Exhibit
10.13 


 


AMENDED
AND RESTATED LOAN AGREEMENT


 


This
AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”),
dated March 31, 2022, is made and
entered into by and between Monex Finance Corporation ("Lender") and TradeStation Group, Inc., a Florida corporation (“Borrower”),
with respect to the loan made by Lender to Borrower as follows.


 


WHEREAS:


 


		(A)	Lender and
                                                                                                                                                                                                       Borrower entered into a Loan Agreement dated November 29, 2017, which was replaced and superseded by a Loan Agreement dated
                                                                                                                                                                                                       November 29, 2018, which was replaced and superseded by a Loan Agreement dated November 29, 2019, which was replaced and
                                                                                                                                                                                                       superseded by a Loan Agreement dated January 31, 2020, which was replaced and superseded by a Loan Agreement dated
                                                                                                                                                                                                       April 30, 2020, which was replaced and superseded by a Loan Agreement dated June 6, 2020 , which
                                                                                                                                                                                                       was replaced and superseded by a Loan Agreement dated August 31, 2020 , which was replaced and superseded by a Loan Agreement
                                                                                                                                                                                                       dated March 31, 2021 (the "Current Loan
                                                                                                                                                                                                       Agreement").



 


		(B)	Borrower's
                                            subsidiary TradeStation Crypto Inc. (“TCI”) has been developing a crypto lending program
                                            (the “TCI
                                            Program”)
                                            and currently has certain crypto denominated loans outstanding with third-party borrower
                                            counterparties, and Lender and Borrower are willing to finance the TCI Program through loans
                                            made by Borrower to TCI (meaning that Lender will lend up to a specified amount of United
                                            States dollars to Borrower pursuant to this Agreement, which Borrower may then lend to TCI
                                            for the purpose of lending to third-party borrowers or for the purpose of purchasing cryptocurrency
                                            assets and then lending out those cryptocurrency assets to third-party borrowers).



 


		(C)	Lender
                                            and Borrower wish to amend and restate the Current Loan Agreement on the date first written
                                            above to change the maximum amount of each tranche of loans and extend the period of the
                                            Current Loan Agreement.



 


NOW
THEREFORE, IT IS HEREBY AGREED as follows:


 


Article 1
(Terms of Loan)


 


When
a request for loan is received from Borrower, Lender shall lend out money ("Loan") subject to the terms and conditions herein.
Execution of this Agreement shall not be regarded as Lender's loan commitment to Borrower.


 


		1)	The
                                            Loan: Borrower shall request each Loan using the Loan Application in the form attached
                                            as Appendix 1 (Loan Application) or Appendix 2 (Rollover Loan Request), at least three business
                                            days prior to Funding Date. The Loan Application must be signed only by either the President
                                            or Chief Financial Officer of Borrower.



 


		2)	Use
                                            of Proceeds: Borrower may use the Principal Amount for meeting the general financial
                                            requirements ofits or its subsidiaries' ordinary business operations ("Tranche A Loans")
                                            and lending to TCI for financing the TCI Program ("Tranche B Loans"). If Lender
                                            makes a Tranche B Loan to Borrower, Lender may request Borrower to submit the document evidencing
                                            the use of proceeds of such Tranche B Loan, and promptly upon such request of Lender, Borrower
                                            shall submit it to Lender.



 


		3)	Maximum
                                            Amount: The aggregate outstanding balance of all Loans shall not exceed 180 million United
                                            States dollars; provided, however, that the aggregate outstanding balance of all Tranche
                                            B Loans shall not exceed 80 million United States dollars (each "Maximum Amount").



 






    1 


     


    

 


		4)	Interest:
                                            Interest, as simple and not as compounding interest ("Interest"), shall accrue
                                            on the Principal Amount from (and including) the loan drawdown date (when the Loan is funded
                                            by Lender) (the "Funding Date") to (and excluding) the loan maturity date ("Maturity
                                            Date"), and payment shall be made on each payment date for the Interest accrued by (and
                                            excluding) the relevant payment date. The interest rate will be determined through consultation
                                            between Borrower and Lender according to the risk profile of each Tranche, and calculated
                                            based on a 360-day year.



