W I T N E S E T H. For and in consideration of the mutual understanding and agreements hereinafter set forth, it is therefore agreed between the AGENCY and the BOARD as follows:
W I T N E S E T H. To secure the payment of an indebtedness in the principal sum of TWENTY SIX MILLION THREE HUNDRED FIFTEEN THOUSAND SEVEN HUNDRED EIGHTY NINE AND FORTY SEVEN/100 DOLLARS ($26,315,789.47) in lawful money of the United States of America, to be paid with interest according to a certain note dated the date hereof made by Mortgagor to Mortgagee (the note together with all extensions, renewals or modifications thereof being hereinafter collectively called the "Note") (said indebtedness, interest and all other sums which may or shall become due hereunder and under the Note being hereinafter collectively referred to as the "Debt") and the performance and observance of and compliance with each and every obligation, covenant, warranty, agreement, term, provision and condition conferred in this Mortgage, Mortgagor has mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed, confirmed, pledged, hypothecated and assigned, and by these presents does hereby mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm, pledge, hypothecate and assign unto Mortgagee with Mortgage Covenants all right, title and interest of Mortgagor now owned, or hereafter acquired, in and to all of the following property rights, interests and estates (collectively the "Mortgaged Property"):
W I T N E S E T H. In consideration of the mutual covenants and agreements contained herein and the Notes to be purchased by the Holders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
W I T N E S E T H. The Company wishes to employ Executive, and Executive desires to be employed by the Company, all on the terms, and subject to the conditions, hereinafter set forth. Contemporaneously herewith, Executive has executed and delivered to the Company a Non-Competition Letter (the "Non-Competition Agreement"), a copy of which is attached hereto as Exhibit A.
W I T N E S E T H. The Company, through its wholly owned and Controlled (as defined below) Subsidiaries, is in the business of software and technology solutions for worldwide crypto and foreign exchange transactions, with a focus on the movement of funds via crypto rails and back to back access to fiat conversion in a compliant regulated fashion (the “Business”);
W I T N E S E T H. In consideration of the premises, and the purchase of the Securities by the holders thereof, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective holders from time to time of the Securities, as follows:
W I T N E S E T H. The Parties have entered in a Business Combination Agreement dated November 3, 2021 (the “Business Combination Agreement”), contemplating certain merger and acquisition transactions, as amended by the Amendment to the Business Combination Agreement, dated November 19, 2021.
W I T N E S E T H. The Landlord hereby leases and rents unto the Tenant and the Tenant hereby hires and takes from the Landlord the “Leased Premises” (as defined below), to wit: Space designated as Suites 101 through 105, comprising approximately 19,950 square feet, as depicted on Exhibit A attached hereto (the “Leased Premises”) and located at 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, on the real property more particularly described on Exhibit B attached hereto (the “Property”), being a part of the building designated as “Building 8201” (the “Building”), said Building, Property and any other building, improvements and facilities located upon the Property forming a part of the Phase I complex and related facilities (the “Project”) owned by the Landlord and being a part of the entire business park known as Cypress Point Business Park at Cypress Plaza (the “Park”).
W I T N E S E T H. ARTICLE I
