufficient to execute and settle such Order subject to the terms of this CTF Agreement and provided that (i) Lender shall not be required to extend to Borrower any Trade Credit with a USD notional value at the time the relevant Order is placed in excess of the Available Balance and (ii) with respect to a sale Order, a Digital Asset Unavailability Event has not occurred. In addition, Coinbase and Xxxxxx agree that this CTF Agreement meets any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform up to the Borrower Authorized Amount. (b) Each of Lender and Coinbase agree that prior to the end of the Commitment Period neither entity shall take any of the following actions without providing 180 calendar days’ written notice to Borrower: (i) subject to Section 3(e), increase any interest charges and fees above the applicable charges and fees agreed in writing between Coinbase, Lender and Borrower from time to time for the execution, settlement or financing of any Orders related to the Digital Assets or impose any additional fees or charges with respect thereto; or (ii) change, modify or adjust any index relevant to interest charged or paid with respect to the execution, settlement or financing of any Orders related to the Digital Assets; or terminate, accelerate or recall any Trade Credits; or (iii) discontinue extending Digital Assets as Trade Credits to Borrower with respect to an Order for the sale of the same type of Digital Asset; provided that, (A) a Digital Asset Unavailability Event has not occurred, and (B) Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (iv) discontinue extending cash as Trade Credits to Borrower with respect to an Order for the purchase of any Digital Asset; provided that, Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (v) require the posting of a minimum amount of margin or collateral; or (vi) modify any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform; or (vii) impose any other requirement in respect of Borrower or condition with respect to the extension of credit that is not required under the CTF Agreement or by applicable law; or (viii) modify the Authorized Amount or the determination of the Available Balance. Coinbase and Lender may only take any of the actions set forth in this clause (b) by (i) delivering a written notice to Borrower that describes in reasonable detail (including specific references to relevant provisions of the CTF Agreement) the actions such entity intends to take and is delivered on a day that is no earlier than 180 calendar days prior to the date on which such entity takes such action or (ii) in the event of a Change in Law with respect to the financing under this CTF Agreement, as permitted under Section 25(a) of the Prime Broker Agreement. (c) Lender shall not be required to extend Digital Asset Trade Credits with respect to any Requested Amount if at the time an Order for the sale of Digital Assets is submitted that would require the extension of Digital Assets Trade Credits a Digital Asset Unavailability Event has occurred and is continuing. Notwithstanding the foregoing, if Borrower has delivered a Digital Asset Availability Notice to Lender by 6:00 PM EST on the Business Day prior to an Order and Lender has not responded to such notice within 1 hour of its receipt, Lender is committed to extending Digital Asset Trade Credits in a number equal to the Required Amount regardless of the market conditions at the time. (d) Borrower shall deliver any Digital Asset Availability Notice to [***]. Coinbase and Lender represent, warrant and covenant that any information provided in connection with a Digital Asset Availability Notice shall be shared solely with members of their financing team, solely for purposes of determining the availability of a Required Amount and Coinbase and Lender and Coinbase’s obligations under Section 2 of the General Terms shall apply to such information. (e) With respect to any Order to sell Digital Assets, if an event described in clause (iii) of the definition of “Digital Asset Unavailability Event” has occurred and is continuing which results in Lender’s cost to borrow the relevant Digital Assets materially increasing because of such event, if Lender can still borrow the relevant Digital Asset, Lender shall be entitled, acting in good faith and in its commercially reasonably discretion, to increase the fees applicable to loans of Digital Assets to take account of such increased cost; provided that, (i) any such increase in fees shall be determined in Lender’s commercially reasonable discretion based on the market rate for the relevant Digital Asset and (ii) (A) if Borrower has submitted a Digital Asset Availability Notice prior 6:00 PM EST on the immediately preceding Business Day, Lender has informed Borrower of the amount of any fee increase within 1 hour of its receipt of such Digital Asset Availability Notice or (B) if Borrower has not submitted a Digital Asset Availability Notice, Lender has notified Borrower of such fee increase by 6:00 PM EST on the immediately preceding Business Day.

