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 201 and 202, comprising approximately 10,000 square feet, as depicted on Exhibit A attached hereto (the “Leased Premises”) and located at 0000 Xxxxxxx Xxx, 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 200” (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. That under the provisions of Title XI of the Merchant Marine Act, 1936, as amended and in effect on the date hereof (said provisions, as so amended and in effect on the date hereof, being called "Title XI") and in consideration of (i) the covenants of the Shipowner contained herein, (ii) the payment by the Shipowner to the Secretary of the charges for this Guarantee Commitment pursuant to Section 1104(f) of Title XI, and (iii) other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Secretary hereby commits itself as herein provided. The following executed documents are annexed to each counterpart of this Guarantee Commitment: the Security Agreement, the Title XI Reserve Fund and Financial Agreement, and the Depository Agreement. Annexed to each counterpart of this Guarantee Commitment are forms of the Consent of Shipyard, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, the Mortgage, and the Secretary's Note. As used herein, the "Closing Date" refers to the date for the execution and delivery of the Obligations as provided in the Credit Agreement annexed hereto, subject to the conditions contained in Article V hereof. The Consent of Shipyard, the Credit Agreement, the Indenture, the Obligations, the Authorization Agreement, and the Secretary's Note (except as otherwise required by the Secretary), shall be executed and delivered substantially in the respective forms annexed hereto, except that the blanks, if any, therein shall be filled in as contemplated therein and herein and, except further that the maturity dates and interest rates of the Obligations must be further approved by the Secretary. The Mortgage shall be executed and delivered substantially in the form annexed hereto on the Delivery Date.
