Virtual Asset User Lending Terms

By clicking “Agree” and accessing and using our services, you agree to these Virtual Asset User Lending Terms (this “VAULT”), as modified from time to time. You (in your capacity as a holder or future holder of a Nexus Vault Account), agree that this VAULT shall govern your Nexus Vault Account. We reserve the right to update this VAULT at any time and without notice. This VAULT is by and between Nexus Markets LLC (“Borrower” or “Nexus”) and you (“Lender,” and taken together with Borrower the “Parties,” and each a “Party”).

Lender must be a verified Nexus Client in order to become a Nexus Vault Account holder. Verification is in the sole discretion of Nexus and requires Lender to pass certain KYC (Know-Your-Customer) and AML (Anti-Money Laundering) protocols and procedures.

WHEREAS From time to time the Parties hereto may enter into transactions in which Lender will lend to Borrower certain Virtual Assets (as defined herein). Each such transaction shall be referred to herein as a “Loan” and, unless otherwise agreed in writing, shall be governed by this VAULT, including any supplemental terms or conditions contained in an Annex or Schedule hereto and in any other annexes identified herein or therein as applicable hereunder, including any Confirmation as defined herein. Capitalized terms not otherwise defined herein shall have the meanings provided in Section 23.

1. Loans of Virtual Assets.

1.1 Subject to the terms and conditions of this VAULT, Borrower or Lender may, from time to time, seek to initiate a transaction in which Lender will lend Virtual Assets to Borrower. Borrower and Lender shall agree on the terms of each Loan (which terms may be amended by Borrower at its sole discretion, or otherwise by mutual agreement of both Parties together with any Secured Parties, during the Loan), including the specific issuance and type of Virtual Assets, the amount of Virtual Assets to be lent, the basis of compensation, and any additional terms. Such transaction shall be confirmed by a schedule and receipt listing the Loaned Virtual Assets provided by Borrower to Lender in accordance with Section 2.2 or (in such other manner as may be agreed by Borrower and Lender in writing. Such confirmation (the “Confirmation”), together with this VAULT, shall constitute conclusive evidence of the terms agreed between Borrower and Lender with respect to the Loan to which the Confirmation relates unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any inconsistency between the terms of such Confirmation and this VAULT, this VAULT shall prevail.

1.2 Notwithstanding any other provision in this VAULT regarding when a Loan commences, unless otherwise agreed, a Loan hereunder shall not occur until the Loaned Virtual Assets therefor have been transferred in accordance with Section 12.

2. Transfer of Loaned Virtual Assets.

2.1 Unless otherwise agreed and subject to all other terms and conditions contained in this VAULT, Lender shall transfer Loaned Virtual Assets to Borrower hereunder on or before the Cutoff Time on the date agreed to by Borrower and Lender for the commencement of the Loan and specified in the Confirmation.

2.2 Borrower shall provide Lender, for each Loan, with a schedule and receipt listing the Loaned Virtual Assets (“Loan Card”). Such schedule and receipt shall show the amount and type of Virtual Assets loaned to Borrower and the Loan Fee. Loan Card may be accessed and viewable via the Nexus Vault Account interface.

3. Regulations.

3.1 Nexus Vault Accounts are not available in certain in certain countries (“Blocked Country”) and to certain designated individuals on OFAC and FATF sanctions lists (“Prohibited Person”). Nexus may suspend your account and freeze any funds if it reasonably suspects Lender or Lender’s counterparties of being from a Blocked Country or a Prohibited Person.

4. Loan Fee.

4.1 Borrower agrees to pay Lender a loan fee (a “Loan Fee”), computed daily on each Loan based on a variable rate calculated and payable in the sole discretion of the Borrower. The Loan Fee is based on many factors and subject to market conditions. Any rates displayed are merely estimates. The actual payable Loan Fee is at the discretion of the Borrower. However, Borrower will use commercially reasonable efforts to pay the highest possible rate. Loan Fees shall be paid in the same type of digital asset of the Nexus Vault Account of the Lender.

5. Termination of the Loan and Withdrawals.

5.1. (a) Unless otherwise agreed, either party may terminate a Loan on a termination date established by notice given to the other party prior to the Close of Business on a Business Day. The termination date established by a termination notice shall be a date no earlier than the standard settlement date that would apply to a purchase or sale of the Loaned Virtual Assets (in the case of notice given by Lender) entered into at the time of such notice, which date shall, unless Borrower and Lender agree to the contrary, be the first Business Day following such notice.

