8-K
OXBRIDGE RE HOLDINGS Ltd (OXBR)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Dateof Report (Date of earliest event reported): February 11, 2026
OXBRIDGE
RE HOLDINGS LIMITED
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-36346 | 98-1150254 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br> <br>of<br> Incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| Suite 201, | ||
| --- | --- | |
| 42 Edward Street, George Town P.O. Box 469 | ||
| Grand Cayman, Cayman Islands | KY1-9006 | |
| (Address<br> of Principal Executive Office) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (345) 749-7570
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary<br> Shares (par value $0.001) | OXBR | The<br> Nasdaq Stock Market LLC |
| Warrants<br> to Purchase Ordinary Shares | OXBRW | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01 Entry into a Material Definitive Agreement.
On February 11, 2026, Oxbridge Re Holdings Limited (the “Company”) entered into a Promissory Note (the “Note”) with Real World Digital Assets LLC (the “Lender”), pursuant to which the Company borrowed $1,000,000 in principal amount. The Note has a 6-month maturity, with the outstanding principal and interest due and payable on August 14, 2026, unless repaid earlier. The Note bears interest at a rate of 16% per annum, and should an event of default occur, interest accrues at a rate of 36% per annum, or the maximum rate permitted by applicable law. The Note may be prepaid at any time without premium or penalty. The proceeds of the Note were funded on February 12, 2026 and would be used for working capital and general corporate purposes. The Note constitutes a binding and enforceable obligation of the Company, and the obligations under the Note are secured by a Security Agreement granting the Lender a security interest in substantially all assets of the Company.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Note, which is filed as Exhibits 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
Item2.03 Creation of a Direct Financial Obligation
The disclosure under Item 1.01 is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 10.1 | Promissory Note dated February 11, 2026 |
| 10.2 | Security Agreement dated February 11, 2026 |
| EX-104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXBRIDGE RE HOLDINGS LIMITED | |
|---|---|
| /s/ Wrendon Timothy | |
| Date:<br> February 13, 2026 | Wrendon<br> Timothy |
| Chief<br> Financial Officer and Secretary | |
| (Principal<br> Accounting Officer and | |
| Principal<br> Financial Officer) |
A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request
Exhibit10.1
PROMISSORYNOTE
| $1,000,000 | February 11, 2026 |
|---|
FOR VALUE RECEIVED, and intending to be legally bound, Oxbridge Re Holdings Limited (“OXBR”), a Cayman Islands corporation, whose principal office is at Suite 201, 42 Edward Street, Georgetown; P.O. Box 469 Grand Cayman, Cayman Islands (“Maker”), hereby promises to pay REAL WORLD DIGITAL ASSETS LLC, an Illinois limited liability company (“Payee”), at its office at 1317 N Tally Ho Dr, Addison, IL 60101, or at such other place as may be designated in writing by the holder of this Note, on or before August 14, 2026 (the “Maturity Date”), the principal sum of ONE MILLION DOLLARS ( $1,000,000.00), together with interest at a rate of sixteen percent (16%) per annum. For the avoidance of doubt, if funding occurs on February 14, 2026, a total of $1,080,000 (representing principal of $1,000,000 and interest of $80,000) would be due on August 14, 2026.
1. Payment Terms. The unpaid principal amount of this Note, plus all accrued and unpaid interest, shall be due and payable on August 14, 2026 (the “Maturity Date”).
2. Interest Terms. All computations of interest shall be made on the basis of a year of 360 days. Interest shall accrue from the date hereof and continue through, and including, the day on which this Note is paid in full. Interest shall be due and payable before and after judgment, and before and after the commencement of any proceeding under any bankruptcy, receivership, insolvency, reorganization, or similar debtor relief laws.
3. Default Rate. After both the occurrence of an Event of Default and 180 days after the date of this Note, interest on the unpaid principal balance of this Note shall accrue at the rate of thirty-six percent (36%) per annum (the ‘‘Default Rate”). Provided, however, if the Default Rate exceeds the maximum rate allowed by applicable law, then the Default Rate shall automatically be reduced to the maximum rate allowed by law, and such reduced rate shall be the Default Rate. In no event shall the Default Rate be higher than the maximum rate allowed by law.
