| Exhibit 10.33 |
Deposit Control Account Agreement
Deposit Control Account Agreement dated as of 03/28/, 2022 ("Deposit Control Account Agreement") among GRIID Infrastructure LLC ("Depositor"), Customers Bank ("Depository Institution"), and Blockchain Access UK Limited, as agent (“Agent”).
Preliminary Statements. Pursuant to the terms and conditions of that certain Third Amended and Restated Credit Agreement, dated as of November 19, 2021 (the “Credit Agreement”), among GRIID Infrastructure LLC, a Delaware limited liability company, Holdings (as defined therein), each of the Lenders (as defined therein), the Agent and the other parties thereto, and that certain Amended And Restated Guaranty and Security Agreement, by and among the Grantors (as defined therein) and the Agent, dated as of November 19, 2021, (the “Security Agreement” and collectively with the Credit Agreement, the “Loan Documents”), Depositor granted to Agent for the benefit of the lenders under the Credit Agreement (“Lenders”) a security interest in and lien upon, among other things, all of Depositor's right title and interest in and to the Deposit Account (as defined below) and all funds and other property from time to time held therein or credited thereto, and all right to receive funds from the Deposit Account, and all instruments or certificates, if any, from time to time representing or evidencing the Deposit Account (collectively, the "Collateral"). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Loan Documents.
Depositor, Agent and Depository Institution are entering into this Deposit Control Account Agreement to perfect the above-mentioned security interest in the Collateral.
Depositor irrevocably authorizes and directs Depository Institution, and Depository Institution agrees, to comply with any written instructions given by Agent and received by Depository Institution, without further notice to, or consent from, Depositor, at any time, including in connection with the delivery to Depository Institution of a notice in substantially the form set forth in Exhibit A hereto ("Notice to Transfer Funds to Agent”). Agent agrees that a Notice to Transfer Funds to Agent shall be given only after an Event of Default and all applicable cure periods have expired (as defined in the Loan Documents).
Prior to the date on which a Notice to Transfer Funds to Agent is received by Depository Institution from Agent, Agent directs Depository Institution to make transfers from the Deposit Account in accordance with the directions Depository Institution receives from Depositor.
Upon receipt by the Depository Institution of a Notice to Transfer Funds to Agent:
Except as otherwise provided in “Waiver of Lien and Set-Off” (Section 7), Depository Institution will not advance any credit secured by any of the Collateral, directly or indirectly, to Depositor.
All reasonable charges, fees and out-of-pocket expenses of Depository Institution incurred in connection with the performance of its duties hereunder and the maintenance and operation of the Deposit Account shall be for the account of Depositor, and Agent shall not be responsible or liable therefore.
Depositor hereby agrees to indemnify and hold harmless Depository Institution against any claims, liabilities, expenses or losses in any way arising out of or related to this Deposit Control Account Agreement (including reasonable attorneys' fees and out-of-pocket disbursements), except to the extent that the claims, liabilities, expenses or losses are caused by the gross negligence or willful misconduct of the Depository Institution. The provisions of this Section shall survive the termination of this Deposit Control Account Agreement.
alec@griid.com);
Signatures |
| Address for Notices | |
Depositor | “Depositor” Name | GRIID Infrastructure LLC | c/o GRIID Infrastructure LLC 2577 Duck Creek Road Cincinnati, OH 45212 |
Signer Name | James D. Kelly III | ||
Title | Chief Executive Officer | ||
Signature |
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Agent | “Agent” Name | Blockchain Access UK Limited | 1450 Brickell Ave, Suite 2780, Miami, FL 33131 |
Signer Name | Macrina Kgil | ||
Title | Chief Financial Officer | ||
Signature | |||
Depository Institution | “Depository Institution” Name | Customers Bank | 99 Bridge St. Attn: Commercial Operations Phoenixville, PA 19460 |
Signer Name | Oleg Karaman | ||
Title | Senior Client Manager | ||
Signature |
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