Financing Commitment. (a) For Parent has delivered to the duration Company true and correct copies, as of the date hereof, of a fully executed commitment letter (together with all exhibits and annexes thereto) and (subject to redactions of fee amounts, percentages, flex provisions and any other economic terms and other provisions that are customarily redacted in connection with transactions of this type, so long as such redaction does not cover terms that would adversely affect the conditionality or termination of the Debt Financing) fee letters from the financial institutions and Financing Sources identified therein (collectively, the “Debt Commitment Period Letter”) to provide, on the terms and subject only to the terms conditions stated therein (subject to any “market flex” provisions included in the fee letter), debt financing in the amounts set forth therein (the “Debt Financing”). As of this CTF Agreementthe date hereof, Lender shall finance on a committed basis Orders for the purchase and sale obligations of the Financing Sources to fund the Debt Financing under the Debt Commitment Letter are not subject to any Digital Assets submitted by conditions precedent or other contingencies, except as expressly set forth in the Client on Debt Commitment Letter. As of the Trading Platform up to the Authorized Amount; provideddate hereof, however, that Lender shall not be required to lend Digital Assets there are no Contracts with respect to any Order if a Digital Asset Unavailability Event has occurred and is continuing. Coinbase and Lender agree that if at the time Client submits an Order (Debt Financing other than the Debt Commitment Letter and a Delayed Settlement OTC Order) customary engagement letter relating to the Debt Financing (which does not contain any terms that impact the conditionality or termination of the Debt Financing). As of the date hereof, the Debt Commitment Letter has not been terminated, amended or modified, and no terms thereunder have been waived, in each case, in writing, and, to the knowledge of Parent no such termination, amendment, modification or waiver is currently contemplated. Parent, US Holdings, Merger Sub 1 and Merger Sub 2 have fully paid any and all commitment fees and other fees in connection with the Debt Commitment Letter and the Debt Financing, in each case, required to be paid in cash as of the date hereof. Assuming the Debt Financing is funded in accordance with the Debt Commitment Letter, the net cash proceeds contemplated by the Debt Commitment Letter, together with other available sources and amounts, will, in the aggregate be sufficient for Parent, US Holdings, Merger Sub 1 and Merger Sub 2 to pay all cash amounts required to be paid by Parent, US Holdings, Merger Sub 1 and Merger Sub 2 thereby on the Trading Platform Client does not have sufficient Cash Closing Date (the “Required Amount”), including the Merger Consideration owed, due and payable in cash at Closing, any cash fees under the Debt Commitment Letter that are earned and due at Closing, and all related expenses owed and due in cash on the Closing Date by Parent, US Holdings, Merger Sub 1 or Digital Assets in its Trading Balance for such purchase or sale, respectively, Lender shall provide financing in the form of Cash Trade Credits or Digital Asset Trade Credits, respectively, in an amount sufficient to execute Merger Sub 2 (assuming and settle such Order subject giving effect to the terms maximum amount of this CTF Agreement and “market flex” (including original issue discount flex) provided that (i) Lender shall not be required to extend to Borrower any Trade Credit with a USD notional value at under the time the relevant Order is placed in excess of the Available Balance and (ii) with respect to a sale Order, a Digital Asset Unavailability Event has not occurred. In addition, Coinbase and Xxxxxx agree that this CTF Agreement meets any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform up to the Borrower Authorized Amountfee letter). (b) Each of Lender The Debt Commitment Letter is, as to Parent, US Holdings, Merger Sub 1 and Coinbase agree that prior Merger Sub 2 and, to the end knowledge of Parent, the other parties thereto, enforceable against such Persons in accordance with their terms, in each case, as enforcement may be limited by Creditors’ Rights. The Debt Commitment Letter is in full force and effect in all material respects and, to the knowledge of Parent, no event has occurred which, with or without notice, lapse of time or both, would constitute an event of default on the part of Parent, US Holdings, Merger Sub 1 or Merger Sub 2 under the Debt Commitment Letter. Assuming satisfaction of all of the Commitment Period neither entity shall take any of the following actions without providing 180 calendar days’ written notice to Borrower: (i) subject to Section 3(e), increase any interest charges and fees above the applicable charges and fees agreed in writing between Coinbase, Lender and Borrower from time to time for the execution, settlement or financing of any Orders related to the Digital Assets or impose any additional fees or charges with respect thereto; or (ii) change, modify or adjust any index relevant to interest charged or paid with respect to the execution, settlement or financing of any Orders related to the Digital Assets; or terminate, accelerate or recall any Trade Credits; or (iii) discontinue extending Digital Assets as Trade Credits to Borrower with respect to an Order for the sale of the same type of Digital Asset; provided that, (A) a Digital Asset Unavailability Event has not occurred, and (B) Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (iv) discontinue extending cash as Trade Credits to Borrower with respect to an Order for the purchase of any Digital Asset; provided that, Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (v) require the posting of a minimum amount of margin or collateral; or (vi) modify any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform; or (vii) impose any other requirement in respect of Borrower or condition with respect to the extension of credit that is not required under the CTF Agreement or by applicable law; or (viii) modify the Authorized Amount or the determination of the Available Balance. Coinbase and Lender may only take any of the actions conditions set forth in this clause (b) by (i) delivering a written notice to Borrower that describes in reasonable detail (including specific references to relevant provisions Agreement and the truthfulness, accuracy and completeness of the CTF Agreement) representations and warranties set forth in ARTICLE IV and the actions such entity intends completion of the Marketing Period, as of the date hereof, Parent does not have any actual reason to take and is delivered on a day believe that is no earlier than 180 calendar days prior any of the conditions to the funding of the full amount of the Debt Financing will not be satisfied or that the full amount of the Debt Financing will not be available to Parent, US Holdings, Merger Sub 1 or Merger Sub 2, in each case, on the date on which such entity takes such action or (ii) in of the event Closing. The obligations of a Change in Law with respect to the financing Parent, US Holdings, Merger Sub 1 and Merger Sub 2 under this CTF Agreement, as permitted under Section 25(a) of the Prime Broker Agreement. (c) Lender shall Agreement are not be required to extend Digital Asset Trade Credits with respect subject to any Requested Amount if at conditions precedent regarding Parent’s, Mxxxxx Sub 1’s or Merger Sub 2’s ability to obtain the time an Order for the sale of Digital Assets is submitted that would require the extension of Digital Assets Trade Credits a Digital Asset Unavailability Event has occurred and is continuing. Notwithstanding the foregoing, if Borrower has delivered a Digital Asset Availability Notice to Lender by 6:00 PM EST on the Business Day prior to an Order and Lender has not responded to such notice within 1 hour of its receipt, Lender is committed to extending Digital Asset Trade Credits in a number equal to the Required Amount regardless of the market conditions at the timeDebt Financing or any other financing. (d) Borrower shall deliver any Digital Asset Availability Notice to [***]. Coinbase and Lender represent, warrant and covenant that any information provided in connection with a Digital Asset Availability Notice shall be shared solely with members of their financing team, solely for purposes of determining the availability of a Required Amount and Coinbase and Lender and Coinbase’s obligations under Section 2 of the General Terms shall apply to such information. (e) With respect to any Order to sell Digital Assets, if an event described in clause (iii) of the definition of “Digital Asset Unavailability Event” has occurred and is continuing which results in Lender’s cost to borrow the relevant Digital Assets materially increasing because of such event, if Lender can still borrow the relevant Digital Asset, Lender shall be entitled, acting in good faith and in its commercially reasonably discretion, to increase the fees applicable to loans of Digital Assets to take account of such increased cost; provided that, (i) any such increase in fees shall be determined in Lender’s commercially reasonable discretion based on the market rate for the relevant Digital Asset and (ii) (A) if Borrower has submitted a Digital Asset Availability Notice prior 6:00 PM EST on the immediately preceding Business Day, Lender has informed Borrower of the amount of any fee increase within 1 hour of its receipt of such Digital Asset Availability Notice or (B) if Borrower has not submitted a Digital Asset Availability Notice, Lender has notified Borrower of such fee increase by 6:00 PM EST on the immediately preceding Business Day.

Financing Commitment. (a) For the duration of the Commitment Period and subject to the terms of this CTF Agreement, Lender shall finance on a committed basis Orders for the purchase and sale of any Digital Assets submitted by the Client on the Trading Platform up to the Authorized Amount; provided, however, that Lender shall not be required to lend Digital Assets with respect to any Order if a Digital Asset Unavailability Event has occurred and is continuing. Coinbase and Lender agree that if at the time Client submits an Order (other than a Delayed Settlement an OTC Order) on the Trading Platform Client does not have sufficient Cash or Digital Assets in its Trading Balance for such purchase or sale, respectively, Lender shall provide financing in the form of Cash Trade Credits or Digital Asset Trade Credits, respectively, in an amount sufficient to execute and settle such Order subject to the terms of this CTF Agreement and provided that (i) Lender shall not be required to extend to Borrower any Trade Credit with a USD notional value at the time the relevant Order is placed in excess of the Available Balance and (ii) with respect to a sale Order, a Digital Asset Unavailability Event has not occurred. In addition, Coinbase and Xxxxxx agree that this CTF Agreement meets any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform up to the Borrower Authorized Amount. (b) Each of Lender and Coinbase agree that prior to the end of the Commitment Period neither entity shall take any of the following actions without providing 180 calendar days’ written notice to Borrower: (i) subject to Section 3(e), increase any interest charges and fees above the applicable charges and fees agreed in writing between Coinbase, Lender and Borrower from time to time for the execution, settlement or financing of any Orders related to the Digital Assets or impose any additional fees or charges with respect thereto; or (ii) change, modify or adjust any index relevant to interest charged or paid with respect to the execution, settlement or financing of any Orders related to the Digital Assets; or terminate, accelerate or recall any Trade Credits; or (iii) discontinue