 


		5)	Payment:
                                            All payments of interest and principal shall be due and payable on the Maturity Date.
                                            As and when due and payable, Borrower shall pay down the Principal Amount and Interest by
                                            way of a bank transfer of immediately available funds in US dollars into the bank account
                                            designated in Paragraph 9 below. If there is a past due amount of either the Principal Amount
                                            or Interest (as the case may be, a "Past Due Amount"), the Interest shall be payable
                                            on such Past Due Amount accrued from and including the missed due date(s), but excluding
                                            the payment date, at an increased interest rate equal to 14% per annum, as damages and not
                                            as a penalty.



 


		6)	Loan
                                            Maturity Date: Maturity Date, stated in each Loan Application, shall be determined with
                                            Lender's approval. Maturity Date shall not exceed six months from Funding Date.



 


		7)	Minimum
                                            Amount: Each Loan (as initially funded, and as decreased by payment from time to time,
                                            a "Principal Amount") shall not be less than 100 thousand US dollars.



 


		8)	Period
                                            of Agreement: This Agreement shall be effective from the date of Agreement to March 31,
                                            2023. Termination of this Agreement shall not affect any party's rights and obligations under
                                            this Agreement or otherwise incurred prior to or on, and outstanding or otherwise unperformed
                                            or unpaid as of, the termination date (including all Obligations of Borrower). Loans which
                                            were utilized under the Current Loan Agreement and are outstanding as of the date hereof
                                            shall remain in full force and effect under this Agreement.



 


		9)	Repayment
                                            Account: Borrower shall pay the Interest, the Principal Amount, delay damages (if any)
                                            and any other amounts payable by Borrower to Lender by way of bank transfer into the following
                                            bank account or any other bank account provided by Lender to Borrower:



 


	BankName	Mizuho
    Bank, Ltd.
	BranchName	KABUTOCHO
    CORPORATE BANKING AND SECURITIES BUSINESS DEPARTMENT
	Beneficiary's
    Name	Monex
    Finance Corporation
	SWIFT
    Code	MHCBJPJT
	Account
    Number	5455456USD


 


Article 2
(Change of Maximum Amount)


 


Notwithstanding
anything to the contrary in Paragraph 3 and 8 of Article 1, Lender may reduce the Maximum Amount (by any amount, including to zero
dollars) when Lender deems such action necessary due to changes in economic or financial conditions of the market, to protect Lender's
rights regarding the Loan and other reasonable causes. If Lender reduces the Maximum Amount in its entirety, to zero dollars, this Agreement
shall be terminated; and Borrower shall make immediate repayment of all outstanding Principal and Interest. If Lender reduces a portion
of the Maximum Amount, Borrower shall immediate repay any Principal that exceeds such reduced Maximum Amount.


 






    2 


     


    

 


Article 3
(Treatment of Holidays)


 


If
a payment date of Interest or Principal Amount does not fall on a business day, the payment shall be made on the immediately preceding
business day. In this Agreement, the term "business day" shall mean any date (other than Saturdays and Sundays) on which commercial
banks are open in Tokyo, New York and London.


 


Article 4
(Prepayment)


 


		(1)	Borrower
                                            may not prepay all or part of the Principal Amount or the Interest unless it obtains the
                                            prior consent of Lender.



 


		(2)	If
                                            Borrower prepays all or part of the Principal Amount with the consent of Lender as described
                                            in the preceding Paragraph, Borrower shall pay all of the Interest accrued by the time of
                                            such prepayment on the prepaid Principal Amount at the same time. In this case, the Interest
                                            shall accrue on the prepaid Principal Amount from (and including) the Funding Date to (and
                                            excluding) the prepayment date.



