Exhibit 10.1

MASTER LOAN AGREEMENT

This Master Loan Agreement (this “Master Agreement”) is made as of October 6, 2025 by and between:

 

2.	Naka SPV 2, LLC, a Delaware limited liability company, whose principal place of business is located at 5097 South 900 East, Suite 100, Salt Lake City, Utah 84117 (“Borrower”).

Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS

“Additional Collateral Level” means, with respect to a Loan, the percentage specified as such in the relevant Loan Confirmation, if applicable.

“Affected Assets” has the meaning set forth in Section ‎5.2.

“Airdrop” means a distribution of a new token or digital currency resulting from the ownership of a preexisting token.

“Applicable Airdrop” is an Airdrop for which the distribution of new tokens or digital currency can, as determined by Lender, 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.

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

“Bankruptcy Event” means Borrower (1) is dissolved; (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 calendar days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation; (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 calendar days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (l) to (7) above (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

“Borrower” has the meaning set forth in the preamble.

“Borrower Custodian Account” shall mean the account of Borrower at Custodian specified as such in the Loan Confirmation.

“Business Day” means a day on which banks are generally open for business in New York City and Singapore and excluding any Saturday or Sunday.

“Business Hours” means between the hours of 10:00 to 18:00 (GMT+8) on a Business Day.

“Close of Business” means 18:00 (GMT+8).

“Confidential Information” has the meaning set forth in Section ‎13.1.

“Current Collateral Level” means, at any time on any Business Day with respect to a Loan, an amount, expressed as a percentage, equal to: (i) the Market Value of Loaned Assets as of such time, divided by (ii) the Value of the Posted Collateral.

“Custodian” means Anchorage Digital Bank, N.A.

“Default Notice” has the meaning set forth in Section ‎8.1.

“Digital Currency” means a digital representation of value that may function as a medium of exchange or medium for investment, including Bitcoin (BTC), Tether (USDT), USDC, Ether (ETH) or any other digital currency as agreed between the Parties, and which is evidenced on, and can be electronically received and stored using distributed ledger technology.

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

“Disclosing Party” has the meaning set forth in Section ‎13.1.

“Early Termination Fee” means, with respect to a Loan, the amount specified as such in the Loan Confirmation.

“Eligible Collateral” means, with respect to a Loan, the types of Digital Currency or other property specified as such in the Loan Confirmation.

“Event of Default” has the meaning set forth in Section ‎7.

“FDICIA” has the meaning set forth in Section ‎6.12.

“Fees” means each of the Loan Fee, Origination Fee, Late Fee, and any other fee that the Parties may agree upon in writing.

“Hard Fork” means (i) that the source code of a Digital Currency network as a whole has been changed in a way that makes it incompatible with the unchanged version of the Digital Currency network, (ii) a material population of miners, validators, and/or node operators of the Digital Currency network accept the changes while the remainder do not, and (iii) that the two resulting Digital Currency networks have not been merged together in a timely manner, resulting in divergent blockchains for each.

“Hard Fork Acceleration Amount” has the meaning set forth in Section ‎5.1.

“Hard Fork Acceleration Date” has the meaning set forth in Section ‎5.1.

“Initial Collateral Level” means, with respect to a Loan and as of the Loan Effective Date, the percentage specified as such in the relevant Loan Confirmation, if applicable.

“Interest” means an amount equal to the outstanding Loaned Assets multiplied by the Interest Rate, calculated on a principal balance with the interest rate equaling the Interest Rate for the relevant Loan (divided by 360), and the principal balance equaling the average Market Value of the Loaned Assets during the period that any Loan is outstanding, accruing from (and including) the date on which the Loaned Assets are transferred to Borrower for the relevant Loan, to (but excluding) the date on which such Loaned Assets are returned to Lender.

“Interest Rate” means, with respect to a Loan, the percentage specified as such in the relevant Loan Confirmation, if applicable.

“Late Fee” has the meaning set forth in Section ‎3.3.

