MASTER LENDER AGREEMENT

Exhibit 10.1

This Master Lender Agreement (“Agreement”) is made on this __________________ (“Effective Date”) by and between FalconX Charlie, Inc, (“Lender”), a corporation organized and existing under the laws of Delaware with its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇ and Marvel Operations Corp, (“Borrower”) a corporation residing and existing under the laws of the State of Delaware with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

▇▇▇▇▇▇ and Borrower are each individually, a “Party,” and collectively the “Parties.”

RECITALS

WHEREAS, subject to the terms and conditions of this Agreement, Borrower may, from time to time, seek to initiate a transaction pursuant to which Lender, in its sole and absolute discretion, will lend Digital Currency or U.S. Dollars (depending on the Loaned Asset specified on the Loan Term Sheet) to Borrower, and Borrower will pay a Loan Fee and return an equivalent amount of such Digital Currency or U.S. Dollars to Lender upon the termination or maturity of the Loan.

Now, therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, the Borrower and the Lender hereby agree as follows:

Definitions

“Airdrop” means a distribution of a new token or tokens resulting from the ownership of a preexisting token. For the purposes of Section V, an “Applicable Airdrop” is an Airdrop for which the distribution of new tokens can be definitively calculated according to its distribution method, such as a pro rata distribution based on the amount of the relevant Digital Currency held at a specified time. A “Non-Applicable Airdrop” is an Airdrop for which the distribution of new tokens cannot be definitively calculated, such as a random distribution, a distribution to every wallet of the relevant Digital Currency, or a distribution that depends on a wallet of the relevant Digital Currency meeting a threshold requirement.

“Additional Collateral” has the meaning set forth in Section IV(d).

“Authorized Agent” has the meaning set forth in Exhibit A.

“Borrower” means Marvel Operations Corp, a Delaware limited liability company.

“Borrower Email” means [ ].

“Business Day” means a day on which banks are open for business, in New York, New York.

“Business Hours” means between the hours of 8:00 am to 8:00 pm Eastern Standard Time on a Business Day.

“Call Option” means Lender has the option to demand immediate payment of a portion or the entirety of the Loan Balance at any time, subject to this Agreement.

“Close of Business” means 8:00 pm Eastern Standard Time.

“Collateral” is defined as set forth in Section IV(a).

“Collateral Ratio” is defined as set forth in Section IV(d).

“Collateral Refund Rate” is defined as set forth in Section IV(e).

“Digital Currency” means Bitcoin (BTC), Bitcoin Cash (BCH), Ether (ETH), Ether Classic (ETC), or Litecoin (LTC), or any digital currency that the Borrower and Lender agree upon (as specified in the Loan Term Sheet).

“Digital Currency Address” means an identifier of alphanumeric characters that represents a digital identity or destination for a transfer of Digital Currency.

“Early Termination Fee” has the meaning ascribed to such term in Section III(e) herein.

“First Notification” has the meaning ascribed to such term in Section IV(d).

“First Notification Time Period” has the meaning ascribed to such term in Section IV(d).

“Fixed Term Loan” means a Loan with a pre-determined Maturity Date, where Borrower does not have a Prepayment Option and Lender does not have a Call Option.

“Hard Fork” means a permanent divergence in the blockchain (e.g., when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules, or an airdrop or any other event which results in the creation of a new token).

“Initial Collateral Ratio” has the meaning ascribed to such term in Section IV(d).

“Late Fee” has the meaning ascribed to such term in Section III(c) herein.

“Lender” means FalconX Charlie, Inc.

“Lender Email” means: if operations, ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇; if invoicing/billing: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇ with a copy to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.

“Loan” means a loan of Digital Currency or U.S. Dollars made pursuant to and in accordance with this Agreement and a Loan Term Sheet.

“Loan Balance” means the sum of all outstanding amounts of Loaned Assets, including New Tokens, Loan Fees, Late Fees, and any Earlier Termination Fee or Hard Fork Fees for a particular Loan.

“Loan Documents” means this Master Lender Agreement and any and all Loan Term Sheets entered into between Lender and Borrower.

“Loan Effective Date” means the date upon which a Loan is made, as specified in the Loan Term Sheet.

“Loan Fee” has the meaning ascribed to such term in Section III(a) herein.

“Loan Term Sheet” means the agreement between ▇▇▇▇▇▇ and Borrower on the particular terms of an individual Loan. Such agreement shall be memorialized either (i) in an agreement as set forth in Exhibit B, or (ii) through actions performed within Lender's platform constituting the approval of individual loan terms and conditions, or (iii) in a form approved by Lender comparable therewith..

“Loaned Assets” means any Digital Currency or U.S. Dollar amount transferred in a Loan hereunder until such Digital Currency (or identical Digital Currency) or U.S. Dollar amount is transferred back to Lender hereunder in accordance with the terms herein, except that, if any new or different Digital Currency is created or split by a Hard Fork or other alteration in the underlying blockchain and meets the requirements set forth in Section V of this Agreement, such new or different Digital Currency shall be deemed to become Loaned Assets in addition to the former Digital Currency for which such exchange is made. For purposes of return of Loaned Assets by Borrower or purchase or sale of Digital Currencies, such term shall include Digital Currency of the same quantity and type as the Digital Currency, as adjusted pursuant to the preceding sentence.

“Margin Call” has the meaning ascribed to such term in Section IV(d) herein.

“Margin Call Limit” has the meaning ascribed to such term in Section IV(d).

“Margin Call Rate” has the meaning ascribed to such term in Section IV(d).

“Maturity Date” means the pre-determined future date upon which a Loan becomes due in full for whatever reason.

“New Tokens” has the meaning ascribed to such term in Section V(c) herein.

“Open Loan” means a Loan without a Maturity Date where Borrower has a Prepayment Option and Lender has a Call Option.

“Prepayment Option” means the Borrower has the option to repay or return the Loaned Assets prior to the Maturity Date without incurring Early Termination Fees, subject to this Agreement and in particular Section II(c)(iii).

“Reference Exchange” means Coinbase Pro or another exchange as mutually agreed to in writing by the Lender and the Borrower.

“Refunded Collateral” has the meaning ascribed to such term in Section IV(e).

“Request Day” has the meaning ascribed to such term in Section II(b) herein.

“Refund Limit” has the meaning ascribed to such term in Section IV(e).

“Second Notification” has the meaning ascribed to such term in Section IV(d).

“Securities” means any tokenized assets agreed by the parties and specified in the Loan Term Sheet, including but not limited to (i) securities issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, the U.S. Department of Treasury, a U.S. government agency or the European Central Bank and (ii) redeemable securities in a pooled investment fund issued and redeemed only on the basis of the fund's net assets that are eligible under applicable regulatory requirements.