 


		(3)	If
                                            all or part of the Principal Amount is prepaid without Lender's consent, or otherwise in
                                            violation of this Agreement, at Lender's election the interest rate on the remaining outstanding
                                            Principal Amount may be raised to apercentage so that Lender will receive the same amount
                                            of Interest Lender would have received had no such unauthorized prepayment occurred.



 


Article 5
(Acceleration)


 


(1)
If any of the following events have occurred with respect to Borrower, any and all obligations under this Agreement (the
 "Obligations") shall automatically become due and payable without Lender providing any prior notice or demand, and
Borrower shall immediately pay the Obligations (unless, solely in Lender's discretion, acceleration is waived and the payment terms
of this Agreement reinstated):


 


		1)	If
                                            Borrower is subject to a petition for the commencement of bankruptcy proceedings (hasan
                                            tetsuzuld kaishi), commencement of civil rehabilitation proceedings (mirifi saisei
                                            tetsuzuld kaishi) or commencement of corporate reorganization proceedings (kaisha
                                            kousei tetsuzuld kaishi) filed against it, unless dismissed within 60 days of its commencement
                                            (in which case the acceleration shall be deemed reversed), or goes voluntarily into bankruptcy
                                            or equivalent reorganization or liquidation, or any other similar proceedings have commenced
                                            (including a petition for or commencement of any proceedings similar thereto filed or made
                                            in the United States or any other country);



 


		2)	If
                                            Borrower's note or check to a third-party vendor or creditor has been dishonored due to insufficient
                                            funds (other than due to an unintentional error that is quickly rectified), or Borrower becomes
                                            insolvent;



 


		3)	If
                                            a notice or any other communication given or made by Lender to Borrower cannot be delivered
                                            to Borrower at its designated address for notices or last-known corporate headquarters on
                                            three (3) successive occasions or for three (3) consecutive months; or



 


		4)	lf Monex Group, Inc.
                                                                                                                                                                                         owns 50% or less (directly or indirectly) of the outstanding capital stock in Borrower.



 


		(2)	If
                                            Borrower ceases to (directly or indirectly) own 100% of the outstanding shares in TCI., any
                                            and all obligations as to Tranche B Loans under this Agreement (the "Tranche B Obligations")
                                            shall automatically become due and payable without Lender providing any prior notice or demand,
                                            and Borrower shall immediately pay the Tranche B Obligations (unless, solely in Lender's
                                            discretion, acceleration is waived and the payment terms of this Agreement reinstated).



 






    3 


     


    

 


Article 6
(Acceleration upon Request)


 


If
any of the following events have occurred with respect to Borrower, the Obligations shall become due and payable upon request of Lender,
and Borrower shall immediately pay the Obligations:


 


		1)	If
                                            Borrower materially breaches or defaults under this Agreement with respect to any of the
                                            Obligations, or any other obligations based on any agreement associated with this Agreement,
                                            and such breach or default is not cured, if it is curable, within fifteen (15) business days;



 


		2)	If
                                            Borrower materially breaches or defaults under any other agreement with Lender or an affiliate
                                            of Lender with respect to any of the obligations it owes to Lender or Lender's affiliate
                                            under any such other agreement and such breach or default is not cured, if it is curable,
                                            within fifteen (15) business days;



 


		3)	If
                                            Borrower is subject to a petition for attachment (sashiosae), provisional attachment
                                            (kari-sashiosae), provisional disposition (kari-shobun) or auction (keibai),
                                            or a disposition for nonpayment of taxes or governmental fees (including any proceedings
                                            similar thereto commenced in the United States or any other country);



 


		4)	If
                                            Borrower has committed a sizeable treacherous act to the detriment of the Lender;



 


		5)	If
                                            Borrower fails to perform its payment obligations in an amount exceeding USD 100,000 (and
                                            such failure is not cured within seven (7) business days); or



 


		6)	If
                                            any event has occurred with respect to Borrower which makes Lender reasonably believe acceleration
                                            is necessary to preserve its claims against Borrower.