“Late Fee Rate” means 7% per annum (or such other amount as agreed to be the Parties in the Loan Confirmation or otherwise in writing).

“Lender” has the meaning set forth in the preamble.

“Lender Termination Day” has the meaning set forth in Section ‎2.4.

“Lending Request” has the meaning set forth in Section ‎2.1.

“Liquidation Event” means, with respect to a Loan, at any time, the Current Collateral Level of a Loan exceeding the Liquidation Level.

“Liquidation Level” means, with respect to a Loan, the percentage specified as such in the relevant Loan Confirmation, if applicable.

“Loan” means a loan made pursuant to and in accordance with this Master Agreement and the applicable Loan Confirmation.

“Loan Balance” means, with respect to a Loan, the sum of all outstanding amounts of Loaned Assets, Fees, and New Tokens.

“Loan Confirmation” means the agreement among the Parties on the particular terms of a Loan, which shall be substantially in the form set forth in Exhibit B or any other form approved by Lender (either expressly or impliedly).

“Loan Documents” means this Master Agreement, all Loan Confirmations entered into between the Parties, and any other document designated as a Loan Document by the Parties.

“Loan Effective Date” means, with respect to a Loan, the date specified as such in the relevant Loan Confirmation.

“Loan Fee” has the meaning set forth in Section ‎3.1.

“Loaned Assets” means any amount of Digital Currency or any other property agreed between the Parties from time to time transferred in a Loan until an identical amount of Digital Currency or other property (or equivalent value, as agreed to the Parties pursuant to the terms herein) is transferred back to Lender.

“Margin Call” has the meaning set forth in Section ‎4.2.

“Market Value” means the value, in USDT, of any Digital Currency or other property, as determined as of any time by reference to (i) the CME Bitcoin Reference Rate – New York Variant (BRRNY) in the case of Bitcoin (BTC), and as determined by reference to the applicable CME CF Cryptocurrency Benchmark in the case of any other Digital Currency, or (ii) if the foregoing reference rate(s) cease to be available or as otherwise agreed between Lender and Borrower, obtained from a generally recognized source determined by the Lender in its reasonable discretion and in consultation with the Borrower, unless otherwise specified in the relevant Loan Confirmation. The Market Value of one unit of any USD or USDC shall be deemed to be equal to the same amount in the form of USDT, at a ratio of 1:1; provided that Lender may determine the Market Value of USDT or USDC if, in its reasonable discretion, the price of USDT or USDC obtained from generally recognized sources does not reflect a 1:1 valuation ratio with USD (e.g., as a result of a depegging event).

“Master Agreement” has the meaning set forth in the preamble.

“Maturity Date” means the date specified as such in the Loan Confirmation.

“New Tokens” has the meaning set forth in Section ‎5.3.

“Optional Extension Period” has the meaning set forth in Section ‎2.6.

“Origination Fee” has the meaning set forth in Section ‎3.2.

“Overdue Amount” has the meaning set forth in Section ‎3.3.

“Party” or “Parties” has the meaning set forth in the preamble.

“Posted Collateral” means Eligible Collateral transferred to the Digital Currency Address and not returned.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Prepayment Amount” has the meaning set forth in Section ‎2.3.2.

“Prepayment Date” has the meaning set forth in Section ‎2.3.2.

“Prepayment Notice” has the meaning set forth in Section ‎2.3.2.

“Professional Fees” has the meaning set forth in Section ‎3.6.

“Receiving Party” has the meaning set forth in Section ‎13.1.

“Regulatory Early Termination Date” has the meaning set forth in Section ‎2.4.

“Repayment Date” has the meaning set forth in Section 3.5.

“Representatives” has the meaning set forth in Section ‎13.1.

“Retained Confidential Information” has the meaning set forth in Section ‎13.5.

“Risk Control Contacts” has the meaning set forth in Section ‎14.3.

“Secured Obligations” has the meaning set forth in Section ‎4.4.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any governmental authority, including any interest, additions to tax or penalties applicable thereto.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which are required to be applied in connection with the issue of perfection of security interests.

