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Message

From: Jason Silverstein [[email protected]]

Sent: 6/8/2017 9:13:41 PM

To: Stuart Hoegner [[email protected]]; ; John Betts

[[email protected]]

CC: 'Philip G.Potter'

[[email protected]]; 'GiancarloBitfinex'

[[email protected]];

; Michelle Weber [[email protected]]

Subject: RE: Bitfinex Pool Agreement

Thank you Stuart. Are both Bifinex and able to sign via Docusign?

From: Stuart Hoegner [mailto:[email protected]]

Sent: Thursday, June 8, 2017 4:00 PM

To: ; John Betts <[email protected]>

Cc: Jason Silverstein <[email protected]>; 'Philip G.Potter'

<[email protected]>; 'GiancarloBitfinex'

<[email protected]>;

; Michelle Weber

<[email protected]>


Bitfinex is fine with this.

BITFINEXStuart Hoegnce

General Counsel

T +1 416 545 0001

E [email protected]

W ww3yAitfinexcon1

From:

Sent: Thursday, .June 08, 2017 12:33 PM

To: John Betts

Cc: Jason Silverstein; Philip G. Potter; Giancarlo Bitfinex; Stuart Hoegner; ; ;

Michelle Weber


All,

Attached find the two agreements with revisions. Most material is reducing the IMAC from $1M to $0.

Thanks,

FOlL CONFIDENTIAL TREATMENT REQUESTED BFX-THR_NYAG0036324

FILED: NEW YORK COUNTY CLERK 07/08/2019 08:39 PM INDEX NO. 450545/2019

NYSCEF DOC. NO. 97 RECEIVED NYSCEF: 07/08/2019

From: John Betts [mailto:[email protected]: Thursday, June 08, 2017 11:02 AMTo:

Cc: Jason Silverstein <[email protected]>; Philip G. Potter <[email protected]>; Giancarlo Bitfinex

<[email protected]>; Stuart Hoegner <[email protected]>; ;

; ; Michelle Weber

<[email protected]>

Subject: Re: Bitfinex Pool Agreement

Correct - as in this instance it is just one, one-way transaction.

You can change this on demand on a per transaction basis, e.g. "Please reserve $1m for Y qualityXBT"

then

"Please settle $1m for YXBT"

after the XBT was delivered.

Best regards,JB

On Jun 8, 2017, at 10:00 AM, wrote:

All,

I am going through the agreements and making revisions. However, off the top, it is

understanding that it will not maintain a balance in the Collateral Account. Therefore, the

IMAC should be $0, as it is for Bitfinex.

ls this the shared understanding of Noble & Bitfinex'?

Thanks,

<.image002.png>

New York. NY 10011

From: Jason Silverstein [nlaij.to.;jason sijverstejn r oblegrp.com]Sent: Thursday, June 08, 2017 8:54 AMTo: 'Philip

POTTER'<[email protected]>; 'Giancarlo Bitfinex'

<[email protected]>; Stuart Hoegner

<s);[email protected];>m> ;

Cc: John Betts <johr noblegrp com>; Michelle Weber <rnjche e [email protected]>

Subject: Bitfinex Pool Agreement




All - Attached please find the draft Bitfinex Pool Agreement and Annex for your review. Please

do not hesitate to reach out with any questions.

Jason Silverstein

Noble <image001.jpg> | [email protected] | c: (201) 248-1273

This message is intended only for the addressee. Please notify sender by e mail if you are not the

intended recipient. If you are not the intended recipient, you may not copy, disclose, or distribute this

message or its contents to any other person and any such actions may be unlawful.

(Member FINRA/SIPC, MSRB Registered) does not accept time sensitive, action

oriented messages or transaction orders, including orders to purchase or sell securities, via e-mail.

reserves the right to monitor and review the content of all messages sent to or from this e-

mal a dress. Messages sent to or from this e mail address may be stored on the

mail system and archived in accordance with FINRA and SEC regulations.

This message is intended for those with an in

depth understanding of the high risk and illiquid nature of alternative assets and these assets may not be suitable f

or you. This message is not a solicitation

for an order, and there is not enough information contained in this message in which to make an

investment decision and any information contained herein should not be used as a basis for this purpose.

does not produce in

house research, make recommendations to purchase or sell specific securities, provide investment advisory service

s, or conduct a general retail business.

This message is intended only for the addressee. Please notify sender by e mail if you are not the

intended recipient. If you are not the intended recipient, you may not copy, disclose, or distribute this

message or its contents to any other person and any such actions may be unlawful.