“Term” means the period from the Loan Effective Date through Termination Date.

“Term Loan with Call Option” means a Loan with a pre-determined Maturity Date where Lender has a Call Option.

“Term Loan with Prepayment Option” means a Loan with a pre-determined Maturity Date where Borrower has a Prepayment Option.

“Termination Date” means the date upon which a Loan is terminated or matures in accordance with the terms herein.

II.

General Loan Terms.

Loans of Digital Currency or U.S. Dollars

Subject to the terms and conditions hereof, Borrower may, in its sole and absolute discretion, request from the Lender a Loan of a specified amount of Digital Currency or U.S. Dollars, and Lender may, in its sole and absolute discretion, extend such Loan or decline to extend such Loan on terms and conditions acceptable to Lender and as set forth in a corresponding Loan Term Sheet.

Loan Procedure

From time to time during the term of this Agreement, during the hours of 8:00 am Eastern Standard Time to 8:00 pm Eastern Standard Time on a Business Day (the “Request Day”), by email directed to Lender Email (or such other address as Lender may specify in writing), an Authorized Agent of Borrower may request from Lender a Loan of a specific amount of Digital Currency or U.S. Dollars (a “Lending Request”). Provided Lender receives such Lending Request prior to 3:00 pm Eastern Standard Time, Lender shall by email directed to Borrower Email (or such other address as Borrower may specify in writing) to inform Borrower whether ▇▇▇▇▇▇ agrees to make such a Loan. If ▇▇▇▇▇▇ fails to accept a Lending Request prior to Close of Business on the Request Day, such Lending Request shall be deemed to have been denied by Lender.

As part of its Lending Request, Borrower shall provide the following proposed terms:

whether U.S. Dollars or Digital Currency, and if Digital Currency, the type of Digital Currency being requested;

ii.

the amount of Digital Currency or U.S. Dollars being requested;

iii.

whether the Loan is to be a Fixed Term Loan, a Term Loan with Prepayment Option, a Term Loan with a Call Option or an Open Loan;

iv.

the required Loan Effective Date;

the Collateral;

vi.

the Initial Collateral Ratio;

vii.

the Margin Call Limit;

viii.

the Refund Limit; and

ix.

the Maturity Date (for all Loans other than an Open Loan).

If Lender agrees to make a Loan in accordance with Borrower’s proposed terms and the Borrower has delivered to and the Lender has received the Collateral required pursuant to the terms herein, Lender shall commence transmission to either (x) the Borrower’s Digital Currency Address the amount of Digital Currency, or (y) Borrower’s bank account by bank wire the amount of U.S. Dollars, as applicable, as such Digital Currency Address or bank wire instruction is set forth in the Lending Request on or before Close of Business on the Request Day.

The specific and final terms of a Loan shall be memorialized within the applicable Loan Term Sheet, which shall be delivered and executed after the final terms of a Loan are agreed to and prior to the delivery of the Loaned Assets. In the event of a conflict of terms between this Master Lender Agreement and a Loan Term Sheet, the terms in the Loan Term Sheet shall govern.

Loan Repayment Procedure

Loan Repayment

Unless otherwise specified in subsections (ii) and (iii) below, upon the earlier of the Maturity Date, the Recall Delivery Day, or the Redelivery Day (as defined below) for a Loan (the “Repayment Date”), Borrower shall repay the entirety of the Loan Balance to Lender by Close of Business on the Repayment Date. If Lender has not provided to Borrower the Lender’s Digital Currency Address (if the Loaned Assets is Digital Currency) or the Lender’s bank wire details (if the Loaned Asset is U.S. Dollars) for receiving the repayment of a Loan by Close of Business on the day prior to the Repayment Date then such Loan will become an Open Loan on such Repayment Date and no additional Loan Fees shall be accrued after the Maturity Date or the Redelivery Day.

ii.

Call Option

For Term Loans with a Call Option (or an Open Loan), Lender may during Business Hours during any Business Day (the “Recall Request Day”) demand repayment of a portion or the entirety of the Loan Balance (the “Recall Amount”). Within such request, Lender shall notify Borrower that it is exercising its Call Option by email to Borrower’s Email. Borrower will then have until Close of Business on the third (3rd) Business Day after the Recall Request Day (each a “Recall Delivery Day”) to deliver the Recall Amount to the Lender.

In the event of a Call Option where ▇▇▇▇▇▇ demands repayment of only a portion of any given Loan, Borrower shall repay such portion of the Loan on the Recall Delivery Day and the remaining portion of the Loan on the earlier of the Maturity Date or the subsequent Recall Delivery Day.

iii.

Prepayment Option

For Open Loans and Term Loans with Prepayment Option, Borrower may notify Lender during Business Hours of Borrower’s intent to repay the Loan prior to the Maturity Date or a Recall Delivery Day, as may be applicable, without being subject to Early Termination Fees as set forth in Section III(e) herein. ▇▇▇▇▇▇’s exercising of its Call Option shall also not be subject to Early Termination Fees as set forth in Section III(e). Borrower shall provide such notice at least one Business Day prior to the date on which the Borrower will repay all or a portion of the Loan (the “Redelivery Day”). Borrower’s exercising of its Prepayment Option shall not relieve it of any of its obligations herein, including without limitation its payment of outstanding Loan Fees and Late Fees.

In the event the Borrower repays only a portion of the Loan Balance, Borrower shall repay the remaining portion of the Loan Balance on the earlier of the Maturity Date, Recall Delivery Day, or subsequent Redelivery Day.

Termination of Loan

A Loan will terminate upon the earlier of:

the Maturity Date;

ii.

the repayment of the Loan Balance by Borrower prior to the Maturity Date;

iii.

the occurrence of an Event of Default as defined in Section VII; however, Lender shall have the right in its sole discretion to waive any Event of Default upon terms and conditions acceptable to Lender in its sole discretion.

iv.

in the event any or all of the Loaned Assets becomes in ▇▇▇▇▇▇’s sole discretion a risk of being: (1) considered a security, swap, derivative, or other similarly-regulated financial instrument or asset by any regulatory authority, whether governmental, industrial, or otherwise, or by any court of law or dispute resolution organization. arbitrator, or mediator; or (2) subject to future regulation materially impacting this Agreement, the Loan, or Lender’s business.

Nothing in the forgoing shall cause, limit, or otherwise affect the Term and termination of this Agreement except as specified in Section XXIV.

