10-Q (ba5a0151tml)

"Lender" means FalconX Charlie, Inc.

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"Lender Email" means: if operations, [REDACTED] if invoicing/billing: [REDACTED] with a copy to [REDACTED].

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"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.

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"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.

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

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

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

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"Loan Term Sheet" means the agreement between Lender and Borrower on the particular terms of an individual Loan. Such Loan Term Sheet 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. In the event of any inconsistency between the provisions of any Loan Term Sheet and this Agreement, such Loan Term Sheet will prevail for the purpose of the relevant Loan.

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"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.

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

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

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

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"Margin Notification" has the meaning ascribed to such term in Section IV(d).

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"Margin Notification Time Period" has the meaning ascribed to such term in Section IV(d).

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

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

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

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"Other Connection Taxes" means, with respect to any Lender, Taxes imposed as a result of a present or former connection between the Lender and the jurisdiction imposing such Tax (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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"Other Taxes" means all present or future stamp, court, documentary, intangible, excise, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

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