Inc. (Member FINRA/SIPC, MSRB Registered) does

not accept time sensitive, action oriented messages or transaction orders,

including orders to purchase or sell securities, via e-mail.

reserves the right to monitor and review the content of all messages sent to or from this e-

mail address. Messages sent to or from this e mail address may be stored on the

mail system and archived in accordance with FINRA and SEC regulations.

This message is intended for those with an in

depth understanding of the high risk and illiquid nature of alternative assets and these assets may not be suit

able for you. This message is not a solicitation

for an order, and there is not enough information contained in this message in which to make an

investment decision and any information contained herein should not be used as a basis for this

purpose. does not produce in

house research, make recommendations to purchase or sell specific securities, provide investment advisory se

rvices, or conduct a general retail business.

FOIL CONFIDENTIAL TREATMENT REQUESTED BFX-THR_NYAG0036326





2NOBLENoble FX Sponsored Pool Agreement

Name of Pool: Noble Bitfinex Trade Finance Pool

Version: 1.0

Last Modified: June 7 , 2017

Sponsor: Noble Bank International

CRYPOTCURRENCY SPONSORED POOL AGREEMENT made as of June 7, 2017 (this

"Agreement"), by Noble Bank International LLC("Noble"

or, the "Sponsor") and Participants subscribing

to this agreement (each, a "Counterparty"). The Counterparties are

and BFXNA Inc. d/b/a Bitfinex.com ("Bitfinex"). Capitalized terms used and not defined

herein shall have the same meaning as set forth in the Terms of Service and Noble FX Service Agreement

(as defined below).

WHEREAS, each of the Sponsor and the Counterparty (as a Client) have entered into the Noble

Terms of Service (the "Terrns of Service") and Noble FX Service Agreement (the "Service Agreement")

with Nobie and any supplements, appendices and addendums thereto, whereby the Sponsor will utilize

Noble's electronic platform that provides Services to Counterparties that have executed spot foreign

exchange transactions (the "Services"); and

WHEREAS, the Counterparties wish to use the Service for purposes of the settlement of the US

Dollar side of cryptocurrency transactions conducted by with Bitfinex (the "Purpose").

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, and intending to be legally bound, the Sponsor, and the Counterparty

(together, the "parties") hereby agree as follows:

1. The Parties agree that each Counterparty's Noble FX Service Agreement shall apply to and be

used for the Purpose, mutatis mutandis.

2. Pool Name

The Pool Name is Noble Bitfinex Trade Finance Pool (the "Sponsored Pool").

3. Amendments

Sponsor reserves the right to make changes or modifications to this Agreement, from time to time, in its

sole discretion. If Sponsor makes changes to this Agreement, Sponsor shall provide Counterparty with 5

businessdays'

prior notice of such changes by providing the amended Agreement to the Counterparty.

Such changes will become effective and binding on Counterparty at the completion of such period. An

amendment may be made effective immediately if Noble has a good-faith belief that the amendment is

Version2.0 04/28/2017




required in order to comply with the requirements of applicable laws and regulations, or in the event of

unforeseen or emergency circumstances. If Counterparty does not agree to the Agreement, it must

discontinue its participation in the Sponsored Pool.

4. Pool Eligibility

The Sponsor will not admit new counterparties to the Sponsored Pool absent the prior written consent

of and Bitfinex.

Any new Counterparties will sign the annex attached hereto accepting the Sponsored Pool terms prior

to joining the Sponsored Pool.

The Sponsor may remove a Counterparty from the Sponsored Pool at any time for the next value date

session. In order to remove a Counterparty from the Sponsored Pool, the Sponsor must notify the

Counterparty electronically.

5. Pool Terms for Transactions

Where purchases cryptocurrency from Bitfinex, is the "BuyingParty"

and Bitfinex is the

"Selling Party".

Where sells cryptocurrency to Bitfinex, Bitfinex is the "BuyingParty"

and is the "Selling

Party".

6. Settlement-Trade Finance Workflow

All settlements will be executed on a bilateral basis between the Counterparties of the Pool.

Settlernents of the cash side of the transactions will be made in United States Dollars ("USD") and will

occur via the Noble Service. Settlement of cryptocurrency side of the transactions will occur via the

standard Bitfinex processes.

6.1 Trade Finance Workflow (TBD)

Counterparties will establish sufficient Collateral in their Sponsored Pool Collateral Account to cover

their potential obligations for each bi-lateral Settlement Obligation performed under this agreement.