In the event of a termination of a Loan, any Loaned Assets shall be redelivered immediately and any fees or any amounts owing hereunder shall be payable immediately to the appropriate party specified herein. Upon ▇▇▇▇▇▇’s receipt of the Loaned Assets and all other amounts owing to it hereunder, the Lender shall deliver the Collateral to the Borrower in accordance with Section IV(g).

Redelivery in an Illiquid Market

If (i) the seven-day average daily trading volume across Coinbase Pro, Kraken and Bitstamp (collectively, the “Liquidity Exchanges”) for the applicable Digital Currency (as measured against the 30-day average daily trading volume of the applicable Digital Currency on the Loan Effective Date) has decreased by ninety percent (90%) or more or (ii) the Digital Currency ceases to be listed on any of the Liquidity Exchanges (the duration of either event herein designated, the “Illiquid Period”), Borrower may repay the Loan in U.S. Dollars equal to the volume-weighted average price of the Digital Currency on the Liquidity Exchanges (measured at 4:00 pm Eastern Standard Time) (the “Illiquid Market Spot Rate”) during the Illiquid Period, up to a maximum of 30 days.

If all of the Liquidity Exchanges limit or suspend withdrawals or transactions in the Digital Currency on the Maturity Date, the Recall Delivery Day, or the Redelivery Day, whichever applicable, the requirement for the Borrower to return the Digital Currency shall be temporarily suspended, without penalty or default, including without limitation the incurring of additional Loan Fees, until such time that one of the Liquidity Exchanges allow the resumption of withdrawals and transactions in the Digital Currency.

III.

Loan Fees and Transaction Fees.

Loan Fee

Unless otherwise agreed, Borrower agrees to pay Lender a financing fee on each Loan (the “Loan Fee”). When a Loan is executed, the Borrower will be responsible to pay the Loan Fee as agreed to herein and annualized in the relevant Loan Term Sheet and subject to change if thereafter agreed by ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇. Except as Borrower and Lender may otherwise agree, Loan Fees shall accrue from and include the date on which the Loaned Assets are transferred to Borrower to the date on which such Loaned Assets are repaid in their entirety to Lender in accordance with the terms herein. For any Loan, the minimum Loan Fee shall be the Loan Fee that would accrue for one day.

Lender shall calculate any Loan Fees owed on a daily basis of a 365-day year for the actual number of days elapsed and provide Borrower with the calculation upon request. The Loan Fee will be calculated off all outstanding portions of the Loaned Assets. The Loan Fee is payable monthly by Borrower in arrears.

Lender may adjust the Loan Fee by taking into account any Minimum Fees paid by Borrower under any FalconX Direct Market Access User Agreement executed between the Borrower and the Lender or its parent or its affiliates.

Origination Fee

For certain Loans, ▇▇▇▇▇▇ may charge Borrower a fee (the “Origination Fee”) to be paid at the time the Collateral is delivered to Lender. If an Origination Fee applies to a Loan, the Loan Term Sheet shall set forth the amount of the Origination Fee and whether the Origination Fee is to be paid in U.S. Dollars or in a Digital Currency.

Late Fee

For each calendar day in excess of the Maturity Date or the Recall Delivery Day (whichever is applicable) in which Borrower has not returned the entirety of the Loaned Assets or failed to timely pay any outstanding Loan Fee in accordance with the terms herein, Borrower shall incur an additional fee (the “Late Fee”) equal to one percent (1%) (annualized, calculated daily) on all outstanding portions of the Loaned Assets and Loan Fees which remain outstanding. If a Late Fee is imposed under this Section III(c) due to an event that would constitute an Event of Default under Section VII, the imposition of a Late Fee by the Lender does not constitute a waiver of its right to declare an Event of Default for the same event.

Payment of Loan Fees and Late Fees

Unless otherwise agreed, any Loan Fee, Late Fee, Early Termination Fee, Token Fee or any other amounts payable hereunder shall be paid by ▇▇▇▇▇▇▇▇ to Lender upon the earlier of (i) five (5) Business Days after receipt of an invoice from Lender setting out the amounts of the outstanding fees or (ii) the termination of all Loans hereunder (the “Payment Due Date”). An invoice for Loan Fees and any Late Fees (the “Invoice Amount”) shall be sent out on the first Business Day of the month and shall include any Loan Fees, Late Fees, and Early Termination Fees incurred and outstanding during the previous month. Borrower shall have up to five Business Days from the date of said ▇▇▇▇▇▇▇ to pay the Invoice Amount. Failure of Lender to timely send an invoice in accordance with the preceding sentence shall not be considered a default hereunder nor shall it relieve Borrower of its obligation to pay any Loan Fees, Late Fees, Early Termination Fees or any other amounts owed herein nor negate any Event of Default resulting from ▇▇▇▇▇▇▇▇’s failure to timely pay such fees. The Loan Fee, Late Fees, and Early Termination Fees shall be payable, unless otherwise agreed by the Borrower and Lender in the Loan Term Sheet, whether U.S. Dollars or Digital Currency on the same blockchain and of the same type that was loaned by the Lender during the Loan.

Notwithstanding the foregoing, in all cases, all Loan Fees, Late Fees, and Early Termination Fees shall be payable by Borrower immediately upon the occurrence of an Event of Default hereunder by ▇▇▇▇▇▇▇▇.

Early Termination Fees

For Fixed Term Loans and Term Loans with Call Options, if Borrower returns the Loaned Assets prior to the Maturity Date, Borrower shall pay to Lender a fee equal to twenty percent (20%) of the Loan Fee that would have accrued from the date of the repayment until the Maturity Date of the Loan (the “Early Termination Fee”). The Early Termination Fee is due and payable with the repayment of the Loaned Assets. The Early Termination Fee shall not apply if Borrower returns the Loaned Assets to Lender in the event of a Hard Fork or if Lender moves up the Maturity Date to an earlier date by exercising a Call Option.

Taxes and Fees

Neither Borrower nor Lender shall have any liability to the other party for any taxes due under this Agreement.

IV.

Collateral Requirements

Collateral

Unless otherwise agreed by the parties, or modified in the Loan Term Sheet or as set forth below, Borrower shall provide, as security for its obligations under this Agreement, collateral in an amount of U.S. Dollars, Digital Currency or Securities (such choice at the sole discretion of the Lender) to be determined and agreed upon by the Borrower and Lender (“Collateral”) and memorialized using the Loan Term Sheet. Borrower shall, prior to or concurrently with the transfer of the Loaned Assets to Borrower, but in no case later than the Close of Business on the day of such transfer, transfer to Lender the agreed upon Collateral. ▇▇▇▇▇▇▇▇, as security for the Obligations hereunder, hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the first Loaned Assets under this Agreement to Borrower.