“Valuation Percentage” means, with respect to a Loan and a particular type of Digital Currency or other property, the percentage specified as such in the applicable Loan Confirmation.

“Value” means the Market Value of any Digital Currency or other property multiplied by the applicable Valuation Percentage, if any.

“Written Notice” has the meaning set forth in Section ‎14.1.

A Loan may be entered into upon the request of Borrower via an Authorized Agent (a “Lending Request”) and acceptance by Lender. Upon agreeing to enter into a Loan hereunder, the Parties shall execute a Loan Confirmation.

In the event of any inconsistency among this Master Agreement, the applicable Loan Confirmation, or a different Loan Document, the following will prevail for purposes of the applicable Loan in the order of precedence indicated: (i) the Loan Confirmation; (ii) this Master Agreement; and (iii) such other Loan Document.

On the Loan Effective Date, Borrower shall transfer Eligible Collateral to the Digital Currency Address in an amount sufficient to cause the Collateral Level to be no greater than the Initial Collateral Level once the Loaned Assets are transferred. Following such transfer (or such other time as agreed to by the Parties), Lender shall promptly transfer to Borrower Custodian Account the Loaned Assets specified in the Loan Confirmation.

Unless otherwise specified in the applicable Loan Confirmation, Borrower shall repay the entirety of the outstanding Loan Balance to Lender by Close of Business on the Maturity Date or as otherwise specified herein.

Unless otherwise specified in the applicable Loan Confirmation, Borrower shall repay the Loan Balance in the same quantity of Digital Currency, fiat currency, or other property in which each component of the Loan Balance is denominated.

Lender shall, at any time, have the sole and absolute discretion to determine whether to accept, in satisfaction of any component of the Loan Balance (or portion thereof), Digital Currency, fiat currency, or other property that is different than the Digital Currency, fiat currency, or other property for which such component of the Loan Balance is denominated. In such a circumstance, unless otherwise agreed to by the Parties in writing, such Digital Currency, fiat currency, or other property must have a Market Value no less than the Market Value of the Digital Currency, fiat currency, or other property in which the relevant component (or portion thereof) of the Loan Balance was denominated.

Borrower may not prepay any Loan prior to the Maturity Date except in connection with replacement financing entered into with Lender or its Affiliates or as otherwise consented to by Lender. For the avoidance of doubt, Borrower shall be permitted to prepay in whole or in part any Loan without premium or penalty during the Optional Extension Period pursuant to the notice requirements and other terms set forth in this Section 2.3.2.

Prior to repaying, in whole or in part, any Loan prior to the specified Maturity Date therefor, Borrower shall give Lender an irrevocable Written Notice notifying Lender of Borrower’s intent to make such repayment (a “Prepayment Notice”). Such Written Notice must specify the amount of Loaned Assets Borrower intends to return or repay (the “Prepayment Amount”) and the date on which Borrower intends to return or repay such amount (the “Prepayment Date”), which date must, except as otherwise agreed by Lender, be at least 5 calendar days following the date of the Prepayment Notice.

If Lender determines that any or all of the Loaned Assets or Loans have or will become, in Lender’s sole and absolute discretion, at risk of being (i) considered a security, swap or derivative by any regulatory or self-regulatory authority, whether governmental, industrial, or otherwise, or by any court of law or dispute resolution organization, arbitrator, or mediator, (ii) subject to regulation materially affecting this Master Agreement, any Loan, or Lender’s business, or (iii) violative of applicable law, then Lender may by Written Notice to Borrower designate a date, which date must, except as otherwise agreed by the Parties, be at least 5 Business Days following the date of such Written Notice (such date, the “Regulatory Early Termination Date”), on which the Loan will terminate. Borrower shall repay any and all of its outstanding obligations in relation to such Loan on the Regulatory Early Termination Date.

Prior to the later of the Business Day following the Maturity Date and the date any Secured Obligation remains outstanding, Borrower shall not, directly or indirectly, issue or permit the issuance of any notes, bonds or other debt instruments that are convertible into or exchangeable for equity securities of the Borrower or any of its affiliates without the prior written consent of Lender.