(b) Notwithstanding paragraph (a) of this Section 5.1 and unless otherwise agreed, Borrower may terminate a Loan on any Business Day by giving notice to Lender and transferring the Loaned Virtual Assets to Lender before the Cutoff Time on such Business Day.

5.2 Unless otherwise agreed, Borrower shall, on or before the Cutoff Time on the termination date of a Loan, transfer the Loaned Virtual Assets to Lender.

5.3 Termination of the Loan by Lender may be performed via a withdrawal of the Loaned Virtual Assets from its Nexus Vault account. Lender may withdraw all or some of the Loaned Virtual Assets, a partial withdrawal does not automatically terminate the full value of the Loan and Borrower may continue to pay out Loan Fees on the remaining partial amount subject to the terms of the original Loan. Lender may be required to provide certain personally identifiable information to verify the withdrawal request. Nexus shall initiate the withdrawal request as soon as possible; however, it may take up to 14 business days for the withdrawal to fully process. Withdrawals are limited to $25,000 in value per withdrawal; however, this may be modified and is subject to change at any time. Lender is responsible for providing complete and accurate information required for withdrawals. Any incorrect or inaccurate information may result in complete loss of Lender’s Virtual Assets. If Lender provides incorrect or inaccurate information, or Nexus is unable to process a transfer to the account provided, Nexus shall have no liability. Nexus reserves the right to charge withdrawal fees or institute withdrawal minimums, but will use commercially reasonable efforts to provide free withdrawals. Any network fees will be passed on to Lender. Lender assumes all risk connected with withdrawals including third-party cyber-attacks, extreme market conditions and/or technical difficulties.

6. Rights in Respect of Loaned Virtual Assets. Except as set forth elsewhere in this VAULT and as otherwise agreed by Borrower and Lender, until the like amount of Loaned Virtual Assets are required to be redelivered to Lender upon termination of a Loan hereunder, Borrower shall have all of the incidents of ownership of the Loaned Virtual Assets, including the right to hypothecate, liquidate, dispose of, and/or transfer the Loaned Virtual Assets to others; Lender hereby waives the right to provide any consent or to take any similar action with respect to the Loaned Virtual Assets in any such consent or other action may be required during the term of the Loan. Lender grants Borrower a security interest in all Loaned Virtual Assets and Borrower may use Loaned assets for any amounts owing to it or any related affiliates.

7. Representations.

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

7.1.1 Each party hereto represents and warrants that (a) it has the power to execute and deliver this VAULT, to enter into the Loans contemplated hereby and to perform its obligations hereunder, (b) it has taken all necessary action to authorize such execution, delivery and performance, and (c) this VAULT constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

7.1.2 Each party hereto represents and warrants that it has not relied on the other for any tax or accounting advice concerning this VAULT and that it has made its own determination as to the tax and accounting treatment of any Loan and any dividends, remuneration or other funds received hereunder.

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

7.1.4 Lender represents and warrants that it has, or will have at the time of transfer of any Loaned Virtual Assets, the right to transfer the Loaned Virtual Assets subject to the terms and conditions hereof, and that it owns the Loaned Virtual Assets, free and clear of all liens.

8. Covenants.

8.1 Each party agrees to be liable as principal with respect to its obligations hereunder.

9. Events of Default.

9.1 In the event of default by Lender, all Loans hereunder may, at the option of the Borrower (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), be terminated immediately upon the occurrence of any one or more of the following events (individually, a “Default”):

9.1.1 If an Act of Insolvency occurs;

9.1.2 If any representation made by Lender in respect of this VAULT or any Loan or Loans hereunder shall be incorrect or untrue in any material respect during the term of any Loan hereunder;

9.1.3 If Lender notifies the other of its inability to or its intention not to perform its obligations hereunder or otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or

9.1.4 If Lender (a) shall fail to perform any material obligation under this VAULT not specifically set forth in clauses 9.1.1 through 9.1.3, above, and (b) shall not have cured such failure by the Cutoff Time on the next day after such Close of Business on which a transfer of cash may be effected in accordance with Section 12.

9.2 The Borrower shall (except upon the occurrence of an Act of Insolvency) give notice as promptly as practicable to the Lender of the exercise of its option to terminate all Loans hereunder pursuant to this Section 9.