For the avoidance of doubt, upon the repayment of the Loaned Assets at the termination of a Loan, Lender shall return to Borrower the same amount and type of Collateral that was deposited, net of any Additional Collateral or Margin Call adjustments. If a Hard Fork occurs, resulting in the creation of New Tokens while Lender is holding such Digital Currency as Collateral and the New Token Criterion is satisfied, Lender shall return the New Tokens to Borrower in addition to the Collateral and Additional Collateral upon the termination of a Loan. If a Hard Fork occurs resulting in the creation of New Tokens and the New Token Criterion is not satisfied, Lender shall have no obligation to return any New Tokens to Borrower.

Use of Collateral

Notwithstanding anything to the contrary in this Agreement, the Collateral transferred by Borrower to Lender, as adjusted herein, shall be security for Borrower’s obligations in respect of such Loan and any other obligations it may have under the Loan Term Sheet, and any other obligations to FalconX and its affiliates hereunder or in any other Agreement (collectively, the “Obligations”). Borrower, as security for the Obligations, hereby pledges with, assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Assets by Lender to Borrower and which shall cease upon (i) the return of the Loaned Assets by Borrower to Lender; and (ii) satisfaction of all Obligations by Borrower to Lender. During the term of the Loan, ▇▇▇▇▇▇▇▇ agrees and affirms ▇▇▇▇▇▇’s entitlement to and the exclusive use of the Collateral for the purpose of security for the loans that are borrowed.

Borrower hereby covenants and agrees that any Loaned Assets shall be used solely and exclusively to purchase Digital Currency through a transaction with a Lender affiliate pursuant to a separate agreement between Borrower and such affiliate. Such Digital Currency shall be promptly transferred to, and settle in, a digital currency address under the sole control of Lender. Upon such transfer, all such Digital Currency shall immediately constitute Collateral for all of Borrower's Obligations under this Agreement and shall be subject to the continuing first priority security interest granted to Lender in this Section IV hereof.

Loan and Collateral Transfer

If Lender transfers Loaned Assets to Borrower and Borrower does not transfer Collateral to Lender as provided in Section IV(a), Lender shall have the absolute right to the return of the Loaned Assets; and if Borrower transfers Collateral to Lender, as provided in Section IV(a), and Lender does not transfer the Loaned Assets to Borrower, Borrower shall have the absolute right to the return of the Collateral.

Margin Calls

During the term of such a Loan, the following “Collateral Ratio” shall be applied: A/B where A = [the total value of Collateral held with the Lender + the total value of assets held with FalconX for trading on exchange, if any] and B = [the value of the Loaned Asset]. The Collateral Ratio shall be measured against a threshold value specified in the applicable Loan Term Sheet (the “Margin Call Limit”). If the Collateral Ratio drops below the Margin Call Limit, the Lender shall have the right to require the Borrower by way of a margin call (each a “Margin Call”) to provide the Lender with additional Collateral (the “Additional Collateral”) to cause the Collateral Ratio to be equal to the value listed in the Loan Term Sheet (the “Initial Collateral Ratio”). The value of the Loaned Assets and the Collateral comprised of Digital Currency shall be measured on the spot rate published on the Reference Exchange, or if the Collateral is comprised of Securities, based on the value of such Securities, as determined by Lender (such rate, the “Margin Call Rate”). The Collateral shall always be valued in U.S. Dollars and shall be subject to a haircut or discount determined at the sole discretion of the Lender (“Collateral Haircut”).

If Lender requires Borrower to contribute Additional Collateral, it shall send an email notification (the “First Notification”) to the Borrower at the email address indicated in Section XIV (or such other address as the parties shall agree to in writing) that sets forth: (i) the value of the Loaned Assets, (ii) the value of the Collateral, (iii) the Margin Call Rate, if applicable, and (iv) the amount of Additional Collateral required based on the Collateral Ratio or, if applicable, the Margin Call Rate. Borrower shall have (A) twelve (12) hours from the time Lender sends such First Notification (the “First Notification Time Period”), to (x) respond and send payment to Lender in accordance with subsection (f) below, or (y) respond that the Required Collateral Ratio has once again been obtained. If ▇▇▇▇▇▇ agrees by email that ▇▇▇▇▇▇▇▇’s response according to (y) above is correct, then no other action is required by Borrower. If ▇▇▇▇▇▇ fails to agree by email with ▇▇▇▇▇▇▇▇’s response in accordance with (y) by Close of Business that same day, such shall be deemed as ▇▇▇▇▇▇’s rejection of ▇▇▇▇▇▇▇▇’s response and a re-statement of ▇▇▇▇▇▇’s original demand for Borrower to contribute Additional Collateral.

If ▇▇▇▇▇▇▇▇ fails to respond to the First Notification within the First Notification Time Period, or ▇▇▇▇▇▇ rejects ▇▇▇▇▇▇▇▇’s response pursuant to (y) above and the Required Collateral Ratio has not been obtained, Lender shall send a second email notification (the “Second Notification”) repeating the information in provisions (i) – (iv) in the preceding paragraph. Borrower shall have twelve (12) hours from the time ▇▇▇▇▇▇ sends the Second Notification to respond according to (x) or (y) in the preceding paragraph, and ▇▇▇▇▇▇ has the right to accept or reject ▇▇▇▇▇▇▇▇’s response as stated above. Upon ▇▇▇▇▇▇'s rejection of ▇▇▇▇▇▇▇▇’s response to the Second Notification, whether affirmatively by email or by non-reply by the Close of Business that same day, Borrower shall make immediate payment of Additional Collateral as set forth in Section IV(f) below. Failure to provide Additional Collateral, or failure by Borrower to respond to either the First Notification or the Second Notification, shall give Lender the option to declare an Event of Default under Section VII below.

Notwithstanding anything in this Section, the value of the Collateral, which is subject to Collateral Haircut, must at all times be above a threshold limit of 105% of the value of the Loaned Asset unless otherwise specified and agreed to by the Party’s in the applicable Loan Term Sheet (the “Default Limit”). If the Collateral drops below the Default Limit, the Lender shall have the option to declare an Event of Default under Section VII.

Borrower acknowledges that its obligations under this Section continue regardless of ▇▇▇▇▇▇’s request for Additional Collateral and ▇▇▇▇▇▇▇▇’s acceptance or rejection of the same. Borrower agrees that it is its responsibility to monitor its Collateral and to assure that it is equal to or higher than the applicable Margin Call Limit and Default Limit. Borrower agrees that Lender may, automatically and without prior notice, liquidate or otherwise convert the Collateral, in its sole judgment and discretion, determines that the amount of Collateral supporting the position is insufficient to satisfy the Default Limit of 105% or otherwise specified in a Loan Term Sheet.