4. Application. Payee shall apply all payments received on this Note to any accrued and unpaid interest then due and owing, then to the reduction of principal of this Note, then to other sums due hereunder in such order and in such amounts as Payee may determine from time to time. The sum or sums shown on Payee’s records shall be evidence of the correct unpaid balances of principal and interest on this Note, absent manifest error.
5. Collateral Security. This Note is secured by that certain Security Agreement dated the date hereof made by Maker in favor of Payee (as amended, restated or otherwise modified from time to time, the “Security Agreement”).
6. Subordination. This Note is not subordinated only to any other indebtedness of Maker.
7. Prepayments. Maker may prepay this Note at any time in whole or in part without premium or penalty. Any prepayment shall be made together with interest accrued thereon to and including the date of prepayment. Prepayments shall be applied to the principal payment installments thereof in inverse order of maturity.
8. Events of Default. Upon the occurrence of any of the following specified events of default (each an “Event of Default” and if more than one, “Events of Default”):
a. default by the Maker in the payment of principal, interest or any fee payable under this Note when due, which default remains uncured for five (5) days;
b. default by Maker in the due payment of any other indebtedness owed to Payee, or in the payment of any indebtedness owed to another creditor, which payment default remains uncured for five (5) days, or a default in the observance or performance of any covenant or condition contained in any agreement or instrument evidencing, securing, or relating to any such indebtedness, which such default remains uncured for twenty (20) days;
c. Maker becomes insolvent or bankrupt, is generally not paying ( or admits in writing its inability to pay) its debts as they become due, or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for Maker or for the greater part of the properties of Maker with the consent of Maker, or if appointed without the consent of Maker, such trustee or receiver is not discharged within thirty (30) days, or bankruptcy, reorganization, liquidation or similar proceedings are instituted by or against Maker under the laws of any jurisdiction, and if instituted against Maker is consented to by such Person or remains un-dismissed for thirty (30) days, or a writ or warrant of attachment or similar process shall be issued against a substantial part of the property of Maker and shall not be released or bonded within thirty (30) days after levy (any of the foregoing, a ‘‘Bankruptcy Event”);
d. One or more judgments for the payment of money shall be rendered against the Maker, and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Maker to enforce any such judgment;
e. the occurrence of an event of default under the Security Agreement;
g. the sale or transfer of all or substantially all of the Maker’s assets;
then, and in every such event (other than a Bankruptcy Event), and at any time thereafter during the continuance of such event, Payee may, by notice to Maker, take any or all of the following actions, at the same or different times: (I) declare this Note to be immediately due and payable, and thereupon the unpaid principal of this Note, together with accrued interest thereon shall become due and payable immediately; and (2) exercise any rights and remedies under any or all of the Loan Documents or as permitted by law or in equity; and in case of any Bankruptcy Event, the principal of the Loan then outstanding, together with accrued interest thereon and all fees and other amounts accrued or owing hereunder and under any other Loan Document, shall automatically become due and payable.
9. Fees and Expenses. Maker shall, upon demand, reimburse Payee for the costs and attorneys’ fees incurred by Payee in connection with (i) the negotiation and preparation of this Note and any related agreements, which shall not exceed $3,500 in the aggregate, (ii) UCC filing and search fees, (iii) the enforcement and collection of this Note in a lawsuit or in connection with any “modification” or “workout” or restructuring, and (iv) the prosecution or defense of any action in any way related to this Note or the credit provided hereunder, including without limitation, any action for declaratory relief, provisional remedies of any kind, whether incurred at the trial or appellate level, including any of the foregoing in connection with any bankruptcy proceedings or any other type of insolvency proceedings of any kind (including, without limitation, any adversary proceeding, contested matter, or motion brought by Payee for relief from the automatic stay or injunction or otherwise or any other person or entity) and any post-judgment collection services or supplemental proceedings relating to Maker or any other person or entity.
10. Waivers. Maker waives presentment, demand, notice, protest and all other demands and notices in connection with delivery, acceptance, performance or enforcement of this Note.
11. Integration. This Note and the Security Agreement contain the entire agreement between the parties relating to the subject matter hereof and supersede all oral statements and prior writings with respect thereto. Any amendments to this Note must be made in writing and signed by both parties.
12. Severability. Any provision of this Note which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note or affecting the validity or enforceability of such provision in any other jurisdiction.
