Nexo Looking to Acquire Celsius Assets (Patreon)

I created a google doc w original draft - offer is open until June 20th! Could this be the "Celsius 2.0" Alex was talking about on Twitter yesterday?

sorry about typos below it did not transport well to a google doc 

https://drive.google.com/file/d/1PlxlCKn2Ro0PDAco-Fjlsi0hWU8gwgBE/view

https://docs.google.com/document/d/1izI7sqqnEbWXoRzftXNyf45KUFgTr_Ni19WlGCjCuXM/edit?usp=sharing

Nexo AG

Grafenaustrasse 15

6300 Zug

Switzerland

LETTER OF INTENT

TO PURCHASE REMAINING QUALIFYING ASSETS OF

CELSIUS NETWORK LLC AND CELSIUS LENDING LLC

Celsius Network LLC

Celsius Lending LLC

121 River Street, PH05,

Hoboken, New Jersey 07030

United States of America

An: The management of Celsius Network LLC, Celsius Lending LLC

June 13, 2022

Subject: Acquision of remaining qualifying assets with a focus, inter alia, on collateralized loan receivables

Dear Members of the Management,

This Leer of Intent (the “Leer”) sets forth the potenal interest of Nexo AG, its partners and affiliates (the “Buyer”, “Nexo”), regarding the possible acquision of certain remaining qualifying assets, mainly collateralized loan receivables secured by corresponding collateral assets, brand assets and customer database of the business (the “Business”) of Celsius Network LLC and Celsius Lending LLC (the “Seller”, “Celsius”). Buyer and Seller may be referred to herein individually as a “Party” and collecvely as the “Pares.” The Buyer is execung this Leer to enable and facilitate the ability of the Pares to negoate the execuon of a final and binding contract.

Nexo is the leading global provider of instant crypto-backed loans and a digital assets instuon whose business also spans an exchange offering, instuonal-focused trading, and custody capabilies, among others. As such, Nexo has been an independent observer of the latest developments at Celsius and is mindful of the detrimental repercussions for retail investors and the blockchain community at large. Nexo’s underlying sustainable business model has allowed it to maintain financial stability in any market circumstances and as a result, the company is in a solid liquidity and equity posion to help migate the consequences of Celsius’ distressed state. Nexo, its partners, and affiliates could readily acquire from Celsius part or all qualifying, outstanding collateralized loan receivables secured by their corresponding

pledged cryptocurrency collateral, subject to Nexo’s risk management and collateral requirements.

1. Acquision of Assets

(a) Subject to the sasfacon of the condions precedent, at the closing of the Transacon (the “Closing”), the Buyer could acquire substanally part of or all of the remaining qualifying assets (the “Acquired Assets”) of the Business, comprising mostly or fully of collateralized loan receivables secured by corresponding collateral assets, as well as brand assets and the customer database of the Seller, free and clear of all encumbrances.

(b) The purchase price to be offered for the Assets would be subject to the compleon of a successful financial and legal due diligence process, and in line with possible impairments and nominal value adjustments.

2. Proposed Definive Agreement

The Pares shall commence to negoate a definive purchase agreement (the “Definive Agreement”) relang to the Buyer's acquision of the Acquired Assets, to be draed by the Buyer's counsel in a customary form for transacons of this size and nature. The Definive Agreement would include the terms summarized in this Leer and such other representaons, warranes, condions, covenants, indemnies, and other terms that are customary for transacons of this kind and are not inconsistent with this Leer. The Pares shall also commence to negoate ancillary agreements to be draed by the Buyer's counsel.

3. Due Diligence

Upon acceptance of this Leer, the Seller will grant the Buyer and its duly authorized representaves full access to the facilies, financial, accounng, and business books and records, material contracts, legal records, key employees, advisors, and any other maers of Target as Buyer’s accountants, tax and legal counsel and other advisors deem appropriate, subject to confidenality provisions, for the purpose of allowing the Buyer to complete its due diligence.

4. Terminaon

This Leer will automacally terminate and be of no further force and effect upon the earliest of: (a) execuon of the Definive Agreement by the Pares, (b) a mutual agreement between the Pares, or (c) 4:30 am UTC on June 20, 2022. Notwithstanding anything in the previous sentence, secons 5-7 shall survive the terminaon of this Leer and the terminaon of this Leer shall not affect any rights any Party has with respect to the breach of this Leer by another Party prior to such terminaon.

5. Bid Expiraon

This offer will remain in effect unl 4:30 am UTC on June 20, 2022, unless accepted or rejected by the Seller, or withdrawn by the Buyer prior to that me.

6. Expenses

The Pares shall each pay their own transacon expenses, including the fees and expenses of any advisors and aorneys, incurred in connecon with the proposed Transacon.

7. No Binding Agreement

This Leer reflects the intenon of the Buyer, but for the avoidance of doubt, neither this Leer nor its acceptance shall give rise to any legally binding or enforceable obligaon on any Party, except with regard to Secon 4-7 of this Leer. No contract or agreement providing for any transacon involving the Business shall be deemed to exist between the Seller and Buyer and any of their affiliates unless and unl a final definive agreement has been executed and delivered.

Sincerely,

The Management of Nexo AG