Borrower acknowledges that its obligations hereunder, including those in this Section IV, continue regardless of ▇▇▇▇▇▇’s request for Additional Collateral and ▇▇▇▇▇▇▇▇’s acceptance or rejection of the same.

Refund of Collateral

If during the term of a Loan the Collateral Ratio increases such that the Collateral Ratio is higher than the value specified in the Loan Term Sheet (the “Refund Limit”) for a continuous period of thirty (30) days or more, the Borrower shall have the right to require the Lender to return an amount of Collateral (the “Refunded Collateral”) such that the Collateral Ratio is equal to the Initial Collateral Ratio. The value of the Loaned Assets and the Collateral comprised of Digital Currency shall be measured by the spot rate published on the Reference Exchange, and the value of the Collateral comprised of Securities shall be based on the value of such Securities, as determined by the Lender (the “Collateral Refund Rate”). Lender shall deliver the Refunded Collateral to Borrower within two Business Days.

Payment of Additional Collateral

Payment of the Additional Collateral shall be made by bank wire to the account, or if applicable the Digital Currency Address, specified in the Loan Term Sheet or by a return of the amount of Loaned Assets necessary to obtain the Required Collateral Ratio. For any return of Loaned Assets made in accordance with this Section, Borrower is still responsible for payment of any Early Termination Fees that apply to the particular Loan.

Return of Collateral

Upon ▇▇▇▇▇▇▇▇’s repayment of the Loan and any other amounts owing hereunder and acceptance by Lender of the Loaned Assets into Lender’s Digital Currency Address, with such delivery being confirmed on the relevant Digital Currency blockchain ten times, Lender shall initiate the return of Collateral within five Business Days to a bank account designated by Borrower or, where Digital Currency or Securities is Collateral, into an applicable Digital Currency Address on the behalf of ▇▇▇▇▇▇▇▇.

Hard Fork

Notification

In the event of a public announcement of a future Hard Fork or an Airdrop in the blockchain for any Loaned Assets or Collateral, Lender shall provide email notification to Borrower.

No Immediate Termination of Loans Due to Hard Fork

In the event of a Hard Fork in the blockchain for any Loaned Assets or an Airdrop, any outstanding Loans will not be automatically terminated. Borrower and Lender may agree, regardless of Loan type, either (i) to terminate the Loan without any penalties on an agreed upon date or (ii) for Lender to manage the Hard Fork on the behalf of Borrower. If the Lender manages the Hard Fork on behalf of Borrower, Borrower shall return the Loaned Assets to Lender two business days prior to the scheduled Hard Fork or Airdrop. Lender shall not be obligated to return any Collateral to the Borrower during the period in which ▇▇▇▇▇▇ manages the Loaned Assets on the behalf of Borrower. Lender shall fork the Loaned Assets, and following the Hard Fork shall return to Borrower the Loaned Assets but not any New Tokens (as defined below). For any whole days in which Lender manages the Loan Digital Currency pursuant to this section, the Loan Fee for those days shall not accrue. Nothing herein shall relieve, waive, or otherwise satisfy Borrower’s obligations hereunder, including without limitation, the return of the Loaned Assets at the termination of the Loan and payment of accrued Loan Fees, which includes the per diem amounts for days on which Borrower transfers Digital Currency to Lender and Lender transfers said Digital Currency back to Borrower pursuant to this section.

▇▇▇▇▇▇’s Right to New Tokens

Lender will receive the benefit and ownership of any incremental tokens generated as a result of a Hard Fork in the Digital Currency protocol or an Applicable Airdrop (the “New Tokens”) if any two of the following four conditions are met (the “New Token Criterion”):

●

Hash Power: the average hash power mining the New Token on the 30th day following the occurrence of the Hard Fork or Applicable Airdrop (calculated as a 30-day average on such date) is at least five percent (5%) of the hash power mining the Loaned Assets on the day preceding the Hard Fork or Applicable Airdrop (calculated as a 3-day average of the 3 days preceding the Hard Fork).

●

Market Capitalization: the average market capitalization of the New Token (defined as the total value of all New Tokens) on the 30th day following the occurrence the Hard Fork or Applicable Airdrop (calculated as a 30-day average on such date) is at least five percent (5%) of the average market capitalization of the Loaned Assets (defined as the total value of the Loaned Assets) (calculated as a 30-day average on such date).

●

24-Hour Trading Volume: the average 24-hour trading volume of the New Token on the 30th day following the occurrence the Hard Fork or Applicable Airdrop (calculated as a 30-day average on such date) is at least one percent (1%) of the average 24-hour trading volume of the Loaned Assets (calculated as a 30-day average on such date).

●

Wallet Compatibility: the New Token is supported by either BitGo wallets or Curv wallets within 30 days of the Hard Fork or Applicable Airdrop.

For the above calculations, the source for the relevant data on the Digital Currency hash power, market capitalization, and 24-Hour trading volume will be ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ (or, if ▇▇▇▇▇▇▇▇▇▇.▇▇▇▇ does not provide the required information, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and if neither provides the required information, the parties shall discuss in good faith to mutually agree upon another data source) and the source for the hash power of the New Token will be ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (or, if ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ does not provide the required information, the parties shall discuss in good faith to mutually agree upon another data source prior to the 30-day mark of the creation of the New Token).

If the Hard Fork or Applicable Airdrop meets the criteria above, Borrower will have up to sixty (60) days from the Hard Fork or Applicable Airdrop to transfer the New Tokens to Lender. If sending the New Tokens to Lender is burdensome, upon ▇▇▇▇▇▇’s written agreement with ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ can reimburse Lender for the value of the New Tokens by either (i) a one-time payment in the same Loaned Assets transferred as a part of the Loan reflecting the amount of the New Tokens owed using the spot rate determined by Lender in its reasonable discretion at the time of said repayment, or (ii) returning the borrowed Digital Currency so that Lender can manage the split of the underlying digital tokens as described in Section IV(b) above. Alternatively, subject to ▇▇▇▇▇▇’s written agreement, the parties may agree to other methods of making Lender whole for ▇▇▇▇▇▇▇▇’s failure to transfer New Tokens to Lender. In all cases, Borrower will be solely responsible for payment of additional costs incurred by any transfer method other than returning the New Tokens to Lender, including but not limited to technical costs, third party fees, and tax obligations for the transaction, including but not limited to a tax gross-up payment. For the avoidance of doubt, if ▇▇▇▇▇▇▇▇ returns a Loan to Lender prior to the 30^th day following a Hard Fork, Borrower’s obligations under this Section V shall continue for any New Tokens that meet the criteria in this subsection (c) for such Loan on the 30^th day following the Hard Fork. ▇▇▇▇▇▇’s rights to New Tokens as set forth in this Section shall survive the termination of the relevant Loan, return of the Loaned Assets, and termination of this Agreement. If Borrower fails to transfer the New Tokens to Lender, or provide alternative compensation to Lender as agreed to in accordance with this subsection, within sixty (60) days from the Hard Fork or Applicable Airdrop, such failure will be considered an Event of Default in accordance with Section VII(b), and Borrower shall incur an additional fee (the “Hard Fork Fee”) equal to ten percent (10%) (annualized, calculated daily) of all outstanding portions of the Loaned Digital Currencies and Loan Fees. ▇▇▇▇▇▇’s charging of the Hard Fork Fee does not constitute a waiver of its right to declare an Event of Default for the same event.