13. Binding Effect. This Note is a binding obligation enforceable against Maker and its permitted successors and assigns and shall inure to the benefit of Payee and its successors and assigns. Maker shall not assign any of its rights or obligations hereunder without the express written consent of Payee, such consent to be given or withheld in Payee’s sole discretion.
14. Remedies. No failure by Payee to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Payee of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies of Payee as herein specified are cumulative and not exclusive of any other rights or remedies which Payee may otherwise have.
15. Notices. All notices, demands, or other communications given to any of the parties hereunder shall be in writing and delivered by a nationally recognized overnight courier service with proof of deliver, or by certified mail, return receipt requested, to the address for such party on the first page of this Note, which may be changed by any party hereto upon notice to the other party. Notices shall be effective, if by nationally recognized overnight courier service, upon receipt or recipient’s refusal of delivery, and if mailed by certified mail, three (3) days after mailing.
16. Indemnification. Maker agrees to indemnify Payee and its affiliates and their respective officers, directors and employees (collectively, “Indemnitees”) and hereby holds Indemnitees harmless against all liabilities, claims, actions, suits, proceedings, penalties, costs, expenses, brokerage or other fees (including, without limitation, reasonable legal fees and expenses), losses, damages and liabilities of any kind or nature including in tort, penalties and interest, which Payee may incur in any manner other than Payee’s own active gross negligence, willful misconduct or violation of law, by reason of any matter relating, directly or indirectly, to this Note and the related loan documents. This indemnity shall survive the termination of this Note.
17. Liability. Maker shall not assert, and hereby waives any claim against Payee, on any theory of liability, for special, indirect, consequential or punitive damages arising out in connection with or as a result of, this Note.
18. Jurisdiction and Venue. Maker hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any State or Federal court located in the State of Illinois, County of DuPage. In any action, suit or proceeding in respect of or arising out of this Note, Maker agrees not to raise and waives any objection to or defense based upon personal jurisdiction or the venue of any such court or based upon forum non conveniens, and waives any set-off or counterclaim of any nature or description.
19.JURY WAIVER. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INANY OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE.
20. Governing Law. This Note shall be interpreted, and the rights and liabilities of the parties shall be governed by the laws of the State of Illinois, without regard to principles of the conflict of laws.
21. [RESERVED].
[SIGNATUREPAGE FOLLOWS]
IN WITNESS WHEREOF, Maker has caused this Note to be duly executed by its authorized officer or representative and effective as of the date first above written.
| Oxbridge Re Holdings Limited (Maker) | |
|---|---|
| By: | /s/<br> Jay Madhu |
| Name: | Sanjay<br> Madhu |
| Title: | Chairman<br> & CEO |
| REAL WORLD DIGITAL ASSETS LLC (Payee) | |
| --- | --- |
| By: | /s/<br> George Johnson |
| Name: | George<br> Johnson |
| Attorney-in-Fact |
Exhibit10.2
SecurityAgreement
Security Agreement, dated as of February 11, 2026, made by Oxbridge Re Holdings Limited (“OXBR”), a Cayman Islands corporation, whose principal office is at Suite 201, 42 Edward Street, Georgetown; P.O. Box 469 Grand Cayman, Cayman Islands (“Debtor’’), in favor of REAL WORLD DIGITAL ASSETS LLC, an Illinois limited liability company , at its office at 1317 N Tally Ho Dr, Addison, IL 60101 (the “Secured Party”).
In consideration of any extension of credit or other financial accommodation heretofore, now or hereafter made by Secured Party to or for the account of Debtor, or with respect to which Debtor’s agreements hereunder have been required by Secured Party, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Debtor agrees as follows:
1. Security Interest. Debtor hereby grants to Secured Party a security interest (“Security Interest’’) in and to all of the following property, whether now or hereafter existing or acquired and wherever located, all products and Proceeds (including but not limited to insurance proceeds) of such property, wherever located and in whatever form, and all books and records pertaining to such property and all other property of Debtor in which Secured Party now or hereafter is granted a security interest pursuant to this Security Agreement or otherwise (the “Collateral”):
All of such Debtor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Debtor or in which such Debtor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles; (vi) all Goods; (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property; (x) all books and records pertaining to the Article 9 Collateral; (xi) all Fixtures; (xii) all Letter-of-Credit Rights but only to the extent constituting a Supporting Obligation for other Article 9 Collateral as to which perfection of a security interest in such Article 9 Collateral is accomplished by the filing of a UCC financing statement; (xiii) all Intellectual Property; (xiv) all Commercial Tort Claims and (xv) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing; provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an assignment, pledge or grant of a security interest in any Excluded Assets and the term “Article 9 Collateral” shall not include any Excluded Assets. All real property of the company.