 


Article 7
(Investigation and Report)


 


		(1)	Borrower
                                            shall submit to Lender Borrower's balance sheet and statement of operations for each quarterly
                                            accounting period and, upon the request of Lender, Borrower's trial balance and statement
                                            of cash flows, as well as give prior notice to the Lender regarding any proposed financial
                                            restatement.



 


		(2)	Borrower
                                            shall, at any time requested by Lender, provide Lender with access and information reasonably
                                            necessary for an investigation by Lender of Borrower's internal controls and financial condition,
                                            and Borrower shall immediately notify Lender of any material adverse change in Borrower's
                                            financial condition or results of operations or the adequacy of its internal controls, or
                                            likelihood thereof, whether or not requested by Lender.



 


Article 8
(Exemption)


 


With
respect to Borrower's signature or seal used for any transaction with Lender in connection with this Agreement, if Lender conducts such
transaction after determining that such signature or seal is identical to the handwriting or seal impression provided by Borrower in
past transactions (including this Agreement) after matching such handwriting or seal impression to the signature or seal in one or more
of said past transactions, then even in the event of a forgery of the signature or seal or otherwise, Borrower shall bear any and all
damages caused thereby.


 


Article 9
(Change in Contact Address and Notified Matters)


 


		(1)	Lender
                                            and Borrower shall make any communication, notice and the like under this Agreement to each
                                            other at the following addresses.



 


To
Lender:


 


	Address	1-12-32,
    Akasaka, Minato-ku, Tokyo 107-6025, Japan
	Telephone
    Number	+81-3-4323-3818





	FAX	+81-3-4323-4064
	E-mail	mg-finance@monex.co.jp
	Department
    and Person in Charge	Department
                                            :Management division

    The
    Person in Charge:Hideki Yamamoto



 






    4 


     


    

 


To
Borrower:


 


	Address	8050
    SW 10th Street, Suite 4000, Plantation, FL 33324 USA
	Telephone
    Number	(954)
    652-7085
	FAX	(954)
    652-5085
	E-mail	GVance@tradestation.com
	Department
    and Person in Charge	Department:Finance

    Greg
        Vance,     Chief     Financial     Officer, TradeStation
    Group, Inc.



 


		(2)	Borrower
                                            shall immediately notify Lender in writing of any change in Borrower's address, trade name,
                                            representative, seal, signature or any other matter relating to the above contact information.



 


		(3)	If
                                            Borrower fails to make a notification under the preceding Paragraph, Borrower shall bear
                                            any and all disadvantages caused thereby and, if any notice or demand sent by Lender is delayed
                                            or does not arrive or timely arrive, such notice or demand shall be deemed to have arrived
                                            at the time it would have typically arrived had Borrower complied with the preceding Paragraph.



 


Article 10
(Application)


 


The
timing, order and method of the application of the payments made by Borrower to Lender for the performance of the Obligations shall be
left to the discretion of the Lender, provided that, generally speaking, payments shall be applied first to damages or similar fees or
charges, then to accrued and unpaid Interest, and then to reduce the Principal Amount.


 


Article 11
(Gross up)


 


All
payments under this Agreement shall be made without any deduction or withholding for or on account of any tax. On payment of
Interest, Lender shall submit necessary documents to Borrower based on its request. Should any deduction or withholding to the
payment of Interest be made due to the practice change of relevant tax authority, Borrower must pay the additional amount equivalent
to the deducted amount.


 


Article 12
(Preparation of Notarized Deed)


 


Borrower
shall, at any time upon the request of Lender, take the necessary steps to engage a notary public to execute a notarized certificate,
in form and content provided by Lender and which is customary for loans of the nature of this Agreement, containing a clause wherein
Borrower acknowledges the Obligations and agrees to perform them as required by this Agreement and applicable law.


 


Article 13
(Governing Law and Jurisdiction)


 


This
Agreement shall be governed by and construed in accordance with the laws of Japan. Any disputes arising from this Agreement shall be
subject to the exclusive jurisdiction of the Tokyo District Court.


