First Amendment to Credit Agreement - Exhibit 10.3
1751817926 25792241
FIRST AMENDMENT TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as
of August 13, 2025 (the “Amendment Effective Date”), is made by and among GEMINI
CAPRICORN ONE, LLC, a Delaware limited liability company, as borrower (the “Borrower”),
GEMINI CONSTELLATION, LLC (“Constellation”), a Delaware limited liability company
having its principal location in New York, New York, as servicer (in such capacity, the
“Servicer”), and RIPPLE LABS INC., as lender (the “Lender”). Capitalized terms used and not
otherwise defined herein shall have the respective meanings set forth in that certain Credit
Agreement, dated as of July 11, 2025, by and among the Borrower, the Servicer and the Lender
(the “Credit Agreement”).
AGREEMENT
In consideration of the terms, conditions and mutual covenants and agreements herein
contained, and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Borrower, the Servicer and the Lender mutually agree as follows:
1.Modification Regarding Definitions. The definition of “Collateral” in Appendix
A of the Credit Agreement is hereby amended as follows, wherein all deletions are indicated in
strikethrough format and all additions are indicated in double underlined format:
“Permitted Lien” means (a) Liens under the Transaction Documents or otherwise arising
in favor of the Lender, (b) any right of the Account Institution in respect of the Collection
Account, subject to the terms of the Account Control Agreement, and (c) Liens imposed by law
for Taxes that are not yet due or are being contested in good faith for which adequate reserves
have been established in accordance with GAAP, (d) Liens of WebBank, a Utah state-chartered
bank, under the Related Documents to which WebBank is a party, securing WebBank’s right to
receive the purchase price of receivables required to be purchased by Constellation pursuant to
such Related Documents and (e) any security interest or rights of the account bank at which the
Servicer maintains the servicing collection account in which Collections are deposited prior to
deposit in the Collection Account in respect of overdrafts, charge-backs, returned items, returns
and reversals and customary bank fees.
2.Miscellaneous.
(a)Effect of Amendment. Except as expressly amended and/or superseded by
this Amendment, the Credit Agreement shall remain in full force and
effect. This Amendment shall not constitute an amendment or waiver of
any provision of the Credit Agreement, except as expressly set forth
herein. Upon the Amendment Effective Date, or as otherwise set forth
herein, the Credit Agreement shall thereupon be deemed to be amended
and supplemented as hereinabove set forth, and this Amendment shall
henceforth be read, taken, and construed as an integral part of the Credit
Agreement; however, such amendments and supplements shall not operate
so as to render invalid or improper any action heretofore taken under the
Credit Agreement. This Amendment shall not operate to eliminate or
discharge a party’s obligation to pay amounts accrued and owing prior to
the Amendment Effective Date, which amounts shall be payable in
accordance with the terms of the Credit Agreement without giving effect
to this Amendment. In the event of any inconsistency between this
Amendment and the Credit Agreement with respect to the matters set forth
herein, this Amendment shall take precedence. References in any of the
Transaction Documents or amendments thereto to the Credit Agreement
shall be deemed to mean the Credit Agreement, as applicable, as amended
by this Amendment.
(b)Counterparts. This Amendment shall be valid, binding, and enforceable
against a party when executed and delivered by an authorized individual
on behalf of the party by means of (i) an original manual signature; (ii) a
faxed, scanned, or photocopied manual signature or (iii) any other
electronic signature permitted by the federal Electronic Signatures in
Global and National Commerce Act, state enactments of the Uniform
Electronic Transactions Act, and/or any other relevant electronic
signatures law, including any relevant provisions of the Uniform
Commercial Code (collectively, “Signature Law”), in each case to the
extent applicable. Each faxed, scanned, or photocopied manual signature,
or other electronic signature, shall for all purposes have the same validity,
legal effect, and admissibility in evidence as an original manual signature.
Each party hereto shall be entitled to conclusively rely upon, and shall
have no liability with respect to, any faxed, scanned, or photocopied
manual signature, or other electronic signature, of any other party and
shall have no duty to investigate, confirm or otherwise verify the validity
or authenticity thereof. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an
original and all of which taken together shall constitute but one and the
same instrument. For the avoidance of doubt, original manual signatures
shall be used for execution or indorsement of writings when required
under the UCC or other Signature Law due to the character or intended
character of the writings.
(c)Headings. Captions and headings in this Amendment are for convenience
only and are not to be deemed part of this Amendment.
(d)Governing Law. This Amendment shall be interpreted and construed in
accordance with the laws of the State of New York, without giving effect
to the rules, policies, or principles thereof with respect to conflicts of laws.
[Signature Page to Follow]
[signature page to First Amendment to Credit Agreement]
1751817926 25792241
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the date first written above.
GEMINI CAPRICORN ONE, LLC, as the
Borrower
/s/ Marshall Beard |
By:
Name: Marshall Beard
Title: Manager
GEMINI CONSTELLATION, LLC, as the
Servicer
/s/ Dan Chen |
By:
Name: Dan Chen
Title: Manager
RIPPLE LABS INC., as the Lender
/s/ Sean Belmont |
By:
Name: Sean Belmont
Title: Vice President