extending Digital Assets as Trade Credits to Borrower with respect to an Order for the sale of the same type of Digital Asset; provided that, (A) a Digital Asset Unavailability Event has not occurred, and (B) Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (iv) discontinue extending cash as Trade Credits to Borrower with respect to an Order for the purchase of any Digital Asset; provided that, Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (v) require the posting of a minimum amount of margin or collateral; or (vi) modify any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform; or (vii) impose any other requirement in respect of Borrower or condition with respect to the extension of credit that is not required under the CTF Agreement or by applicable law; or (viii) modify the Authorized Amount or the determination of the Available Balance. Coinbase and Lender may only take any of the actions set forth in this clause (b) by (i) delivering a written notice to Borrower that describes in reasonable detail (including specific references to relevant provisions of the CTF Agreement) the actions such entity intends to take and is delivered on a day that is no earlier than 180 calendar days prior to the date on which such entity takes such action or (ii) in the event of a Change in Law with respect to the financing under this CTF Agreement, as permitted under Section 25(a) of the Prime Broker Agreement. (c) Lender shall not be required to extend Digital Asset Trade Credits with respect to any Requested Amount if at the time an Order for the sale of Digital Assets is submitted that would require the extension of Digital Assets Trade Credits a Digital Asset Unavailability Event has occurred and is continuing. Notwithstanding the foregoing, if Borrower has delivered a Digital Asset Availability Notice to Lender by 6:00 PM EST on the Business Day prior to an Order and Lender has not responded to such notice within 1 hour of its receipt, Lender is committed to extending Digital Asset Trade Credits in a number equal to the Required Amount regardless of the market conditions at the time. (d) Borrower shall deliver any Digital Asset Availability Notice to [***]xxxxxxxxx_xxxxxxx@xxxxxxxx.xxx. Coinbase and Lender represent, warrant and covenant that any information provided in connection with a Digital Asset Availability Notice shall be shared solely with members of their financing team, solely for purposes of determining the availability of a Required Amount and Coinbase and Lender and Coinbase’s obligations under Section 2 of the General Terms shall apply to such information. (e) With respect to any Order to sell Digital Assets, if an event described in clause (iii) of the definition of “Digital Asset Unavailability Event” has occurred and is continuing which results in Lender’s cost to borrow the relevant Digital Assets materially increasing because of such event, if Lender can still borrow the relevant Digital Asset, Lender shall be entitled, acting in good faith and in its commercially reasonably discretion, to increase the fees applicable to loans of Digital Assets to take account of such increased cost; provided that, (i) any such increase in fees shall be determined in Lender’s commercially reasonable discretion based on the market rate for the relevant Digital Asset and (ii) (A) if Borrower has submitted a Digital Asset Availability Notice prior 6:00 PM EST on the immediately preceding Business Day, Lender has informed Borrower of the amount of any fee increase within 1 hour of its receipt of such Digital Asset Availability Notice or (B) if Borrower has not submitted a Digital Asset Availability Notice, Lender has notified Borrower of such fee increase by 6:00 PM EST on the immediately preceding Business Day.

Financing Commitment. (a) For the duration Buyer has delivered to Seller Representative copies of the executed commitment letter (the “Commitment Period Letter”) from the Financing Sources pursuant to which, and subject to the terms of this CTF Agreementand conditions thereof, Lender shall finance on a the Financing Sources have committed basis Orders (the “Financing Commitment”) to lend the amounts set forth therein to Buyer for the purchase and sale purpose of any Digital Assets submitted by funding the Client on Contemplated Transactions (the Trading Platform up to the Authorized Amount; provided, however, that Lender shall not be required to lend Digital Assets with respect to any Order if a Digital Asset Unavailability Event has occurred and is continuing. Coinbase and Lender agree that if at the time Client submits an Order (other than a Delayed Settlement OTC Order) on the Trading Platform Client does not have sufficient Cash or Digital Assets in its Trading Balance for such purchase or sale, respectively, Lender shall provide financing in the form of Cash Trade Credits or Digital Asset Trade Credits, respectively, in an amount sufficient to execute and settle such Order subject to the terms of this CTF Agreement and provided that (i) Lender shall not be required to extend to Borrower any Trade Credit with a USD notional value at the time the relevant Order is placed in excess of the Available Balance and (ii) with respect to a sale Order, a Digital Asset Unavailability Event has not occurred. In addition, Coinbase and Xxxxxx agree that this CTF Agreement meets any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform up to the Borrower Authorized Amount“Debt Financing”). (b) Each The Financing Commitment is, as of Lender the date hereof, in full force and Coinbase agree that prior effect and has not been withdrawn or terminated or otherwise amended, supplemented or modified in any respect. The Financing Commitment, in the form so delivered, is, to Buyer’s Knowledge, a legal, valid and binding obligation of the Financing Sources subject to the end terms and conditions set forth therein. Except for a fee letter (a complete copy of which has been provided to the Sellers’ Representative with only