Counterparties will agree, on a bilateral basis, the amount of Collateral required by each Counterparty

to cover Settlement (if Buying Party) and Settlement Default (if Selling Party). The initial minimum

amount of Collateral (the "IMAC") to be posted by each Counterparty shall be agreed by the

Counterparties and communicated to Noble. The IMAC may be changed by the Counterparties at any

time, upon joint written agreement and notice to Noble.

Such Collateral may be used only to satisfy the relevant Counterparty's obligations hereunder (including

to pay Noble's fees). Noble shall provide each Counterparty with real-time view-only access to the other

Counterparty's Collateral balance. Absent the prior written consent of the non-withdrawing

Counterparty, neither Counterparty may withdraw Collateral without Noble having given the other

Counterparty at least one businessdays'

prior written notice of the amount of Collateral requested to

be withdrawn.

Even once a withdrawal notice has been given, Noble will reserve Collateral from the Buying Party in

favor of the Selling Party that will be held until the Settlement Obligations have been paid, or agreed in

2

Vowm 3O Od13Ri2017




writing to be released by both parties, including for any transaction notified to Noble by the Selling Party

that has not been confirmed by the Buying Party.

Once both Counterparties have provided evidence of external settlement of the cryptocurrency side of

the transaction to Noble, both Counterparties have agreed to this evidence, and the evidence has been

deemed acceptable by Noble (the foregoing being the "Confirmed External Settlement"), Noble will

transfer the Collateral from the Buying Party to the Selling Party. Evidence can include a settlement

confirmation or invoice. It is Noble's practice to transfer Collateral for same-day settlement so long as

the underlying transaction is confirmed by 5:00 p.m. Eastern time.

For long sales of cryptocurrencies, the external settlement shall be deemed to occur upon the

blockchain having been updated to reflect the transfer of the cryptocurrency in question. For short

sales of cryptocurrencies, the external settlement shall be deemed to occur upon delivery by the selling

party of the cryptocurrency to cover the short sale or short sales and the blockchain having been

updated to reflect the transfer of such cryptocurrency.

In the event of the Selling Party failing to deliver the externally settled transaction, the Buying Party will

be entitled to the Fail To Deliver Value. The Fail To Deliver Value shall be the termination and

replacement value (that is, the cost of actually covering the failure to deliver in the market) as agreed by

the Counterparties.

6.2 First Funding Requirements

Collateral in the Counterparty's Collateral Account entitled for the Sponsored Pool will be the source of

funding for the Settlement Obligation. If the Counterparty's Collateral Account entitled for the

Sponsored Pool does not fully satisfy the Settlement Obligation, the Counterparty will be in an Event of

Default.

6.2.1 Third Party FundingIn the case of a credit arrangement with a Third Party, the letter of credit or Loan designated by the

Third Party to the Counterparty's Collateral Account will be an additional source of funds to satisfy the

remaining Settlement Obligation, per the credit terms established between the Third Party and

Counterparty.

6.2.2 Event of Default Charges

Counterparty will be charged interest for the duration of the Assets owed to Counterparty until 9:30 AMEST the following day. After 9:30 AM EST, additional fees will incur until 9:30 AM EST on the second day.

If the Settlement Obligation is still not satisfied, the Counterparty will be considered in default, and

Counterparty will separately address the default without the involvement of Noble. Any remainingCollateral in a Collateral Account will be held by Noble until the Settlement Obligation is satisfied.

Once the Settlement Obligation is satisfied, both parties will confirm to Noble that the debt has been

paid in full and Noble will adjust the designated Collateral Account of the Counterparty and the

Counterparty Account of the Counterparty to reflect that the Settlement Obligation has been satisfied.

63 Use of Assets

As indicated above, Assets held in the Counterparty's Collateral Account entitled for the Sponsored Pool

may be used only in connection with Transactions that are included in the Sponsored Pool. For all

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Vermm20 04/2R/20t7

. .




Confirmed External Settlements during the same trading day, the cash payment obligations of one

Counterparty to the other Counterparty and vice versa shall be netted against each other and only the

net cash settlement amount in favor of one Counterparty or the other shall be moved. Assets in excess

of the IMAC may be used for purposes of securing or settling Transactions outside of the Sponsored Pool

if there is excess Collateral available in a Counterparty's Collateral Account entitled for the Sponsored

Pool. The Counterparties may agree to amend the IMAC in writing from time to time.

7. Risk Management

7.1 Settlement Default

Counterparties must maintain sufficient Collateral in their respective Sponsored Pool Accounts to cover

transactions performed under this agreement.

