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. To secure the payment of an indebtedness in the original principal sum of up to FIFTY MILLION AND NO/100 DOLLARS ($50,000,000) as may be outstanding from time to time, lawful money of the United States of America, to be paid with interest according to a certain Loan Agreement, dated as of the date hereof, among Mortgagor and each additional entity listed on Schedule 1 thereto, as borrowers (collectively, the "Borrowers"), Mortgagee, as initial lender and agent, Kranzco Realty Trust, as guarantor, and Bank Leumi, as collateral agent (as the same may be extended, renewed, supplemented or modified, the "Loan Agreement"; capitalized terms used herein and not defined having the meanings ascribed thereto in the Loan Agreement), as evidenced by that certain Global Promissory Note executed and delivered by the Borrowers pursuant to the Loan Agreement (as the same may be extended, renewed, supplemented, exchanged, substituted, replaced or modified, collectively, the "Note"; the Loan Agreement, the Note, this Mortgage, the other Collateral Security Instruments and any other documents executed and delivered in connection with the Loan, collectively, the "Loan Documents"), as security for the payment and performance of all of the Borrowers' obligations hereunder and under the Loan Documents (collectively, the "Obligations"), Mortgagor has mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, warranted, pledged, assigned and hypothecated and by these presents does hereby mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, warrant, pledge, assign and hypothecate unto Mortgagee WITH MORTGAGE COVENANTS, all of Mortgagor's right, title and interest in and to the real property described in Exhibit A attached hereto (the "Land") and the buildings, structures and improvements of every nature whatsoever now or hereafter located thereon (including, but not limited to, all gas and electric fixtures, radiators, heaters, docks and docking facilities, engines and machinery, boilers, ranges, elevators and motors, plumbing, heating and air conditioning fixtures, carpeting and other floor coverings, water heaters, awnings and storm sashes, and cleaning apparatus which are or shall be attached to the Land or said buildings, structures or improvements) (the "Improvements"); TOGETHER WITH: all right, title, interest and estate of Mortgagor now owned, or hereafter acquired, in and to the followixx xxxxxxty, rights, interest and estate...
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. 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 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. 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”).