the fee amounts and certain other terms redacted (none of which would adversely affect the amount, conditionality, enforceability, termination or availability of the Commitment Period neither entity shall take any Debt Financing), as of the following actions without providing 180 calendar days’ written notice to Borrower: (i) subject to Section 3(e)date hereof there are no side letters or other agreements, increase any interest charges and fees above the applicable charges and fees agreed in writing between Coinbase, Lender and Borrower from time to time for the execution, settlement contracts or financing of any Orders arrangements related to the Digital Assets funding or impose any additional fees or charges with respect thereto; or (ii) changeinvesting, modify or adjust any index relevant to interest charged or paid with respect to the executionas applicable, settlement or financing of any Orders related to the Digital Assets; or terminate, accelerate or recall any Trade Credits; or (iii) discontinue extending Digital Assets as Trade Credits to Borrower with respect to an Order for the sale of the same type of Digital Asset; provided that, (A) a Digital Asset Unavailability Event has not occurred, and (B) Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (iv) discontinue extending cash Debt Financing other than as Trade Credits to Borrower with respect to an Order for the purchase of any Digital Asset; provided that, Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (v) require the posting of a minimum amount of margin or collateral; or (vi) modify any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform; or (vii) impose any other requirement in respect of Borrower or condition with respect to the extension of credit that is not required under the CTF Agreement or by applicable law; or (viii) modify the Authorized Amount or the determination of the Available Balance. Coinbase and Lender may only take any of the actions expressly set forth in this clause (b) by (i) delivering a written notice to Borrower that describes in reasonable detail (including specific references to relevant provisions the Financing Commitment. As of the CTF Agreement) the actions such entity intends to take and is delivered on a day that is no earlier than 180 calendar days prior to the date on which such entity takes such action or (ii) in the event of a Change in Law with respect to the financing under this CTF Agreement, as permitted under Section 25(a) of the Prime Broker Agreement. (c) Lender shall not be required to extend Digital Asset Trade Credits with respect to any Requested Amount if at the time an Order for the sale of Digital Assets is submitted that would require the extension of Digital Assets Trade Credits a Digital Asset Unavailability Event has occurred and is continuing. Notwithstanding the foregoing, if Borrower has delivered a Digital Asset Availability Notice to Lender by 6:00 PM EST on the Business Day prior to an Order and Lender has not responded to such notice within 1 hour of its receipt, Lender is committed to extending Digital Asset Trade Credits in a number equal to the Required Amount regardless of the market conditions at the time. (d) Borrower shall deliver any Digital Asset Availability Notice to [***]. Coinbase and Lender represent, warrant and covenant that any information provided in connection with a Digital Asset Availability Notice shall be shared solely with members of their financing team, solely for purposes of determining the availability of a Required Amount and Coinbase and Lender and Coinbase’s obligations under Section 2 of the General Terms shall apply to such information. (e) With respect to any Order to sell Digital Assets, if an event described in clause (iii) of the definition of “Digital Asset Unavailability Event” has occurred and is continuing which results in Lender’s cost to borrow the relevant Digital Assets materially increasing because of such event, if Lender can still borrow the relevant Digital Asset, Lender shall be entitled, acting in good faith and in its commercially reasonably discretion, to increase the fees applicable to loans of Digital Assets to take account of such increased cost; provided thathereof, (i) any such increase in fees shall be determined in Lender’s commercially reasonable discretion based no event has occurred which, with or without notice, lapse of time or both, would constitute a default or Breach on the market rate for part of Buyer under any terms of the relevant Digital Asset Financing Commitment, and (ii) (A) if Borrower there has submitted a Digital Asset Availability Notice prior 6:00 PM EST been no failure of any condition on the immediately preceding Business Day, Lender has informed Borrower part of Buyer required under the Financing Commitment or other action on the part of Buyer that would or would reasonably be expected to result in any portion of the amount Debt Financing contemplated thereby to be unavailable. As of the date hereof, Buyer has no reason to believe that it would be unable to satisfy on a timely basis any fee increase within 1 hour term or condition of its receipt the Financing Commitment required to be satisfied by it. Assuming the satisfaction of the conditions precedent to Buyer’s obligation to consummate the transactions provided for hereunder, the aggregate proceeds of the Debt Financing as provided by the Commitment Letter, if funded in accordance with the Financing Commitment, together with the cash and cash equivalents otherwise available to Buyer, will be sufficient to fund all of the amounts required to be provided by Buyer for the consummation of such Digital Asset Availability Notice or (B) if Borrower has not submitted a Digital Asset Availability Noticetransactions, Lender has notified Borrower and are sufficient for the satisfaction of such fee increase by 6:00 PM EST on all of Buyer’s obligations to fund the immediately preceding Business Daycash portion of the Purchase Price pursuant to Section 2.2.