7.2 Currency Pairs

[INTENTIONALLY DELETED]

7.3 Sponsored Pool Account Requir=ents

[INTENTIONALLY DELETED]

7.4 Risk Management Alerts

In addition to providing each Counterparty with real-time view-only access to the other Counterparty's

Collateral, the Sponsor and the Counterparties will be notified electronically when risk management

events occur. Risk Managernent Events include, but are not limited to, the ratio of Settlement

Obligations to Collateral increasing above a specified threshold, to be determined by Sponsor and

Counterparties from time to time. The Sponsor and the Counterparties can request electronically Alert

thresholds to be communicated electronically.

The Counterparties will have the opportunity to increase their Collateral in the Sponsored Pool Account

intra-day if risk management levels are, or are anticipated to be, exceeded. The Counterparty mayincrease the amount of available Collateral, which would allow the resumption of normal transaction

reporting. The Counterparty may also enter into risk-reducing transactions to release Collateral, which

would also allow resumption of normal transaction reporting.

7.5 Defaults

The Sponsor and Counterparty are solely responsible for any determination regarding the occurrence of

an Event of Default and any resulting termination and close-out of transactions on the Noble System.

Noble will determine the amount of the Settlement Obligations owed by or owed to the Sponsor

(regardless of whether the Sponsor is the defaulting or non-defaulting party) with respect to each

Counterparty. Aside from the determination of the Settlernent Obligation and Transfers of Collateral,Noble will not be involved in the substantive resolution of an Event of Default.

In the event of any conflict between the Service Agreement and any executed agreement between the

Sponsor and the Counterparty governing the actions to be taken upon the occurrence of an Event of

Default, the Service Agreement shall control and govern.

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Vcimon20 04/2R/2017




8. Complaints, Disputes or Appeals

8.1 Noble Contact Details

All complaints and disputes should be directed to the Head of Transaction Operations at

+1-877-373-4402 or [email protected].

All complaints, disputes or appeals will be resolved by Noble within 24 hours and wilt be treated as final,

subject to either Counterparty's right thereafter to resolve the dispute in a court of competent

jurisdiction.

9. Choice of Law and Jurisdiction

This Agreement is governed by and shall be interpreted in accordance with the laws of the

Commonwealth of Puerto Rico, notwithstanding any Puerto Rico or other choice-of-law rule to the

contrary. But, for the convenience of the parties, any and all disputes hereunder shall be resolved

exclusively in state or federal courts within the State of New York in the Borough of Manhattan and the

parties hereby accept the existence of personal jurisdiction over them in such jurisdiction and agree not

to assert that any such court in the Borough of Manhattan is an inconvenient forum.

10. Entire Agreement

This Agreement constitutes the entire agreement and understanding of the parties. Each of the parties

acknowledges and agrees that in entering into this Agreement it does not rely on any pre-contractual

representation and/or statement whether in writing or in words.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be

an original, but all such separate counterparts shall together constitute one and the same instrument.

11. NOTICES.

11.1 Any notices to be given to Noble, will be sent to [email protected]. Copies of

notices may also be sent to Noble at: 270 Luis Munoz Rivera

11.2 Any notices to be given to will be sent t - a}.

Copies of notices may also be sent to at:

Not H ght

Formatted: Superscript, Not Highlight11.3 Any notices to be given to Bitfinex, will be sent to [email protected]. Copies of

Formatted: Not Highlightnotices may also be sent to Bitfinex at:

13/F, 1308 Bank of America Tower, 12 Harcourt Road, Central, Hong Kong

5

Version2.0 04/28/2017




Any written notice must be sent via email if a valid email address has been provided for

notices (any party may update its email and physical address for notices via the provision of

written notice). Any such notice will be treated as given on receipt if properly addressed and

no automated notice of non-delivery is received within one hours.

12. Conflict

To the extent that any provision of this Agreement conflicts or is inconsistent with the terms of the

Service Agreement or the Terms of Service, this Agreement shall control and govern.

[Signature pages follow]

6

Vemon2O 04/28/?.017




IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the date first written

above.

SIGNED by

Pool Authorization

By NOBLE BANK INTERNATIONAL LLC:

By:

Authorized Signer: John Betts

Title: Chief Executive officer

Venuon20 Mi2ni2017




IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the date first writtenabove.

SIGNED by

By:

Name of Authorized Signer:

Title:

BFXNA INC.

Name of Authorized Signer:

Title:

Vemon2G Mi2ni2017




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