VI.

Representations and Warranties.

The parties to this Agreement hereby make the following representations and warranties, which shall continue during the term of this Agreement and any Loan hereunder:

Each party hereto (individually, a “Party”, collectively the “Parties”) represents and warrants that (i) it has the power to execute and deliver this Agreement, to enter into the Loans contemplated hereby and to perform its obligations hereunder, (ii) it has taken all necessary action to authorize such execution, delivery and performance, and (iii) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

Each Party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this Agreement and that it has made its own determination as to the tax and accounting treatment of any Loan, any Digital Currency, Collateral, or funds received or provided hereunder.

Each Party hereto represents and warrants that it is acting for its own account.

Each Party hereto represents and warrants that it is a sophisticated party and fully familiar with the inherent risks involved in the transactions contemplated in this Agreement, including, without limitation, risk of new financial regulatory requirements, potential loss of money and risks due to volatility of the price of the Loaned Assets, and voluntarily takes full responsibility for any risk to that effect.

Each Party represents and warrants that it is not insolvent and is not subject to any bankruptcy or insolvency proceedings under any applicable laws.

Each Party represents and warrants there are no proceedings pending or, to its knowledge, threatened, which could reasonably be anticipated to have any adverse effect on the transactions contemplated by this Agreement or the accuracy of the representations and warranties hereunder or thereunder.

Each Party represents and warrants that to its knowledge the transactions contemplated in this Agreement are not prohibited by law or other authority in the jurisdiction of its place of incorporation, place of principal office, or residence and that it has necessary licenses and registrations to operate in the manner contemplated in this Agreement.

Lender represents and warrants that it has, or will have at the time of the loan of any Digital Currency, the right to lend such Loaned Assets subject to the terms and conditions hereof, free and clear of all liens and encumbrances.

Borrower represents and warrants that it has, or will have at the time of return of any Loaned Assets, the right to transfer such Loaned Assets subject to the terms and conditions hereof, and, free and clear of all liens and encumbrances other than those arising under this Agreement.

Borrower represents and warrants that it has, or will have at the time of transfer of any Collateral, the right to grant a first priority security interest in said Collateral subject to the terms and conditions hereof.

VII.

Default

It is further understood that any of the following events shall constitute an event of default hereunder, and shall be herein referred to as an “Event of Default” or “Events of Default”:

the failure of the Borrower to return any and all Loaned Assets and any New Tokens as defined by Section V upon termination of any Loan however, Borrower shall have one (1) Calendar Day to cure such default;

the failure of Borrower to pay any and all Loan Fees, Late Fees, or Early Termination Fees when due hereunder, or to remit any New Tokens or pay any Hard Fork Fee in accordance with the terms herein; provided however, Borrower shall have five (5) Calendar Days to cure such default;

the failure of either Party to transfer Collateral or Additional Collateral, as required herein, however, a Party shall have one (1) Calendar Day to cure such default with such period starting with the First Notification ; except for instances where the Collateral Ratio falls below the Default Limit, which Borrower shall have no additional time in which to cure;

a material default by either Party in the performance of any of the other agreements, conditions, covenants, provisions or stipulations contained in this Agreement, including without limitation a failure by Borrower to abide by its obligations in Section IV or V of this Agreement and Borrower’s failure to cure said material default within one (1) Calendar Day;

any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings that are instituted by or against the Borrower and are not be dismissed within thirty (30) days of the initiation of said proceedings;

any representation or warranty made by either Party in any of the Loan Documents that proves to be incorrect or untrue in any material respect as of the date of making or deemed making thereof however, a party shall have one (1) Calendar Days to cure such default.

Any material or intentional misrepresentation by the Borrower regarding the Borrower’s financial status, business activities, or any other material aspect affecting the Borrower’s creditworthiness or public reputation.

VIII.

Remedies

Upon the occurrence and during the continuation of any Event of Default by ▇▇▇▇▇▇▇▇, the Lender may, at its option: (1) declare the entire Loan Balance outstanding for any Loan hereunder immediately due and payable; (2) terminate this Agreement and any Loan upon notice to Borrower; (3) transfer any Collateral from the collateral account to Lender’s operating account necessary for the payment of any nonpayment, liability, obligation, or indebtedness created by this Agreement or by Lender in furtherance of its performance hereunder and/or its lending business, including but not limited to using the Collateral to purchase the relevant Digital Currency to replenish Lender’s supply of the relevant Digital Currency or selling any Collateral in a relevant market for such Digital Currency; (4) purchase on Lender’s own account a like amount of Loaned Assets in a relevant market for such Digital Currency and then collect from Borrower amounts expended by Lender for such purchase; (5) exercise its rights under Section XII herein; (6) require the Borrower to adjust Borrower’s positions or unilaterally liquidate Borrower’s positions on held with Lender or through any services provided by any of Lender’s affiliates (7) exercise all other rights and remedies available to the Lender hereunder, under applicable law, or in equity; provided, that upon any Event of Default pursuant to Section VII as to a particular Loan, the entire Loan Balance then outstanding hereunder shall automatically become and be immediately due and payable.

On the occurrence of any Event of Default under this Agreement and any and all Loans made pursuant to this Agreement shall be terminated immediately and become due and payable, and Lender shall have immediate right to the Collateral to the fullest extent permitted herein and by law.