2. Obligations Secured. The Security Interest secures payment of that certain Promissory Note dated the date hereof in the principal amount of $1,000,000 made by Debtor in favor of Secured Party (as amended, restated or otherwise modified from time to time, the “Note”), including all principal, interest and fees, including reasonable attorneys’ fees, now or hereafter owing under the Note.
3. Representations and Warranties of Debtor. Debtor hereby represents and warrants, and so long as this Security Agreement is in effect, shall be deemed continuously to represent and warrant that: (a) Debtor is the owner of the Collateral free of all security interests; (b) Debtor is authorized to enter into this Security Agreement; (c) Debtor’s principal is the address for Debtor on the first page of this Security Agreement; (d) each Instrument and each Document constituting Collateral is genuine and in all respects what it purports to be.
4. Covenants of Debtor. So long as this Security Agreement is in effect, Debtor: (a) will defend the Collateral against the claims and demands of all other parties, including, without limitation, defenses, setoffs, claims and counterclaims asserted by any Account Debtor against Debtor or Secured Party, except, as to Inventory, purchasers and lessees in the ordinary course of Debtor’s business; (b) will keep the collateral free from all security interests or other encumbrances, and will not sell, transfer, lease, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of Secured Party, except that, until the occurrence of an Event of Default, Debtor may sell or lease Inventory in the ordinary course of Debtor’s business, (c) will permit Secured Party or its agents to inspect the Collateral and to audit and make extracts from or copies of such books and records and any of Debtor’s ledgers, reports, correspondence or other books and records; and will duly account to Secured Party’s satisfaction, at such time or times as Secured Party may require, for any of the Collateral, (d) will keep the Collateral in good condition and repair; and will not use the Collateral in violation of any provisions of this Security Agreement, of any laws, rules or regulations applicable to a party or its properties. or of any policy insuring the Collateral; (e) will pay all taxes, assessments and other charges of every nature which may be imposed, levied or assessed against Debtor or any of Debtor’s assets prior to the date of attachment of any penalties or liens with respect thereto ( other than liens attaching prior to payment become due, if payment is made when due), provided, however, Debtor shall not be required to pay any such tax, assessment or other charge so long as its validity is being contested in good faith by appropriate proceedings diligently conducted, (g) in connection herewith, will execute and deliver to Secured Party such financing statements, assignments and other documents and do such other things relating to the Collateral and the Security Interest as Secured Party may request, and pay all costs of title searches and filing financing statements, assignments and other documents in all public offices requested by Secured Party; and will not, without the prior written consent of Secured Party, file or authorize or permit to be filed in any public office any financing statement naming Debtor as debtor and not naming Secured Party as secured party.
5. Verification of Collateral. Secured Party shall have the right to verify all or any Collateral in any manner and through any medium Secured Party may consider appropriate, and Debtor agrees to furnish all assistance and information and perform any acts which Secured Party may require in connection therewith.
6. Increases, Profits. Payments or Distributions. Upon an Event of Default, Debtor authorizes Secured Party: (i) to receive any increase in or profits on the Collateral (including, without limitation, any stock issued as a result of any stock split or dividend, any capital distributions and the like), and to hold the same as part of the Collateral; and (ii) to receive any payment or distribution on the Collateral upon redemption by, or dissolution and liquidation of, the issuer, to surrender such Collateral or any part thereof in exchange therefor, and to hold the net cash receipts from any such payment or distribution as part of the Collateral. If Debtor receives any such increase, profits, payments or distributions, Debtor will receive and deliver same promptly to Secured Party on the same terms and conditions set forth in Section 8(b) hereof respecting income or interest, to be held by Secured Party as part of the Collateral.
7-9. [RESERVED]
Events of Default.