10. Remedies.

10.1 Indemnification Clause. The Lender shall indemnify and hold harmless the Borrower and its affiliates, agents, representatives, employees, officers, directors, shareholders, members, managers, partners or equity owners against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys' fees (collectively, the “Losses”) that arise from or relate to the services rendered to the Lender pursuant to this VAULT or are in any way connected with the rendering of such services. The Lender also agrees to indemnify and hold harmless the Borrower in any event where the Lender's negligence, error, omission or intentional act causes harm to the Borrower.

10.2 Limitation of liability. With regard to the services to be performed by the Company pursuant to the terms of this VAULT, the Borrower shall not be liable to the Lender or to any third party for any acts or omissions in the performance of services on the part of the Borrower or on the part of the agents or employees of the Borrower, except when said acts or omissions of the Borrower are due to willful misconduct, gross negligence, or illicit activities. Under no circumstances shall the Borrower be liable to the Lender or to any third party with respect to the loss of cryptocurrency through theft or third party acts not under the reasonable control of the Borrower. The liability of the Borrower is limited to the face value of the transaction or the actual value of the Virtual Assets or funds in question. The Company shall not be liable to the Client or any third party on any theory of liability, whether in an equitable, legal, or common law action arising hereunder for contract, strict liability, tort (including negligence), or otherwise, for damages which, in the aggregate, exceed the amount of funds borrowed by Borrower which gave rise to such damages or for any special, incidental, indirect, exemplary, punitive, consequential or similar damages of any kind and however caused, including but not limited to business interruption or loss of profits, business opportunities, or good will, even if notified of the possibility of such damage.

10.3 Force Majeure Events. The Borrower will not be liable for any delay or failure to perform any of its obligations, any inaccuracy, error, delay in, or omission of any information (or the transmission or delivery of information), or any loss or damage arising from any event beyond Borrower’s reasonable control (including but not limited to flood, extraordinary weather conditions, pandemic, epidemic, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond the Borrower’s reasonable control).

10.4 Upon the occurrence of a Default under Section 9 entitling Borrower to terminate all Loans hereunder, Borrower shall have the right, in addition to any other remedies provided herein, (a) to sell a like amount of the Loaned Virtual Assets in the principal market for such Loaned Virtual Assets in a commercially reasonable manner and (b) to apply and set off the Loaned Virtual Assets and any proceeds thereof against any amounts due to Borrower under any other provision of this VAULT. In such event, Borrower obligation to repay the relevant like amount of Loaned Virtual Assets to Lender shall terminate. Borrower may similarly apply the Loaned Virtual Assets and any proceeds thereof to any other obligation of Lender under this VAULT. In the event Borrower exercises its rights under this Section 10.4, Borrower may elect in its sole discretion, in lieu of selling all or a portion of the Loaned Virtual Assets, to be deemed to have made, respectively, such sale of Loaned Virtual Assets for an amount equal to the price therefor on the date of such exercise obtained from a generally recognized source or the last bid quotation from such a source at the most recent Close of Trading. Upon the satisfaction of all Lender’s obligations hereunder, any remaining Loaned Virtual Assets (or remaining cash proceeds thereof) shall be returned to Lender.

10.5 Unless otherwise agreed, the Parties acknowledge and agree that (a) the Loaned Virtual Assets are of a type traded in a recognized market, (b) in the absence of a generally recognized source for prices or bid or offer quotations for any asset, the non-defaulting party may establish the source therefor in its reasonable discretion, including with reference to any information provided in good faith by any affiliate of such Party, and (c) all prices and bid and offer quotations shall be increased to include accrued interest to the extent not already included therein (except to the extent contrary to market practice with respect to the relevant Virtual Assets).

10.6 In addition to its rights hereunder, the Borrower shall have any rights otherwise available to it under any other agreement or applicable law.

10.7 Risk Disclosure

10.7.1 Nexus Vault Accounts are not insured and all funds are subject to loss. Borrower uses commercially reasonable practices and vets all counterparties; however, all funds held in Nexus Vault Accounts will be exposed to market risks. Account balances are not subject to any regulatory or government protections.

11. Taxes.

11.1 It is the responsibility of each party to calculate, report and/or pay any applicable taxes to the appropriate tax body.