Financing Commitment. (a) For the duration True and complete copies of the Commitment Period and subject to the terms of this CTF Agreement, Lender shall finance on a committed basis Orders for the purchase and sale of any Digital Assets submitted by the Client on the Trading Platform up to the Authorized Amount; provided, however, that Lender shall not be required to lend Digital Assets with respect to any Order if a Digital Asset Unavailability Event has occurred and is continuing. Coinbase and Lender agree that if at the time Client submits an Order (other than a Delayed Settlement OTC Order) on the Trading Platform Client does not have sufficient Cash or Digital Assets in its Trading Balance for such purchase or sale, respectively, Lender shall provide financing in the form of Cash Trade Credits or Digital Asset Trade Credits, respectively, in an amount sufficient to execute and settle such Order subject to the terms of this CTF Agreement and provided that (i) Lender shall not be required a debt financing commitment letter executed by one or more financial institutions (collectively, the "Financing Commitment Letter") which has been redacted to extend to Borrower any Trade Credit with a USD notional value at the time the relevant Order is placed in excess of the Available Balance exclude certain information regarding interest payments and amortization, and (ii) with respect letters or other documentation evidencing commitments to contribute equity capital to Buyer (collectively, the "Capital Commitments"), have been previously provided by Buyer and Buyer Parent to Seller and Seller Parent. The per annum interest rate (other than any applicable default rate) provided for in the Financing Commitment Letter for Facility A is equal to the lender's "Base Rate" plus a "Margin;" the lender's Base Rate, as of the date hereof, does not exceed 8% and the Margin will not exceed 200 basis points; the Buyer and the Buyer Parent have the right to convert the interest rate for Facility A to a sale Orderfixed rate, which rate would not exceed, on the date hereof, 10% for any term of fifteen or fewer years. The per annum variable interest rate (other than any applicable default rate) provided for in the Financing Commitment Letter for Facility B would not, as of the date hereof, exceed 10%. The funds available pursuant to the Financing Commitment Letter, together with the Capital Commitments on hand, are sufficient to pay the Purchase Price at the Closing and costs of the transactions contemplated by this Agreement and to provide a Digital Asset Unavailability Event has not occurred. In addition, Coinbase and Xxxxxx agree that this CTF Agreement meets any pre-funding or financing arrangement condition Coinbase may have $10 million line of credit facility for the execution purpose of Orders on providing working capital for Buyer's operation of the Trading Platform up to Business after the Borrower Authorized Amount. (b) Each of Lender Closing and Coinbase agree that shall not, and cannot under their respective terms, be used or committed for any other purpose prior to the end termination of the Commitment Period neither entity shall take any of the following actions without providing 180 calendar days’ written notice to Borrower: this Agreement. Schedule 3.5(a) sets forth (i) subject to Section 3(ean unaudited balance sheet of Buyer as of March 3) 1, 1998 ("Buyer Balance Sheet"), increase any interest charges and fees above the applicable charges and fees agreed in writing between Coinbase, Lender and Borrower from time to time for the execution, settlement or financing of any Orders related to the Digital Assets or impose any additional fees or charges with respect thereto; or (ii) change, modify or adjust any index relevant to interest charged or paid with respect to the execution, settlement or financing of any Orders related to the Digital Assets; or terminate, accelerate or recall any Trade Credits; or (iii) discontinue extending Digital Assets as Trade Credits to Borrower with respect to an Order for the sale of the same type of Digital Asset; provided that, (A) a Digital Asset Unavailability Event has not occurred, and (B) Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (iv) discontinue extending cash as Trade Credits to Borrower with respect to an Order for the purchase of any Digital Asset; provided that, Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balance; or (v) require the posting of a minimum amount of margin or collateral; or (vi) modify any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform; or (vii) impose any other requirement in respect of Borrower or condition with respect to the extension of credit that is not required under the CTF Agreement or by applicable law; or (viii) modify the Authorized Amount or the determination of the Available Balance. Coinbase and Lender may only take any of the actions set forth in this clause (b) by (i) delivering a written notice to Borrower that describes in reasonable detail (including specific references to relevant provisions of the CTF Agreement) the actions such entity intends to take and is delivered on a day that is no earlier than 180 calendar days prior to the date on which such entity takes such action or (ii) in the event of a Change in Law with respect to the financing under this CTF Agreement, as permitted under Section 25(a) of the Prime Broker Agreement. (c) Lender shall not be required to extend Digital Asset Trade Credits with respect to any Requested Amount if at the time an Order for the sale of Digital Assets is submitted that would require the extension of Digital Assets Trade Credits a Digital Asset Unavailability Event has occurred and is continuing. Notwithstanding the foregoing, if Borrower