 






    5 


     


    

 


IN
WITNESS WHEREOF, Lender and Borrower have executed this Agreement in duplicate as of the date first written above.


 


	Lender (Creditor):	Monex
                                            Finance Corporation
	 	1-12-32
                                        Akasaka, Minato-ku, Tokyo






 





		/s/
                            AKIRA  INOUE	 
	 	Akira Inoue
               , Representative Director	 






 


	Borrower (Debtor):	TradeStation Group, Inc.	 
	 	8050 SW 10th
    Street, Suite 4000	 
	 	Plantation, FL 33324	 






 





	 	/s/ Greg Vance	 
	 	Greg Vance, Chief Financial Officer	 






 






    6 


     


    

 


Appendix
1


 





[On
the Letterhead of the Borrower]


 


[DATE]


 


Monex
Finance Corporation


1·12-32,
Akasaka, Minato-ku, Tokyo 107-6025, Japan


Fax
number:+81-3-4323-4064


E-mail:
  mgfinance@monex.co.jp


Attn:   Management
Department


 


Loan
Application


 


Pursuant
to AGREEMENT entered into by and between TradeStation Group, Inc. ("Borrower") and Monex Finance Corporation (''Lender'')
dated March 31, 2022, Borrower hereby request the loan to be made by the Lender described below.


 


The
deadline for submission: Three business days prior to Funding Date


 


		1.	Request
                                            Information



 


	Tranche:	A
    or B	 
	Principal
    Amount :	USD	 
	Aggregate
    Outstanding Balance:	USD	 
	Funding
    Date :	 	 
	Maturity
    Date	 	 
	Interest
    Rate (Loan Rate):	 	 
	Purpose
    (Use of Proceeds)	 	 


 


		2.	Account
                                            Information



 


	Bank
    Name:	 
	Bank
    Address:	 
	Account
    Holder Name:	 
	Account
    No.	 
	Swift
    Code	 


 


	 	BORROWER:
	 	TradeStation
                                        Group, Inc.
	 	8050
                                        SW 10th Street, #4000, Plantation, FL 33324, USA






  


		By:	 









		Name:
                                            Greg Vance
	 	Title:
                                           Chief Financial Officer



 






    7 


     


    

 


Appendix2


 





 


[On
the Letterhead of the Borrower]


 


[DATE]


Monex
Finance Corporation


1-12-32,Akasaka,
Minato-ku, Tokyo 107·6025, Japan


Fax
number:+81-3-4323-4064


E-mail:
  mg-finance@monex.co.jp


Attn:   Management
Department


 


Rollover
Loan Request


 


Pursuant
to AGREEMENT entered into by and between TradeStation Group, Inc. ("Borrower") and Monex Finance Corporation (“Lender”)
dated March 31, 2022, Borrower hereby request the loan to be made by the Lender described below.


 


The
deadline for submission: Three business days prior to Funding Date


 


		1.	Maturing
                                            Loan Information



 


	Tranche:	A
    or B	 
	Amount
    of the loan :	USD	 
	Aggregate
    Outstanding Balance :	USD	 
	Original
    Funding Date :	 	 
	Maturity
    Date :	 	 
	Interest
    Rate (Loan Rate) :	 	 
	Interest
    Due :	USD	 
	Less
    10% IRS Withholding :	USD	 
	To
    be transferred to Monex :	USD	 


 


		2.	Roll
                                            Request Information



 


	Amount
    of the loan Roll :	USD	 
	Aggregate
    Outstanding Balance :	USD	 
	Funding
    Date :	 	 
	Maturity
    Date:	 	 
	Interest
    Rate (Loan Rate) :	 	 
	Purpose
    (Use of Proceeds)	 	 


 


	 	BORROWER:
	 	TradeStation
                                        Group, Inc.
	 	8050
                                        SW 10th Street, #4000, Plantation, FL 33324, USA






  


		By:	 









		Name:
                                            Greg Vance
	 	Title:
                                           Chief Financial Officer



 






    8