At any time after the Effective Date and before 5 Business Days prior to the Maturity Date, Borrower shall have a one-time option to extend the term of the Loan for an additional 30 days on the same terms and conditions as the Loan extended on the Effective Date (the “Optional Extension Period”).

The “Loan Fee,” payable by Borrower to Lender, shall comprise:

For certain Loans, Lender may charge Borrower a fee (the “Origination Fee”). If an Origination Fee applies to a Loan, the Loan Confirmation shall set forth the amount of the Origination Fee and the type of asset in which such Origination Fee shall be paid. The Origination Fee shall be due and owing immediately upon the Loan Effective Date.

In the event Borrower fails to pay or deliver any amount hereunder on the due date therefor (the “Overdue Amount”), it shall be liable to Lender for a late fee (the “Late Fee”), which amount shall be equal to the then current Interest Rate plus the Late Fee Rate on such Overdue Amounts.

The imposition of a Late Fee does not constitute a waiver of Lender’s right to declare an Event of Default or otherwise exercise its remedies hereunder or under applicable law. A Late Fee shall be due and owing immediately upon its accrual.

Unless otherwise agreed in the Loan Confirmation, all Fees payable hereunder shall be paid by Borrower upon the date provided herein; provided that in the event a Fee (other than any Late Fee) would be due and owing on a date following the Maturity Date, Prepayment Date, or Regulatory Early Termination Date (the “Repayment Date”), the Fee shall be due and owing on the Repayment Date. An invoice for Fees shall be sent out by Lender in its sole discretion.

Fees shall be payable in USDT (or such other type of asset as agreed to by the Parties in the Loan Confirmation or otherwise in writing) by transfer to Lender’s Digital Currency Address.

All transfer Taxes or third-party fees payable with respect to the transfer, repayment, and/or return of any Loaned Assets, Fees, or Posted Collateral hereunder shall be paid by Borrower.

Lender agrees to deliver to Borrower a complete and valid applicable IRS Form W-8 on or prior to the date hereof. Provided that Lender shall have so delivered to Borrower such IRS Form W-8, Borrower acknowledges and agrees that, absent a relevant change in law or known fact, the Borrower shall not be required by applicable law to withhold U.S. federal income Taxes in respect of any actual or deemed payment or transfer made to Lender hereunder. If, notwithstanding the foregoing, any applicable law requires the deduction or withholding of any Tax from or with respect to any such payment or transfer by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law, and the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section), Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made. This Master Agreement shall be construed so that each Loan is at all times maintained in “registered form” within the meaning of Sections 163(f) and 881(c)(2) of the Internal Revenue Code of 1986, as amended.

Documented fees and expenses of advisors and counsel to the Lender (“Professional Fees”) shall be netted from the Loan Assets funded on the Effective Date, provided that documented fees and expenses of advisors and counsel shall not exceed USD 500,000.

In the event that Borrower triggers the Optional Extension, Borrower shall pay any unpaid Professional Fees in an amount not to exceed USD 500,000. Such payment shall be due no later than the original Maturity Date.

All Professional Fees shall be, if so instructed by Lender, paid directly to the relevant advisors and counsel in USD.

On the Loan Effective Date, the Borrower shall transfer to the Digital Currency Address Eligible Collateral having a Value necessary to cause the Current Collateral Level to be no greater than the Initial Collateral Level once the Loaned Assets are transferred. Lender is under no obligation to transfer the Loaned Assets to Borrower until Borrower transfers Eligible Collateral sufficient to satisfy such Initial Collateral Level.

If, on any calendar day, the Current Collateral Level of the Loan is at or above the Additional Collateral Level, Lender may send Borrower a Written Notice (a “Margin Call”) requesting Borrower to transfer additional Eligible Collateral to restore the Current Collateral Level (after taking into account the Eligible Collateral transferred) to at least equal to or lower than the Initial Collateral Level. Borrower shall transfer to the Digital Currency Address Eligible Collateral having a Value no less than the amount specified in the Margin Call within six hours of the delivery of the Margin Call; provided that should the notice of Margin Call be delivered between 6:00 PM (NYC Time) and 9:00 AM (NYC Time) the Borrower shall have three hours following 9:00 AM (NYC Time) to satisfy the Margin Call requirements.