(a) Any of the following events or conditions shall constitute an event of default hereunder (each an ‘ Event of Default’’: (i) nonpayment when due, whether by acceleration or otherwise, of principal or interest on the Note, which default remains uncured for five (5) days, or default by Debtor in the performance of any obligation, term or condition of this Security Agreement or any other agreement between Debtor and Secured Party, which default remains uncured for twenty (20) days, (ii) death or judicial declaration of incompetence of Debtor, if an individual; (iii) the filing by or against Debtor of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, relief as a debtor or other relief under the bankruptcy, insolvency or similar laws of the United States or any state or territory thereof or any foreign jurisdiction, now or hereafter in effect; (iv) the making of any general assignment by Debtor for the benefit of creditors, the appointment of a receiver or trustee for Debtor or for any assets of Debtor, including, without limitation, the appointment of or taking possession by a “custodian” as defined in the federal Bankruptcy Code; the making of any, or sending notice of any intended, bulk sale; or the institution by or against Debtor of any other type of insolvency proceeding (under the federal Bankruptcy Code or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of, Debtor, (v) the sale, assignment, transfer or delivery of all or substantially all of the assets of Debtor, the cessation by Debtor as a going business concern; the entry of judgment against Debtor, other than a judgment for which Debtor is fully insured, if such judgment is not satisfied, vacated, bonded or stayed pending appeal; or if Debtor is generally not paying Debtor’s debts as such debts become due; (vi) if any certificate, statement representation, warranty or audit heretofore or hereafter furnished by or on behalf of Debtor pursuant to or in connection with this Security Agreement, or otherwise (including, without limitation, representations and warranties contained herein), or as an inducement to Secured Party to extend any credit to or to enter into this or any other agreement with Debtor, proves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, or to have omitted any substantial contingent or unliquidated liability or claim against Debtor; or, if upon the date of execution of this Security Agreement, there shall have been any materially adverse change in any of the facts disclosed by any such certificate, statement, representation, warranty or audit, which change shall not have been disclosed in writing to Secured Party at or prior to the time of such execution; or (viii) nonpayment by Debtor when due of any indebtedness for borrowed money owing to any third party, or the occurrence of any event which could result in acceleration of payment of any such indebtedness; or (ix) the reorganization, merger or consolidation of Debtor without the prior written consent of Secured Party.
(b) Secured Party, at its sole election, may declare the Note to be immediately due and payable without demand or notice of any kind upon the happening of any event of default (other than an event of default under either Section 10(a) (iii) or (iv) hereof).
(c) Secured Party’s rights and remedies with respect to the Collateral shall be those of a secured party under the UCC and under any other applicable law, as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Debtor and Secured Party. Upon the existence or occurrence of an Event of Default, Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at a place or places designated by Secured Party, and Secured Party may use and operate the Collateral.
(d) Without in any way requiring notice to be given in the following time and manner Debtor agrees that any notice by Secured Party of sale, disposition or other intended action hereunder or in connection herewith whether required by the UCC or otherwise, shall constitute reasonable notice to Debtor if such notice is mailed by regular or certified mail, postage prepaid, at least five (5) days prior to such action, to either of Debtor’s addresses specified above or to any other address which Debtor has specified in writing to Secured Party as the address to which notices hereunder shall be given to Debtor.
11. Miscellaneous.
(a) Debtor hereby authorizes Secured Party to file such financing statement or statements relating to the Collateral without Debtor’s signature thereon as Secured Party at its option may deem appropriate, and appoints Secured Party as Debtor’s attorney-in-fact (without requiring Secured Party) to execute any such financing statement or statements in Debtor’s name and to perform all other acts which Secured Party deems appropriate to perfect and continue the Security Interest and to protect, preserve and realize upon the Collateral. This power of attorney shall not be affected by the subsequent disability or incompetence of Debtor. Debtor hereby ratifies and consents to any financing statements relating to the Collateral filed by Secured Party prior to the date this Security Agreement is executed.
(b) Upon Debtor’s failure to perform any of its duties hereunder, Secured Party may, but shall not be obligated to, perform any or all such duties, including, without limitation, payment of taxes, assessments, insurance and other charges and expenses as herein provided, and Debtor shall pay an amount equal to the cost thereof to Secured Party on demand by Secured Party. Payment of all moneys hereunder shall be secured by the Collateral.
(c) [RESERVED]
(d) No course of dealing between Debtor and Secured Party and no delay or omission by Secured Party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Secured Party may remedy any default by Debtor hereunder in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Debtor. All rights and remedies of Secured Party hereunder are cumulative.
(e) [RESERVED]
(f) The rights and benefits of the Secured Party hereunder shall, if Secured Party so directs, inure to any party acquiring the Note.