In the event that the purchase price of any replacement Digital Currency pursuant to Section VIII (a)(3) & (a)(4) above exceeds the amount of the Collateral, Borrower shall be liable to Lender for the amount of such excess together with interest thereon in the amount of ten percent (10%) or as modified in the Term Sheet. As security for Borrower’s obligation to pay such excess, Lender shall have, and Borrower hereby grants, a security interest in any property of Borrower then held by or for Lender and a right of setoff with respect to such property and any other amount payable by Lender to Borrower. The purchase price of replacement Digital Currency purchased under this Section shall include, and the proceeds of any sale of Collateral shall be determined after deduction of, broker’s fees and commissions and all other reasonable costs, fees and expense related to such purchase or sale (as the case may be). In the event Lender exercises its rights under this Section, Lender may elect in its sole discretion, in lieu of purchasing all or a portion of the replacement Digital Currencies or selling all or a portion of the Collateral, to be deemed to have made, respectively, such purchase of replacement Digital Currencies or sale of Collateral for an amount equal to the price therefor on the date of such exercise obtained from a generally recognized source.

To the extent that the Loans are now or hereafter secured by property other than the Collateral, or by the guarantee, endorsement or property of any other person, then upon an Event of Default by ▇▇▇▇▇▇▇▇, Lender shall have the right in its sole discretion to determine which rights, security, liens, security interests or remedies Lender shall at any time pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of them or any of ▇▇▇▇▇▇’s rights hereunder.

In connection with the exercise of its remedies pursuant to this Section VIII, Lender may (1) exchange, enforce, waive or release any portion of the Collateral or Loans in favor of the Lender or relating to any other security for the Loans; (2) apply such Collateral or security and direct the order or manner of sale thereof as the Lender may, from time to time, determine; and (3) settle, compromise, collect or otherwise liquidate any such Collateral or security in any manner following the occurrence of an Event of Default, without affecting or impairing the Lender's right to take any other further action with respect to any Collateral or security or any part thereof.

In addition to its rights hereunder, the non-defaulting Party shall have any rights otherwise available to it under any other agreement or applicable law.

LIMITATION OF LIABILITY; BORROWER EXPRESSLY UNDERSTANDS AND AGREES THAT LENDER AND ITS AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF LENDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM ▇▇▇▇▇▇’S ACTIONS OR INACTIONS PURSUANT TO THIS AGREEMENT.

IX.

Rights and Remedies Cumulative.

No delay or omission by the Lender in exercising any right or remedy hereunder shall operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies hereunder. All rights of the Lender stated herein are cumulative and in addition to all other rights provided by law, in equity.

Survival of Rights and Remedies.

All remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Assets or Collateral, and termination of this Agreement.

XI.

Collection Costs.

In the event Borrower fails to pay any amounts due or to return any Digital Currency or upon the occurrence of any Event of Default in Section VII hereunder, Borrower shall, upon demand, pay to Lender all reasonable costs and expenses, including without limitation, reasonable attorneys’ fees and court costs, broker fees, and technology costs incurred by the Lender in connection with the enforcement of its rights hereunder.

XII.

Governing Law; Dispute Resolution.

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Illinois, United States, without giving effect to the principles of conflicts of law thereof. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration in Chicago, Illinois, United States administered by JAMS. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (a) one arbitrator, who shall be a retired judge, shall be chosen by JAMS; (b) each Party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such Party. Each Party shall bear its own attorneys’ fees and expenses. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity.

XIII.

Confidentiality.

Each Party to this Agreement shall hold in confidence all information obtained from the other Party in connection with this Agreement and the transactions contemplated hereby, including without limitation any discussions preceding the execution of this Agreement (collectively, “Confidential Information”). Confidential Information shall not include information that the receiving Party demonstrates with competent evidence was, or becomes, (i) available to the public through no violation of this Section XIII, (ii) in the possession of the receiving Party on a non-confidential basis prior to disclosure, (iii) available to the receiving Party on a non-confidential basis from a source other than the other Party or its affiliates, subsidiaries, officers, directors, employees, contractors, attorneys, accountants, bankers or consultants (the “Representatives”), or (iv) independently developed by the receiving Party without reference to or use of such Confidential Information.

Each Party shall (i) keep such Confidential Information confidential and shall not, without the prior written consent of the other Party, disclose or allow the disclosure of such Confidential Information to any third party, except as otherwise herein provided, and (ii) restrict internal access to and reproduction of the Confidential Information to a Party’s Representatives only on a need to know basis; provided, however, that such Representatives shall be under an obligation of confidentiality at least as strict as set forth in this Section XIII.

Each Party also agrees not to use Confidential Information for any purpose other than in connection with transactions contemplated by this Agreement.

The provisions of this Section XIII will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law, regulation, or direction by a court of competent jurisdiction or government agency or regulatory authority with jurisdiction over said Party; provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure. Notwithstanding the foregoing, Lender may disclose the other Party’s Confidential Information without notice pursuant to a written request by a governmental agency or regulatory authority.

The obligations with respect to Confidential Information shall survive for a period of three (3) years from the date of this Agreement. Notwithstanding anything in this agreement to the contrary, a Party may retain copies of Confidential Information (the “Retained Confidential Information”) to the extent necessary (i) to comply with its recordkeeping obligations, (ii) in the routine backup of data storage systems, and (iii) in order to determine the scope of, and compliance with, its obligations under this Section XIII; provided, however, that such Party agrees that any Retained Confidential Information shall be accessible only by legal or compliance personnel of such Party and the confidentiality obligations of this Section XIII shall survive with respect to the Retained Confidential Information for so long as such information is retained.

XIV.

Notices.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement shall be in writing and shall be personally delivered or sent by Express or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a Party may designate in accordance herewith), or to the respective address set forth below:

Lender:

Name: FalconX Charlie, Inc

Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇

Attn: Legal Team

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇, with a copy to ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇

Borrower:
Name: Marvel Operations Corp.
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Attn: _________________________________________
Email: ________________________________________

Either Party may change its address by giving the other Party written notice of its new address as herein provided.

XV.

Modifications.

All modifications or amendments to this Agreement or any Term Sheet shall be effective only when reduced to writing and signed by both parties hereto. Such modifications or amendments may be made through additional language included in a Loan Term Sheet or through the execution of an agreement by the Borrower with a FalconX affiliate (including, but not limited to Falcon Labs, Ltd), in which scenario the FalconX affiliate shall have the full authorization and power of Lender to modify or revise this Agreement on behalf of Lender

XVI.