Lender shall have the right to sell, pledge, rehypothecate, assign, invest, commingle, otherwise dispose of, or otherwise use in its business any Posted Collateral, free from any claim or right of any nature whatsoever of Borrower, subject only to Lender’s obligation to return the Posted Collateral to Borrower in accordance with the terms specified herein.

All Posted Collateral shall be security for the payment and performance in full when due (whether at stated maturity, by acceleration, or otherwise) of all obligations of Borrower to Lender hereunder, fixed or contingent, matured or unmatured, or now existing or hereafter arising (the “Secured Obligations”). Borrower hereby pledges, collaterally assigns to, and grants Lender a continuing first priority security interest in, and a lien upon, the Posted Collateral to secure the prompt and complete payment and performance when due of all Secured Obligations. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC.

Borrower agrees that at any time and from time to time, upon written request from Lender and at the expense of Borrower, it will promptly execute and deliver all instruments and documents, and take all further action, that may be necessary, in order to perfect and protect the security interest set forth herein or to enable Lender to exercise or enforce its rights and remedies hereunder (including, without limitation, the filing of any UCC financing statements, whether initial filings, amendments, or continuations deemed necessary or appropriate by Lender).

Without at least ten (10) calendar days’ prior written notice to Lender, Borrower shall not change its name, type of organization, jurisdiction of organization, or place of business, or if it has more than one place of business, its chief place of business and chief executive office, each as set forth in the preamble hereto, or otherwise change its form. Borrower represents and warrants that Borrower’s name, type of organization, jurisdiction of organization, and place of business, or if it has more than one place of business, its chief place of business and chief executive office, are such as are set forth in the preamble hereto.

If Lender determines that there is a reasonable likelihood of a Hard Fork or Airdrop affecting any Loaned Assets or if any such event occurs, Lender may decide, regardless of Loan type, either (i) to demand that Borrower return to Lender a portion or the entirety of the affected Loaned Assets (the “Hard Fork Acceleration Amount”) without any penalties on a date preceding the anticipated date of the Hard Fork or Airdrop (the “Hard Fork Acceleration Date”) or (ii) to manage the Hard Fork or Airdrop on behalf of Borrower. If Lender decides to demand that Borrower return a Hard Fork Acceleration Amount, on the Hard Fork Acceleration Date, Borrower shall transfer to Lender the Hard Fork Acceleration Amount and any other obligations of Borrower specified by Lender by the Close of Business on such date.

If Lender manages the Hard Fork or Airdrop on behalf of Borrower, Borrower shall return the affected Loaned Assets (the “Affected Assets”) to Lender by the Close of Business two (2) Business Days prior to the scheduled Hard Fork or Airdrop. Lender shall not be obligated to return any Posted Collateral to Borrower during the period in which Lender manages the Affected Assets on behalf of Borrower. Following the Hard Fork or Airdrop, Lender shall transfer to Borrower the Affected Assets but not any New Tokens. For any whole calendar days in which Lender manages the Affected Assets pursuant to this subsection, the Interest with respect to the Affected Assets shall not accrue.

Except to the extent otherwise received by virtue of Lender’s actions in accordance with Section ‎5.1, 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, in Lender’s reasonable discretion, are met:

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 blockchain.info (or, if blockchain.info does not provide the required information or Lender reasonably determines such information is not accurate or reliable, bitinfocharts.com, and if neither provides the required information or Lender reasonably determines such information is not accurate or reliable, such other data source reasonably determined by Lender) and the source for the hash power of the New Token will be bitinfocharts.com (or, if bitinfocharts.com does not provide the required information or Lender reasonably determines such information is not accurate or reliable, such other data source reasonably determined by Lender).