has delivered a Digital Asset Availability Notice to Lender by 6:00 PM EST on the Business Day prior to an Order and Lender has not responded to such notice within 1 hour of its receipt, Lender is committed to extending Digital Asset Trade Credits in a number equal to the Required Amount regardless of the market conditions at the time. (d) Borrower shall deliver any Digital Asset Availability Notice to [***]. Coinbase and Lender represent, warrant and covenant that any information provided in connection with a Digital Asset Availability Notice shall be shared solely with members of their financing team, solely for purposes of determining the availability of a Required Amount and Coinbase and Lender and Coinbase’s obligations under Section 2 of the General Terms shall apply to such information. (e) With respect to any Order to sell Digital Assets, if an event described in clause (iii) of the definition of “Digital Asset Unavailability Event” has occurred and is continuing which results in Lender’s cost to borrow the relevant Digital Assets materially increasing because of such event, if Lender can still borrow the relevant Digital Asset, Lender shall be entitled, acting in good faith and in its commercially reasonably discretion, to increase the fees applicable to loans of Digital Assets to take account of such increased cost; provided that, (i) any such increase in fees shall be determined in Lender’s commercially reasonable discretion based on the market rate for the relevant Digital Asset and (ii) an unaudited consolidated balance sheet of Buyer Parent as of February 28, 1998 (A) if Borrower has submitted a Digital Asset Availability Notice prior 6:00 PM EST on "Buyer Parent Balance Sheet"). The Buyer Balance Sheet and Buyer Parent Balance Sheet were prepared by the immediately preceding Business Dayrespective management of Buyer and Buyer Parent, Lender has informed Borrower were prepared in accordance with GAAP, and fairly present the respective financial condition of Buyer and Buyer Parent, as of the amount dates set forth above, except as provided for in the notes thereto and for normal year-end adjustments. Schedule 3.5(a) also sets forth an unaudited pro forma balance sheet of any fee increase within 1 hour Buyer which will form a part of its receipt the Buyer's filing with the ICC and which reflects the completion of such Digital Asset Availability Notice or (B) if Borrower has not submitted a Digital Asset Availability Noticethe financing provided for in the Financing Commitment Letter, Lender has notified Borrower the contributions of such fee increase by 6:00 PM EST on equity capital provided for in the immediately preceding Business DayCapital Commitments, and the completion of the transactions contemplated hereby.

Financing Commitment. (a) For The Buyer has delivered to the duration Company a complete and correct copy of a fully executed commitment letter (the “Debt Commitment Period Letter”) dated as of November 13, 2012, between Buyer and the potential lender(s) set forth therein (the “Debt Financing Source”) pursuant to which the Debt Financing Source has committed, upon the terms and subject to the terms of this CTF Agreementconditions set forth in the Debt Commitment Letter, Lender shall finance on a committed basis Orders for the purchase and sale of any Digital Assets submitted by the Client on the Trading Platform up to the Authorized Amount; provided, however, that Lender shall not be required to lend Digital Assets the amounts set forth therein (collectively, the “Debt Financing”) in connection with respect to any Order if a Digital Asset Unavailability Event has occurred and is continuing. Coinbase and Lender agree that if at the time Client submits an Order (other than a Delayed Settlement OTC Order) on the Trading Platform Client does not have sufficient Cash or Digital Assets in its Trading Balance for such purchase or sale, respectively, Lender shall provide financing in the form of Cash Trade Credits or Digital Asset Trade Credits, respectively, in an amount sufficient to execute and settle such Order subject to the terms of transactions contemplated by this CTF Agreement and provided that (i) Lender shall not be required to extend to Borrower any Trade Credit with a USD notional value at the time the relevant Order is placed in excess of the Available Balance and (ii) with respect to a sale Order, a Digital Asset Unavailability Event has not occurred. In addition, Coinbase and Xxxxxx agree that this CTF Agreement meets any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform up to the Borrower Authorized AmountAgreement. (b) Each of Lender and Coinbase agree that prior to the end As of the Commitment Period neither entity shall take any of the following actions without providing 180 calendar days’ written notice to Borrower: date hereof: (i) subject to Section 3(e), increase any interest charges the Debt Commitment Letter is in full force and fees above the applicable charges and fees agreed in writing between Coinbase, Lender and Borrower from time to time for the execution, settlement or financing of any Orders related to the Digital Assets or impose any additional fees or charges with respect theretoeffect; or (ii) change, modify all commitment fees required to be paid thereunder have been paid in full or adjust any index relevant to interest charged or shall have been paid with respect to in full when due; (ii) the execution, settlement or financing of any Orders related to the Digital Assets; or terminate, accelerate or recall any Trade Credits; or (iii) discontinue extending Digital Assets as Trade Credits to Borrower with respect to an Order for the sale of the same type of Digital Asset; provided that, (A) a Digital Asset