(g) Secured Party and Debtor as used herein shall include the heirs, executors or administrators, or successors or assigns, of those parties.
(h) No modification, rescission, waiver, release or amendment of any provision of this Security Agreement shall be made, except by a written agreement subscribed by the Debtor and by a duly authorized officer of Secured Party.
(i) This Security Agreement and the transaction evidenced hereby shall be construed under the laws of the State of Illinois, as the same may from time to time be in effect.
(j) As used herein, “UCC” means the Uniform Commercial Code of the State of Illinois, as amended from time to time; provided, however. at any time, if by reason of mandatory provisions of applicable law, any or all of the perfection or priority of Secured Party’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Illinois, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.
(k) Unless the context clearly requires otherwise, (a) all terms used herein which are defined in the UCC shall have the meanings therein stated; provided, however, the term “instrument” shall refer to such term as defined in Article 9 of the UCC rather than Article 3 of the UCC and (b) all terms used but not defined herein or in the UCC shall have the meanings ascribed to such terms in the Agreement.
(l) Debtor hereby irrevocably appoints Secured Party the Debtor’s agent with full power, in the same manner, to the same extent and with the same effect as if Debtor were to do the same: to receive and collect all mail addressed to Debtor, to direct the place of delivery thereof to any location designated by Secured Party; to open such mail; to remove all contents therefrom; to retain all contents thereof constituting or relating to the Collateral; and to perform all other acts which Secured Party deems appropriate to protect, preserve and realize upon the Collateral. The agency hereby created is unconditional and shall not terminate until the Note is paid in full and until all commitments by Secured Party to lend funds to Debtor have expired or been terminated. This power of attorney shall not be affected by the subsequent disability or incompetence of Debtor.
(m) The execution and delivery hereafter to Secured Party by Debtor of a new security agreement shall not terminate, supersede or cancel this Security Agreement, unless expressly provided therein, and this Security Agreement shall not terminate, supersede or cancel any security agreement previously delivered to Secured Party by Debtor, and all rights and remedies of Secured Party hereunder or under any security agreement hereafter or heretofore executed and delivered to Secured Party by Debtor shall be cumulative and may be exercised singly or concurrently.
(n) The remedies herein provided are cumulative and not exclusive of any other remedies provided at equity or by law and all such remedies may be exercised singly or concurrently.
(o) If any one or more of the provisions contained in this Security Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not (to the full extent permitted by law) in any way be affected or impaired.
(p) This Security Agreement shall remain in full force and effect thereafter until the Note, and any extensions or renewals thereof (whether made before or after receipt of such notice), together with interest accruing thereon after such notice, shall be finally and irrevocably paid in full. If, after receipt of any payment under the Note, Secured Party is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, this Security Agreement shall continue in full force notwithstanding any contrary action which may have been taken by Secured Party in reliance upon such payment, and any such contrary action so taken shall be without prejudice to Secured Party’s rights under this Security Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable.
(q) EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST THE OTHER PARTY ON ANY MATTERS WHATSOEVER,IN CONTRACT OR IN TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE NOTE. DEBTOR HEREBY WAIVES THE RIGHT TO INTERPOSEANY DEFENSE, SET-OFF, COUNTERCLAIM OR CROSS-CLAIM OF ANY NATURE OR DESCRIPTION, ANY OBJECTION BASED ON FORUM NON-CONVENIENS OR VENUE,AND ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
(r) Debtor hereby irrevocably and unconditionally submits to the jurisdiction of any State or Federal court located in the State of Illinois, County of DuPage. In any action, suit or proceeding in respect of or arising out of this Security Agreement, the Debtor agrees not to raise and waives any objection to, or defense based upon personal jurisdiction or the venue of any such court or based upon forum non conveniens. Debtor waives any set-off or counterclaim of any nature or description.
[SIGNATUREPAGE FOLLOWS]
IN WITNESS WHEREOF, the Debtor has executed this Security Agreement as of the day and year first written above.
| Oxbridge Re Holdings Limited (Debtor) | |
|---|---|
| By: | /s/ Jay Madhu |
| Name: | Sanjay<br> Madhu |
| Title: | Chairman<br> & CEO |
| REAL WORLD DIGITAL ASSETS LLC (Secured Party) | |
|---|---|
| By: | /s/ George Johnson |
| Name: | George<br> Johnson |
| Attorney-in-fact |