12. Transfers.

12.1 All transfers by either Borrower or Lender of Loaned Virtual Assets consisting of “financial assets” (within the meaning of the UCC) hereunder shall be by (a) in the case of Virtual Assets, transfer of codes effectuating or permitting Borrower to effectuate an irrevocable transfer of title and full control of such Virtual Assets to Borrower (and permitting Borrower to freely transfer, hypothecate and/or use such Virtual Assets in the stream of commerce at Borrower’s discretion without further reference to or authority of Lender) by modification of any applicable blockchain or other distributed ledger, (b) in the case of certificated securities the delivery of the applicable certificates together with duly executed stock and/or bond transfer powers, as the case may be, with signatures guaranteed by a bank or a member firm of the New York Stock Exchange, Inc. or other relevant exchange, (c) registration of an uncertificated security in the transferee’s name by the issuer of such uncertificated security, (d) the crediting by a Clearing Organization of such financial assets to the transferee’s “securities account” (within the meaning of the UCC) maintained with such Clearing Organization, or (d) such other means as Borrower and Lender may agree.

12.2 A transfer of Virtual Assets, cash or letters of credit may be effected under this Section 12 on any day except (a) a day on which the transferee is closed for business or (b) a day on which a Clearing Organization or wire transfer system is closed, if the facilities of such Clearing Organization or wire transfer system are required to effect such transfer.

12.3 In every transfer of “financial assets” (within the meaning of the UCC) hereunder, the transferor shall take all steps necessary (a) to effect a delivery to the transferee under Section 8-301 of the UCC, or to cause the creation of a security entitlement in favor of the transferee under Section 8-501 of the UCC, (b) to enable the transferee to obtain “control” (within the meaning of Section 8-106 of the UCC), and (c) to provide the transferee with comparable rights under any applicable foreign law or regulation.

13. Contractual Currency.

13.1 Borrower and Lender agree that (a) any return of Virtual Assets shall be made in the same type and kind of digital asset in which the underlying Loan or transfer was made, and (c) any other payment of funds in connection with a Loan under this VAULT shall be in the currency or digital asset agreed upon by Borrower and Lender in connection with such Loan (the currency established under clause (a), (b) or (c) hereinafter referred to as the “Contractual Currency”).

14. Single Agreement.

14.1 Borrower and Lender acknowledge that, and have entered into this VAULT 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, Borrower and Lender 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, Borrower and Lender acknowledge that, and have entered into this VAULT in reliance on the fact that, all Loans hereunder have been entered into in consideration of each other. Accordingly, Borrower 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 Lender (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.

15. APPLICABLE LAW.

15.1 THIS VAULT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. ALL LOANS ORIGINATE FROM ST. VINCENT AND THE GRENADINES.

16. Waiver.

16.1 The failure of a party to this VAULT to insist upon strict adherence to any term of this VAULT on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this VAULT. All waivers in respect of a Default must be in writing.

17. Survival of Remedies.

17.1 All remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Virtual Assets and termination of this VAULT.

18. Notices and Other Communications.

18.1 Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by telephone, mail, facsimile, e-mail, electronic message, telegraph, messenger or otherwise to the individuals and at the facsimile numbers and addresses specified in the Nexus Vault or Nexus Account, or sent to such party at any other place specified in a notice of change of number or address hereafter received by the other party. Any notice, statement, demand or other communication hereunder will be deemed effective on the day and at the time on which it is received or, if not received, on the day and at the time on which its delivery was in good faith attempted; provided, however, that any notice by a party to the other party by telephone shall be deemed effective only if (a) such notice is followed by written confirmation thereof and (b) at least one of the other means of providing notice that are specifically listed above has previously been attempted in good faith by the notifying party.

19. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

19.1 EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS HEREUNDER OR RELATING IN ANY WAY TO THIS VAULT OR ANY LOAN HEREUNDER AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE.

19.2 EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS VAULT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20. Arbitration; Attorney’s Fees.

20.1 Any dispute, controversy or claim arising out of or relating to this VAULT, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of one arbitrator. The place of arbitration will be New York, NY in the United States of America. The language to be used in the arbitral proceedings will be English. The cost of the proceeding shall be borne 50% by each Party. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof and for that purpose, the Parties hereto consent to the jurisdiction and venue of an appropriate state or federal court located in the state of New York.

20.2 In the event that any dispute results from or arises out of this VAULT or the performance thereof, the Parties agree to reimburse the prevailing Party's reasonable attorney's fees and costs, in addition to any other relief to which the prevailing Party may be entitled.