Unavailability Event Debt Commitment Letter has not occurredbeen modified, amended, supplemented, withdrawn or terminated and (B) Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess of the Available Balanceno provision thereof has been waived; or (iv) discontinue extending cash as Trade Credits there is no breach by the Buyer, or to Borrower with respect to an Order for the purchase knowledge of the Buyer, by any other party thereto, existing thereunder, nor does the Buyer have knowledge of any Digital Asset; provided event that, Lender is not required to extend to Borrower any Trade Credit with a USD notional value at the time of extension in excess or without notice of the Available Balancelapse of time, would constitute a default or breach thereof by the Buyer; or and (v) require the posting Debt Financing Source has advised the Buyer that it has completed its due diligence investigation of the Company (other than determining whether the Company will have met the Company Minimum EBITDA Condition prior to Closing) to its satisfaction. As of the date hereof, the Buyer is not aware of any facts that would lead it reasonably to believe that it will be unable to satisfy on a minimum amount of margin or collateral; or (vi) modify timely basis any pre-funding or financing arrangement condition Coinbase may have for the execution of Orders on the Trading Platform; or (vii) impose any other requirement in respect of Borrower term or condition with respect of closing the Debt Financing to be satisfied by it pursuant to the extension of credit that is not required under the CTF Agreement or by applicable law; or (viii) modify the Authorized Amount or the determination of the Available Balance. Coinbase and Lender may only take any of the actions set forth in this clause (b) by (i) delivering a written notice to Borrower that describes in reasonable detail (including specific references to relevant provisions of the CTF Agreement) the actions such entity intends to take and is delivered on a day that is no earlier than 180 calendar days prior to the date on which such entity takes such action or (ii) in the event of a Change in Law with respect to the financing under this CTF Agreement, as permitted under Section 25(a) of the Prime Broker AgreementDebt Commitment Letter. (c) Lender shall The Buyer is, as of the date hereof, not aware of any fact, occurrence or condition existing on the date hereof that makes any of the assumptions or statements set forth in the Debt Commitment Letter inaccurate in any material respect or that would cause the commitment provided in the Debt Commitment Letters to be required terminated or ineffective or any of the conditions contained therein not to extend Digital Asset Trade Credits with be met. With respect to any Requested Amount if at the time an Order preceding sentence, the Buyer, together with the Company and its Subsidiaries, subject to the accuracy of the information set forth in Schedule 8.2(b) and the Financial Statements, has generated earnings before interest, taxes, depreciation and amortization sufficient to satisfy the condition set forth in item (iii) under the heading “Conditions to Initial Loans” in the Debt Commitment Letter for the sale of Digital Assets is submitted that would require the extension of Digital Assets Trade Credits a Digital Asset Unavailability Event has occurred and is continuing. Notwithstanding the foregoingtrailing twelve months ended September 30, if Borrower has delivered a Digital Asset Availability Notice to Lender by 6:00 PM EST on the Business Day prior to an Order and Lender has not responded to such notice within 1 hour of its receipt, Lender is committed to extending Digital Asset Trade Credits in a number equal to the Required Amount regardless of the market conditions at the time2012. (d) Borrower shall deliver any Digital Asset Availability Notice The aggregate proceeds contemplated by the Debt Commitment Letter, together with other funds available to [***]. Coinbase the Buyer, will be sufficient to permit the Buyer at the Closing to pay the Closing Purchase Price and Lender represent, warrant other repayment or refinancing of debt contemplated by the Debt Commitment Letter (if any) and covenant that any information provided in connection with a Digital Asset Availability Notice shall be shared solely with members of their financing team, solely for purposes of determining the availability of a Required Amount to pay all related fees and Coinbase and Lender and Coinbase’s obligations under Section 2 of the General Terms shall apply to such informationexpenses. (e) With respect to any Order to sell Digital Assets, if an event described in clause (iii) of the definition of “Digital Asset Unavailability Event” has occurred and is continuing which results in Lender’s cost to borrow the relevant Digital Assets materially increasing because of such event, if Lender can still borrow the relevant Digital Asset, Lender shall be entitled, acting in good faith and in its commercially reasonably discretion, to increase the fees applicable to loans of Digital Assets to take account of such increased cost; provided that, (i) any such increase in fees shall be determined in Lender’s commercially reasonable discretion based on the market rate for the relevant Digital Asset and (ii) (A) if Borrower has submitted a Digital Asset Availability Notice prior 6:00 PM EST on the immediately preceding Business Day, Lender has informed Borrower of the amount of any fee increase within 1 hour of its receipt of such Digital Asset Availability Notice or (B) if Borrower has not submitted a Digital Asset Availability Notice, Lender has notified Borrower of such fee increase by 6:00 PM EST on the immediately preceding Business Day.