Single Agreement

▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge that, and have entered into this Agreement in reliance on the fact that, all Loans hereunder constitute a single business and contractual relationship and have been entered into in consideration of each other. Accordingly, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby agree that payments, deliveries, and other transfers made by either of them in respect of any Loan shall be deemed to have been made in consideration of payments, deliveries, and other transfers in respect of any other Loan hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. In addition, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge that, and have entered into this Agreement in reliance on the fact that, all Loans hereunder have been entered into in consideration of each other. Accordingly, ▇▇▇▇▇▇▇▇ and Lender hereby agree that (a) each shall perform all of its obligations in respect of each Loan hereunder, and that a default in the performance of any such obligation by Borrower or by ▇▇▇▇▇▇ (the “Defaulting Party”) in any Loan hereunder shall constitute a default by the Defaulting Party under all such Loans hereunder, and (b) the non-defaulting Party shall be entitled to set off claims and apply property held by it in respect of any Loan hereunder against obligations owing to it in respect of any other Loan with the Defaulting Party.

XVII.

Entire Agreement.

This Agreement, each exhibit referenced herein, and all Loan Term Sheets constitute the entire Agreement among the parties with respect to the subject matter hereof and supersedes any prior negotiations, understandings and agreements. Nothing in this Section XVII shall be construed to conflict with or negate Section XVI above.

XVIII.

Successors and Assigns.

This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that Borrower may not assign this Agreement or any rights or duties hereunder without the prior written consent of the Lender (such consent to not be unreasonably withheld). Lender may assign this Agreement or any rights or duties hereunder upon notice to ▇▇▇▇▇▇▇▇. Notwithstanding the foregoing, in the event of a change of control of Lender or Borrower, prior written consent shall not be required so such Party provides the other Party with written notice prior to the consummation of such change of control. For purposes of the foregoing, a “change of control” shall mean a transaction or series of related transactions in which a person or entity, or a group of affiliated (or otherwise related) persons or entities acquires from stockholders of the Party shares representing more than fifty percent (50%) of the outstanding voting stock of such Party. Neither this Agreement nor any provision hereof, nor any Exhibit hereto or document executed or delivered herewith, or Loan Term Sheet hereunder, shall create any rights in favor of or impose any obligation upon any person or entity other than the parties hereto and their respective successors and permitted assigns. For the avoidance of doubt, any and all claims and liabilities against the Lender arising in any way out of this Agreement are only the obligation of the Lender, and not any of its parents or affiliates. The Parties agree that none of the Lender’s parents or affiliates shall have any liability under this Agreement nor do such related entities guarantee any of the Lender’s obligations under this Agreement.

XIX.

Severability of Provisions.

Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

XX.

Counterpart Execution.

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by email or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by email or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

XXI.

Relationship of Parties.

Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the parties hereto, it being understood and agreed that no provision contained herein shall be deemed to create any relationship between the parties hereto other than the relationship of Borrower and ▇▇▇▇▇▇.

XXII.

No Waiver.

The failure of or delay by either Party to enforce an obligation or exercise a right or remedy under any provision of this Agreement or to exercise any election in this Agreement shall not be construed as a waiver of such provision, and the waiver of a particular obligation in one circumstance will not prevent such Party from subsequently requiring compliance with the obligation or exercising the right or remedy in the future. No waiver or modification by either Party of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by both parties.

XXIII.

Indemnification.

Each Party shall indemnify and hold harmless the other Party, or any of its parents or affiliates, from and against any and all third party claims, demands, losses, expenses and liabilities of any and every nature (including attorneys’ fees of the Party choosing to defend against any such claims, demands, losses, expenses and liabilities) that it may sustain or incur or that may be asserted against it arising out of the lending or borrowing of Digital Currency or U.S. Dollars under this Agreement, except for any and all claims, demands, losses, expenses and liabilities arising out of or relating to that Party’s bad faith, gross negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of each Party, its successors and assigns, notwithstanding the termination of this Agreement.

XXIV.

Term and Termination.

The Term of this Agreement shall commence on the date hereof for a period of one year, and shall automatically renew for successive one-year terms annually, unless either Party provides notice of a desire to terminate the contract no less than ten (10) days prior to the end of such one-year period. The foregoing notwithstanding, this Agreement may be terminated as set forth in Section VII or upon thirty (30) days’ notice by either Party to the other.

In the event of a termination of this Agreement, any Loaned Assets shall be redelivered immediately and any fees owed shall be payable immediately.

XXV.

No Reliance.

Except as expressly set forth in this Agreement, each party acknowledges that it is entering into this Agreement based solely upon its own investigation and evaluation, and not in reliance upon any statement, representation, warranty, or agreement of the other party except those specifically included in this Agreement. Each party acknowledges that no representation or warranty not specifically contained in this Agreement has been made by or on behalf of the other party.

Each party further acknowledges that it has had such opportunity as it deems necessary to independently verify the information contained herein, and to seek advice from its own legal, tax, and business advisors and such other experts as it has deemed necessary in connection with its decision to enter into this Agreement.

To the extent that, prior to the execution of this Agreement, either party has received or may receive information from the other party, that party understands and agrees that it is not relying on any such information in deciding to engage in this transaction, unless such information is expressly incorporated into this Agreement.

XXVI.

Miscellaneous.

Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders where necessary and appropriate. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and no other Person shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement. The section headings are for convenience only and shall not affect the interpretation or construction of this Agreement. The Parties acknowledge that the Agreement and any Lending Request are the result of negotiation between the Parties which are represented by sophisticated counsel and therefore none of the Agreement’s provisions will be construed against the drafter.

[signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the Effective Date.

LENDER:			BORROWER:

FalconX Charlie, Inc			Marvel Operations Corp.

By:			By:
Name:			Name:
Title:			Title:

EXHIBIT A

Authorized Agents. The following are authorized to deliver Lending Requests on behalf of Borrower in accordance with Section II hereof:

Name:

Email:

Name:

Email:

Borrower may change its Authorized Agents by notice given to ▇▇▇▇▇▇ as provided herein.

EXHIBIT B

LOAN TERM SHEET

This Lender Agreement dated __________________ (the “Loan Effective Date”) between FalconX Charlie, Inc (“Lender”) and _______________________________________________________________ (“Borrower”) [select A or B: (A) supersedes the following preceding term sheet(s) between the parties dated as of: [List specific term sheets by date]; (B) is made in addition to any prior term sheets without superseding them], and incorporates all of the terms of the Master Lender Agreement between Lender and Borrower on _____________ as per the following specific terms:

Lender:	FalconX Charlie, Inc.

Borrower:

Loaned Assets:

Loan Fee:

Loan Type:

Maturity Date:

Collateral:

Initial Collateral Ratio:

Margin Call Limit:

Default Limit:

Refund Limit:

FalconX Charlie, Inc

By:			By:
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇			Name:
Title: Vice President of Operations			Title:

MASTER LENDER AGREEMENT

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