21. Miscellaneous.

21.1 Except as otherwise agreed by the Parties, this VAULT supersedes any other agreement between the Parties hereto concerning loans of Virtual Assets between Borrower and Lender. This VAULT shall not be assigned by either party without the prior written consent of the other party and any attempted assignment without such consent shall be null and void. Subject to the foregoing, this VAULT shall be binding upon and shall inure to the benefit of Borrower and Lender and their respective heirs, representatives, successors and assigns. This VAULT may be terminated by either party upon notice to the other, subject only to fulfillment of any obligations then outstanding. This VAULT shall not be modified, except by an instrument in writing signed by the party against whom enforcement is sought.

21.2 The Parties hereto acknowledge and agree that, in connection with this VAULT and each Loan hereunder, time is of the essence. Each provision and agreement herein shall be treated as separate and independent from any other provision herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

22. Definitions.

22.1 For the purposes hereof:

22.1.1 “Act of Insolvency” shall mean, with respect to any party, (a) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party’s seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (b) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (i) is consented to or not timely contested by such party, (ii) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (iii) is not dismissed within 15 days, (c) the making by such party of a general assignment for the benefit of creditors, or (d) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due.

22.1.2 “Borrower” shall have the meaning assigned in the preamble.

22.1.3 “Business Day” shall mean, with respect to any Loan hereunder, a day on which regular trading occurs in the principal market for the Loaned Virtual Assets subject to such Loan. Notwithstanding the foregoing, in no event shall a Saturday or Sunday be considered a Business Day.

22.1.4 “Clearing Organization” shall mean (a) The Depository Trust Company, or, if agreed to by Borrower and Lender, such other “securities intermediary” (within the meaning of the UCC) at which Borrower (or Borrower’s agent) and Lender (or Lender’s agent) maintain accounts, or (b) a Federal Reserve Bank, to the extent that it maintains a book-entry system.

22.1.5 “Close of Business” shall mean the time established by the Parties or otherwise orally or in writing or, in the absence of any such agreement, as shall be determined in accordance with market practice.

22.1.6 “Close of Trading” shall mean, with respect to any Security, the end of the primary trading session established by the principal market for such Security on a Business Day, unless otherwise agreed by the Parties.

22.1.7 “Confirmation” shall have the meaning assigned in Section 1.1.

22.1.8 “Contractual Currency” shall have the meaning assigned in Section 13.1.

22.1.9 “Customer” shall mean any person that is a customer of Borrower under Rule 15c3-3 under the Exchange Act or any comparable regulation of the Secretary of the Treasury under Section 15C of the Exchange Act (to the extent that Borrower is subject to such Rule or comparable regulation).

22.1.10 “Cutoff Time” shall mean a time on a Business Day by which a transfer of cash, Virtual Assets or other property must be made by Borrower or Lender to the other, as shall be agreed by Borrower and Lender or otherwise orally or in writing or, in the absence of any such agreement, as shall be determined in accordance with market practice.

22.1.11 “Default” shall have the meaning assigned in Section 9.

22.1.12 “Defaulting Party” shall have the meaning assigned in Section 14.

22.1.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

22.1.14 “Extension Deadline” shall mean, with respect to a letter of credit, the Cutoff Time on the Business Day preceding the day on which the letter of credit expires.

22.1.15 “Lender” shall have the meaning assigned in the preamble.

22.1.16 “Loan” shall have the meaning assigned in the preamble.

22.1.17 “Loan Fee” shall have the meaning assigned in Section 4.1.

22.1.18 “Loaned Virtual Asset” shall mean any Security transferred in a Loan hereunder until such Virtual Asset (or an identical Virtual Asset) is transferred back to Lender hereunder, except that, if any new or different Virtual Asset shall be exchanged for any Loaned Virtual Asset by recapitalization, merger, consolidation or other corporate action, such new or different Virtual Asset shall, effective upon such exchange, be deemed to become a Loaned Virtual Asset in substitution for the former Loaned Security for which such exchange is made. For purposes of return of Loaned Virtual Assets by Borrower or purchase or sale of Virtual Assets pursuant to Section 11, such term shall include Virtual Assets of the same issuer, class and quantity as the Loaned Virtual Assets, as adjusted pursuant to the preceding sentence.

22.1.19 “Nexus Vault Account” shall mean the digital asset repository account that allows account holders to deposit Loaned Virtual Assets and earn Loan Fees in the form of digital assets paid into the account.

22.1.20 “Virtual Assets” shall mean liquid digital assets traded and accepted in global commerce or as otherwise agreed by the Parties in writing prior to any Transaction.

22.1.21 “UCC” shall mean the New York Uniform Commercial Code.

Virtual Asset User Lending Terms Last Modified: 04/14/2021