If the Hard Fork or Applicable Airdrop meets the criteria above for New Tokens, Borrower shall transfer the New Tokens to Lender by the earlier of (i) 60 calendar days from the Hard Fork or Applicable Airdrop, and (ii) the Maturity Date. If transferring New Tokens to Lender is commercially impractical, upon Lender’s written agreement with Borrower, Borrower can reimburse Lender for the value of the New Tokens by 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. Alternatively, subject to Lender’s written agreement, the Parties may agree to other methods of making Lender whole for Borrower’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 and third party fees.

Lender’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 Master Agreement.

Any incremental tokens generated as a result of a Hard Fork or an Airdrop that do not constitute New Tokens shall be deemed to become property of Borrower and shall not constitute Loaned Assets.

Lender may in its discretion determine how to address any Hard Fork or Airdrop in respect of Posted Collateral.

The Parties to this Master Agreement, in addition to any representations, warranties, or covenants provided in the Loan Documents or otherwise provided in writing, hereby make the following representations and warranties to each other as of the Effective Date, each day that Loan Assets or Posted Collateral are transferred pursuant to this Master Agreement and, if applicable, upon the commencement of the Optional Extension Period:

Each of the following events or circumstances shall constitute an event of default (each, an “Event of Default”):

No delay or omission by 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 Lender stated herein are cumulative and in addition to all other rights provided by law, in equity.

Section 23 shall survive the termination of the relevant Loan, return of Loaned Assets or Posted Collateral, and termination of this Master Agreement for a period of two years. For the avoidance of doubt, if any claim is brought or asserted before the end of such two year period, Section 23 shall apply to such claim regardless of when such claim is ultimately resolved.

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

If this Master Agreement or the Loan Confirmation requires notice to be delivered during Business Hours, any notice effective outside of Business Hours shall be deemed given and effective at 10am (GMT +8) on the first following Business Day.

IN WITNESS WHEREOF, the parties have caused this Master Agreement to be executed and delivered as of the date first above written.

EXHIBIT A

Authorized Agents.

The following are authorized to deliver the Written Notice or Lending Requests on behalf of Borrower and shall be deemed as the “Authorized Agent(s)” of Borrower:

Borrower may change its Authorized Agents by notice given Lender as provided herein. Such notice of change of the Authorized Agents, in substantially the form attached hereto as Exhibit C, shall be executed by the authorized signatory of Borrower.

EXHIBIT B

Loan Confirmation

This document constitutes a “Loan Confirmation” referred to in the Master Loan Agreement (“Master Agreement”) between [Antalpha Digital Pte. Ltd.] (“Lender”) and Naka SPV 2, LLC (“Borrower”) and supplements the Master Agreement with the following specific terms in relation to a Loan dated the Loan Effective Date. In the event of any inconsistency among this Master Agreement, the applicable Loan Confirmation, or a different Loan Document, the following will prevail for purposes of the applicable Loan in the order of precedence indicated: (i) the Loan Confirmation; (ii) this Master Agreement; and (iii) such other Loan Document. For the purpose of this document, all dates shall be written in the format MM/DD/YYYY (month/day/year).

(If applicable:

This document supersedes the Loan Confirmations executed by Lender and Borrower, identified by the Unique Reference Code: [●], which shall terminate on the Loan Effective Date of this document.)

EXHIBIT C

Notice of Change of the Authorized Agents

Date: ____________

Submit to: Antalpha Digital Pte. Ltd.

This notice of change of the Authorized Agents (this “Notice”) amends Exhibit A of the Master Loan Agreement by and between [Antalpha Digital Pte. Ltd.] (the “Lender”), ____________ (the “Borrower”), and ____________ (the “Pledgor”) on ________ to change the provision stating the name and email of the Authorized Agents of Borrower. The provision is amended to read as follows:

The following are authorized to use the Antalpha Platform, deliver the Lending Requests and Written Notice on behalf of Borrower and shall hereafter be referred to as the “Authorized Agents” of Borrower:

This Notice becomes effective upon actual receipt by the Addressee.

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