W I T N E S E T H. I. 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. ARTICLE 1
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. A. 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 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. A. 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 106 and 107, comprising approximately 8,850 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. IN CONSIDERATION OF TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION; THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND FOR THE PURPOSE OF SECURING in favor of Beneficiary (1) the due and punctual payment of the indebtedness evidenced by the Notes; (2) the performance of each covenant and agreement of Trustor contained in the Mortgage Notes Indenture, herein, in the Mortgage Notes Indenture Security Documents, each other Security Document granting a security interest for the benefit of the Beneficiary is a party and the Funding Agents' Disbursement and Administration Agreement; (3) the payment of such additional loans or advances as hereafter may be made to Trustor (individually or jointly and severally with any other Person) or its successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust; provided, however, that any and all future advances by Beneficiary to Trustor made for the improvement, protection or preservation of the Trust Estate, together with interest at the rate applicable to overdue principal set forth in Section 4.01 of the Mortgage Notes Indenture, shall be automatically secured hereby unless such a note or instrument evidencing such advances specifically recites that it is not intended to be secured hereby and (4) the payment of all sums expended or advanced by Beneficiary under or pursuant to the terms hereof or to protect the security hereof (including Protective Advances as such term is defined in Section 4.2 hereof), together with interest thereon as herein provided, Trustor, in consideration of the premises, and for the purposes aforesaid, does hereby ASSIGN, BARGAIN, CONVEY, PLEDGE, RELEASE, HYPOTHECATE, WARRANT, AND TRANSFER WITH POWER OF SALE UNTO TRUSTEE IN TRUST FOR THE BENEFIT OF BENEFICIARY, AND THE MORTGAGE NOTE HOLDER(S) each of the following:
