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USD Loan Agreement

  1. Loan Terms Disclosure Table
Loan Type {{loanType}}
Effective Date {{effectiveDate}}
Loan ID {{loanId}}
Borrower’s Full Name {{borrowerFullName}}
Borrower’s Address {{borrowerAddress}}
Borrower’s E-mail {{borrowerEmail}}
Borrower’s Telephone {{borrowerTelephone}}
Loan Amount USD$ {{loanAmount}}
Annual Interest Rate* {{annualInterestRate}} % (Simple interest is calculated daily. The interest rate is fixed.)
Administration Fee* The administration fee for this Loan is USD$ {{loanAdministrationFee}}. For a Standard LTV Loan, the administration fee is calculated as the greater of USD$ {{minimumAdministrationFee}} or {{administrationFeeRate}} of the Loan Amount. For a Custom LTV Loan, the administration fee is calculated as the greater of USD$ {{minimumAdministrationFee}} or {{administrationFeeRateCustom}} of the Loan Amount.
Annual Percentage Rate* {{annualPercentageRate}} %
Total Cost of Borrowing* USD$ {{totalCostOfCredit}}
Total Obligation* USD$ {{totalObligation}}
Funding Date (dd/mm/yyyy) {{fundingDate}}
Term {{term}} months
Maturity Date (dd/mm/yyyy) {{maturityDate}}
Payment Schedule {{paymentSchedule}} (One payment equal to the Total Obligation due on the Maturity Date)
Initial Collateral {{initialCollateral}} BTC
Collateral Wallet Address As shown on the platform at platform.ledn.io
Standard Target LTV 50%
Standard Margin Call LTV 70%
Liquidation LTV 80%
Custom Target LTV {{customTargetLtv}}% (Only applicable to a Custom LTV Loan)
Custom Margin Call LTV {{customMarginCall}}% (Only applicable to a Custom LTV Loan)

*For a Custom LTV Loan, this rate or amount is subject to change pursuant to a Reversion Event as outlined in Section 12.1 of Schedule “C” attached hereto.

This USD Loan Agreement (this “Agreement”) sets forth the terms and conditions of a standard bitcoin-backed USD loan (“Standard LTV Loan”). If Borrower has opted to enter into a custom LTV bitcoin-backed USD loan (“Custom LTV Loan”) through Borrower's loan application, the terms and conditions outlined in this Agreement will apply to such Borrower with the exception of certain identified sections that do not apply or are replaced with the terms and conditions set out in Schedule “C” attached hereto.

If Borrower resides in the Province of Quebec the above Disclosure Table is replaced by the Quebec Borrower Disclosure Table in Schedule “A” attached hereto.

If Borrower resides in the United States, please also see the Truth in Lending Act Disclosure Statement and State and Federal Disclosures in Schedule “B” attached hereto for additional important information.

  1. The Lender

In this Agreement, “Lender” means (i) if Borrower resides in the United States, Ledn (USA) Inc., a Wyoming corporation, and its successors and assigns, or (ii) if Borrower resides in any other country, Ledn Hodl I LP, a limited partnership formed under the laws of Ontario, Canada, and its successors and assigns.

  1. The Loan

The loan application is an offer by Borrower to Lender to be bound by this Agreement. This Agreement will not come into force or be binding upon Lender until Lender accepts it, as evidenced by disbursement of the Loan Amount by Lender to Borrower. Lender will not accept this Agreement until all conditions herein have been satisfied in Lender’s sole discretion. Lender has no obligations to Borrower unless and until Lender accepts this Agreement. Lender can notify Borrower at any time before acceptance of this Agreement that Borrower’s loan application is rejected. To the extent the loan application is required by any applicable law to be construed as an offer made by Lender for acceptance by Borrower, then the entering into of this Agreement and Lender’s obligation to disburse the Loan Amount is subject to Borrower fulfilling all condition precedents of Borrower set out in this Agreement to Lender’s satisfaction, including Lender having received the Initial Collateral from Borrower prior to the Funding Date. This Loan is a fixed credit, closed-end loan secured by Collateral defined herein. Amounts repaid in respect of this Loan may not be reborrowed.

  1. Repayment

Borrower promises to pay Lender the Total Obligation and any other amounts that may become due under this Agreement until all amounts owing have been repaid in full on the Maturity Date in accordance with the Payment Schedule set out in the applicable Disclosure Table of this Agreement. If any payment is due on a non-business day, the payment due on such day may be made on the next business day. If Borrower makes Borrower's Loan payments when due and does not otherwise default under this Agreement, there will be no outstanding balance at the end of the Term. Interest begins to accrue on the Funding Date and is calculated daily at the Annual Interest Rate shown in the applicable Disclosure Table of this Agreement before, on and after demand, default, maturity, and judgement. Interest is not compounded. Lender will apply all payments received first to the Total Cost of Borrowing (or, in the case of a Quebec Borrower, to the credit charges), then the remainder, if any, to reduce the principal Loan Amount. Borrower agrees that Lender’s internal records shall, absent manifest error, serve for all purposes as conclusive evidence of Borrower’s outstanding indebtedness, including the principal balance of the Loan, as well as the amount of interest, fees and charges that may be owed by Borrower to Lender at any time. The amounts that Borrower owes under this Agreement are payable unconditionally and without deduction and cannot be withheld or subjected to any defence or set-off by Borrower for any reason.

  1. Prepayments

Borrower may prepay the outstanding principal Loan Amount, accrued interest, fees, and any other amounts that may become due and owing to Lender under this Agreement (“Outstanding Loan Balance”) in full or in part, at any time without penalty. Any amounts so repaid may not be reborrowed. If Borrower prepays the full amount of the Outstanding Loan Balance, Borrower may be entitled to, depending on the jurisdiction of Borrower’s residence, a refund of any non-interest finance charges (or, in the case of a Quebec Borrower, any credit charges other than interest) paid under this Agreement that forms part of the cost of borrowing (or, in the case of a Quebec Borrower, the credit charges). The refund amount will be calculated according to the formula C x [(N-M) / N], in which “C” is the amount of the charge, “N” is the length of the period between the time the charge was imposed and the scheduled end of the Term, and “M” is the length of the period between the time the charge was imposed and the time of the prepayment. If Borrower makes a partial prepayment, such payment will be applied to the outstanding Loan balance and will reduce the Total Obligation owing on the Maturity Date; however, Borrower will not be entitled to a refund of any non-interest finance charges.

  1. Currency

All amounts expressed in this Agreement are in United States Dollars, unless otherwise stated. The Loan Amount will be disbursed to Borrower in United States Dollars and all amounts owing must be repaid in United States Dollars, unless otherwise agreed to between Borrower and Lender. If Lender advances the Loan Amount or if Borrower repay any amounts owing under this Agreement in a different currency, including a virtual currency, Lender will convert such amount at the applicable exchange rate then in effect at any of Lender’s payment processor platforms. Lender does not charge a conversion fee, but Lender may earn a spread on the difference between the buying and selling prices of fiat currency or digital assets.

  1. Maximum Rate of Interest

Notwithstanding any other provisions of this Agreement, if the amount of any interest or rate of interest stipulated for, charged or received under this Agreement would contravene any applicable law, including section 347 of the Criminal Code (Canada), then it is Lender’s and Borrower’s express intent that such amount or rate of interest shall be reduced to the maximum amount or rate permitted to be charged under applicable law; and to the extent that any excess has been charged or received by Lender in any manner whatsoever, Lender shall immediately apply or credit such excess against the outstanding Loan balance owing by Borrower and refund any further excess amount. To the extent permitted by applicable law, any such crediting or refund shall not cure or waive any default by Borrower under this Agreement.

  1. Payment Failure

Borrower agrees that Lender may assess a not sufficient funds fee (“NSF Fee”) of twenty dollars ($20.00) if any attempted payment made by Borrower is returned unpaid for any reason, including if EFTs, wire transfers or cheques are returned or fail due to insufficient funds in any account from which a payment is to be made to Lender. The amount of any NSF Fee will be added to the outstanding Loan balance and is payable immediately on demand.

  1. Renewals

Unless an Event of Default has occurred or the Outstanding Loan Balance has been repaid in full by Borrower, Lender may renew this Agreement at the end of the Term. If Lender chooses to renew this Agreement, Lender will provide Borrower with written notice at least thirty (30) days before the Maturity Date advising Borrower of the details of the renewed loan, including the new term, new loan amount, new annual interest rate, and any other disclosures required by applicable law.

If Borrower has opted to enter into a Custom LTV Loan and Borrower wishes to renew such Custom LTV Loan at the end of the Term, Borrower must contact Lender at least thirty (30) days before the Maturity Date to process such a renewal (subject to a Reversion Event not having occurred). Otherwise, for greater certainty, Borrower’s Custom LTV Loan shall be automatically renewed as a Standard LTV Loan in accordance with this Section.

  1. Collateral

Lender will not advance the Loan Amount to Borrower until Borrower has transferred the Initial Collateral described in the applicable Disclosure Table of this Agreement into the Collateral Wallet Address (“Collateral Wallet”) at the Custodian, or any other wallet address to which Lender may direct Borrower to transfer the Initial Collateral. The “Custodian” is BitGo Trust Company, Inc., a trust company formed under the laws of South Dakota, or any other custodian that Lender appoints as custodian over the Collateral. Lender may change the location of the Collateral Wallet or the Custodian without prior notice to Borrower. Lender and Borrower agree that the holding of the Collateral by Lender through the Custodian constitutes the use of reasonable care with respect to the custody and preservation of the Collateral, and Lender shall have no liability or responsibility for any matters delegated to the Custodian.

Subject to applicable law, Borrower grants Lender the right to, and Borrower agrees that Lender may, for Lender’s own account and without any further notice to Borrower, hold the Collateral in Lender’s name or in another name, and to pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer or use any amount of such Collateral, separately or together with other property, with all attendant rights of ownership, for any period of time and without retaining in Lender’s possession and/or control a like amount of such Collateral, and to use or invest such Collateral. Borrower acknowledges that, with respect to Collateral used by Lender pursuant to this Section, (i) Borrower may not be able to exercise certain rights of ownership; (ii) Lender may receive compensation in connection with lending or otherwise using the Collateral in Lender’s business to which Borrower will have no entitlement whatsoever; and (iii) Collateral that are subject to such transactions, investment or otherwise being used in these transactions may not be held by Lender’s third party custodians.

  1. Security Interest / Hypothec

As security for the payment and performance of all of Borrower’s obligations under this Agreement, Borrower grants to Lender a continuing and unconditional first priority security interest (or, if Borrower reside in the Province of Quebec, Borrower grants to Lender a hypothec in a principal amount equal to 150% of the Loan Amount shown in the Quebec Borrower Disclosure Table of this Agreement (the “Hypothec Amount”) provided however that for the purposes of the grant of the hypothec, the Hypothec Amount shall be deemed to be Canadian Dollars, together with interest thereon from the date hereof at a rate of interest per annum equal to the Annual Interest Rate shown in the Quebec Borrower Disclosure Table of this Agreement) in all of Borrower’s present and future right, title and interest in and to: the Initial Collateral; all digital assets now or in the future held in, or deposited in or otherwise allocated to the Collateral Wallet (including any additional digital assets transferred to the Collateral Wallet); any other digital assets now or in the future issued with respect to any of the foregoing digital assets as a result of a fork or other event that results in the holders of digital assets receiving additional or replacement digital assets (whether or not such other digital assets are held in, on deposit in or otherwise allocated to the Collateral Wallet); and all proceeds derived from the foregoing (collectively the “Collateral”). The security interest created by this Agreement shall attach to the Collateral when this Agreement is accepted by Lender and the parties do not intend to postpone attachment of any security interest created by this Agreement. Borrower authorizes Lender at any time and from time to time to file any financing statements that Lender deems advisable, in Lender’s sole discretion to protect or preserve Lender’s rights in the Collateral. To the extent permitted by law, Borrower waives any rights Borrower may have to receive a copy of any financing statement registered in respect of the Collateral. If Borrower is a resident of the Province of Quebec, Lender may register an application for registration (Form RH) at the Register of Personal and Movable Real Rights (Quebec) in respect of the hypothec granted above.

  1. Valuation and Additional Collateral – Standard LTV Loan

THIS SECTION 12 DOES NOT APPLY TO A BORROWER WHO HAS OPTED TO ENTER INTO A CUSTOM LTV LOAN. SUCH CUSTOM LTV LOAN BORROWER SHOULD REFER TO SCHEDULE “C” (CUSTOM LTV LOAN TERMS) ATTACHED HERETO.

Upon notice by Lender to Borrower, which notice may be by email or other electronic communication, that a Standard Triggering Event has occurred, Borrower shall immediately deposit additional digital assets into the Collateral Wallet (the “Additional Collateral”) in such an amount as necessary to establish an LTV Ratio equal to or less than the Standard Target LTV. Any Additional Collateral deposited by Borrower pursuant to a Standard Triggering Event must be the same kind of digital asset as the Initial Collateral.

Notwithstanding anything to the contrary, no Additional Collateral shall be deemed received or shall impact the LTV Ratio of Borrower's Loan until such Additional Collateral is confirmed received by Lender and credited to Borrower’s Collateral Wallet. For the purposes of this Agreement: “Collateral Market Value” is the market value of the digital assets held in the Collateral Wallet as determined by Lender in its sole discretion. For the purposes of calculating the Collateral Market Value, Lender may take into account or disregard, in its sole discretion, the value of any new digital assets held in the Collateral Wallet created as the result of a fork or similar event. Lender will determine the Collateral Market Value in United States Dollars, including for the purpose of determining whether a Standard Triggering Event has occurred. “LTV Ratio” means at any time, the ratio of the (i) aggregate Outstanding Loan Balance, to the (ii) Collateral Market Value. “Liquidation LTV” means eighty percent (80%). “Standard Target LTV” means fifty percent (50%). “Standard Margin Call LTV” means seventy percent (70%). “Standard Triggering Event” means the occurrence of the LTV Ratio exceeding the Standard Margin Call LTV.

  1. Default

It is an event of default under this Agreement if any of the following occurs (each, an “Event of Default”): (i) Borrower fails to pay any amount owing under this Agreement when due; (ii) Borrower fails to observe or perform any term, condition, warranty, representation or covenant under this Agreement or any other present or future agreement Borrower has entered into with Lender; (iii) A Standard Trigger Event or Custom Triggering Event occurs, as applicable, and Borrower fails to deposit Additional Collateral as required herein; (iv) The LTV Ratio of Borrower’s Loan exceeds the Liquidation LTV; (v) Borrower becomes insolvent, commit an act of bankruptcy, is the subject of a receiving order or make an assignment for the benefit of creditors, or Borrower dies; (vi) Any information provided by Borrower to Lender is or becomes false or misleading in any respect; (vii) The Collateral is transferred, sold, disposed of, confiscated, lost, seized, destroyed, or becomes subject to any lien, encumbrance, mortgage, hypothec, or claim other than Lender’s security interest granted under this Agreement; or (viii) There is a general suspension in the purchase, sale or ownership of digital assets, including any Collateral, by a federal, provincial or state governmental authority in Canada or the United States, or a suspension in the purchase, sale or ownership digital assets on at least two (2) major Canadian exchanges or three (3) major international exchanges, with such disruption lasting at least five (5) days or any such threatened suspension.

  1. Remedies

Upon the occurrence of an Event of Default, subject to any notice or other requirements under applicable law, Borrower’s Outstanding Loan Balance shall immediately become due and payable and Lender may proceed to enforce payment and to exercise, successively or concurrently, any or all rights and remedies available to Lender as a secured creditor.

Without limiting the generality of the foregoing, and subject to applicable law, Lender may (i) take immediate possession of the Collateral and liquidate the Collateral, in whole or in part by selling the Collateral on a recognized market exchange or through Lender’s regular arm’s-length over-the-counter trading counterparty at prevailing market prices; (ii) deduct Lender expenses (including reasonable legal expenses on a full indemnity or solicitor and client basis) incurred in repossessing, holding, converting and disposing of the Collateral from the proceeds of disposition; (iii) demand payment of any deficiency which exists after the net proceeds of disposition are credited against Borrower’s Outstanding Loan Balance; and (iv) exercise any other right or remedy available to Lender at law.

  1. Borrower’s Representations, Warranties and Covenants

Borrower represents, warrants and covenants that:

(i) Borrower will notify Lender in writing before changing Borrower's name, mailing address or email address.

(ii) Borrower has not violated and will not violate any anti-terrorism, money laundering or sanctions laws of Canada, United States of America, or any other jurisdictions and have not engaged in nor have conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding such laws.

(iii) None of the Collateral represents proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), or similar laws of any other jurisdictions. The Collateral (a) is not derived from nor relates to any activity that is deemed criminal under the laws of Canada, United States of America, or any other jurisdictions and (b) is not being tendered by or on behalf of a person who has not been identified to Lender.

(iv) Borrower will use the proceeds of the loan solely for lawful purposes.

(v) All information Borrower provides to Lender in Borrower's loan application or otherwise, is true, complete and correct.

(vi) Borrower will not sell or transfer any interest in the Collateral and will ensure that the Collateral remains free and clear of all liens, charges and encumbrances, except for Lender’s security interest or hypothec, as applicable. If Borrower does not remove any liens and encumbrances, or obtain a release, Lender may do so and Borrower will be charged for, and immediately pay Lender for same, along with any reasonable legal fees and disbursements Lender incurs on a full indemnity or solicitor and client basis.

(vii) Borrower agrees to comply with the following additional terms and conditions, which are incorporated herein by reference: (a) the Terms of Service: https://ledn.io/legal/en/terms-of-service; (b) the Privacy Policy: https://ledn.io/legal/en/privacy-policy; (c) the Digital Asset Savings Terms: https://ledn.io/legal/en/savings-account-terms; and if applicable, (d) the U.S. Legacy Digital Asset Savings Terms: https://ledn.io/legal/en/us-legacy-savings-account-terms.

IF BORROWER DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF ANY OF THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN IS INACCURATE AS APPLIED TO BORROWER, BORROWER MUST NOT ENTER INTO THIS AGREEMENT AND MUST CONTACT LENDER AT SUPPORT@LEDN.IO.

  1. Performance of Borrower's Obligations

Without limiting or affecting any of Lender’s rights and remedies under this Agreement, if Borrower fails to perform any of its obligations, Lender may, but does not have to, perform such obligations on Borrower's behalf, in which case Borrower agrees to reimburse Lender for reasonable costs and expenses incurred in connection with such performance.

  1. Lender Appointed Attorney

Borrower appoints Lender as Borrower's true and lawful attorney, with full authority in Borrower's place and stead and in Borrower's name to take any action and to execute any instrument that Lender may deem necessary or advisable to accomplish the purposes of this Agreement, but Lender shall not be obligated to and shall have no liability to Borrower or any third party for failure to do so or take action. This power of attorney is irrevocable and is coupled with an interest (not applicable if this Agreement is governed by the laws of the Province of Quebec), and survives, and does not terminate upon, the bankruptcy or insolvency of the Borrower. This power of attorney extends to and is binding upon Borrower's heirs and executors (provided that if this Agreement is governed by the laws of the Province of Quebec, in accordance with Article 2175 of the Civil Code of Québec, this power of attorney will terminate upon the death of the Borrower save for any liability of the heirs pursuant to Article 2162 of the Civil Code of Québec). Borrower authorizes Lender to delegate in writing to another person any of Lender’s power and authority under this power of attorney as may be necessary or desirable in Lender’s opinion, and to revoke or suspend such delegation. Borrower agrees to execute and deliver any document required by Lender to accomplish the purposes of this Section.

  1. Further Assurances

Borrower will do all acts and things and execute and deliver, or cause to be executed and delivered, all agreements, documents and instruments that Lender may require and take all further steps relating to the Loan, Collateral and this Agreement as Lender may require, acting reasonably.

  1. Cost of Collection

To the extent permitted by applicable law, Borrower agrees to pay all reasonable charges in respect of legal costs incurred in collecting or attempting to collect a payment and all reasonable charges in respect of costs, including legal costs, incurred in realizing on the Collateral or protecting the Collateral after default.

  1. Termination

This Agreement shall terminate upon Borrower’s payment in full of the Outstanding Loan Balance and Borrower’s performance of all obligations under this Agreement (the “Termination Date”). At such time, Lender’s only obligation shall be to direct the Custodian, within five (5) business days of the Termination Date, to transfer the remaining Collateral to the Borrower at such wallet address(es) (the “Return Address”) to be provided by the Borrower to the Lender, and to discharge any Financing Statements filed by Lender against Borrower with respect to the Collateral, or if applicable, any registration made at the Quebec Register of Personal and Movable Real Rights with respect to the hypothec on the Collateral. Notwithstanding anything to the contrary, Borrower understands and agrees that it may take more than five (5) business days from the Termination Date for Borrower to actually receive such Collateral. In the event that the details regarding the Return Address which Borrower provides are inaccurate, incomplete or misleading, Borrower's digital assets may be permanently lost and Lender shall not be liable in any way for such loss.

  1. General

This Agreement is the entire agreement between Lender and Borrower in respect of the subject matter contained herein. This Agreement supersedes all prior and contemporaneous understandings, agreements or representations, both oral or written, between the parties, except that any promises or consents Borrower has made in Borrower's application for this Loan continue to apply. BORROWER ACKNOWLEDGES AND AGREES THAT BORROWER DOES NOT RELY UPON OR REGARD AS MATERIAL ANY UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS NOT SPECIFICALLY INCORPORATED INTO AND MADE PART OF THIS AGREEMENT.

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable by a court in any jurisdiction, then such provision will be deemed severable in such jurisdiction and will not affect the validity or enforceability of any remaining provisions in this Agreement nor invalidate or render unenforceable such severed provision in any other jurisdiction. A waiver of default by Lender will not operate as a waiver of future defaults.

This Agreement shall apply to and bind Borrower, Borrower's heirs, executors, liquidators and administrators and shall inure to the benefit of and be enforced by Lender and its successors and assigns. Every divisible obligation of the Borrower must be performed in its entirety by each heir, executor, liquidator or administrator of the Borrower to the same extent as if it were indivisible.

Borrower cannot assign this Agreement, in whole or in part. Lender may assign this Agreement, in whole or in part, at any time without notice to Borrower. Headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”.

  1. Waiver

If Lender accepts a late or partial payment or delay enforcement of Lender’s rights on any occasion, such acceptance or delay shall not constitute a waiver by Lender of its rights under this Agreement and all amounts and obligations owing under this Agreement shall continue to become payable when due.

  1. Notices

Any notice required or otherwise given to Lender or Borrower shall be in writing and provided to the applicable email or physical address set out in the applicable Disclosure Table of this Agreement. Either Lender or Borrower may change such addresses from time to time by providing written notice. Any notice provided under this Agreement shall be deemed to be provided on the earlier of: (i) the time of transmission, in the case of a notice sent in electronic form; (ii) the following day after a notice is sent by prepaid courier or express mail by overnight delivery; or (iii) four (4) days from the date posted if sent by regular mail.

  1. Amendment

No alteration, amendment, or modification of any provision of this Agreement shall be effective unless given in writing and agreed to by Lender and Borrower. Notwithstanding the foregoing, Lender may make any change or correction in this Agreement which is of a typographical nature or is required to cure or correct any ambiguity, defective or inconsistent provision, clerical omission, mistake or manifest error contained in this Agreement, or which is required in order to protect Lender’s security interest in, or hypothec on, the Collateral.

  1. Governing Law

If Borrower resides in Canada, this Agreement will be governed by the laws of the province where Borrower resides as set out in the applicable Disclosure Table herein and the federal laws of Canada applicable therein. Subject to applicable law, if Borrower resides anywhere else, this Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

  1. Judgment Currency

If for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement it becomes necessary for Lender to convert into the currency of such jurisdiction (“Judgment Currency”) any amount due to Lender by Borrower from any currency other than the Judgment Currency, the conversion shall be made at such exchange rate to be determined by Lender in its sole discretion, acting reasonably, prevailing on the business day before the day on which judgment is given. In the event that there is a change in such exchange rate prevailing between the business day before the day on which the judgment is given and the actual date of payment of the amount due, Borrower will on the date of payment, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount paid on such date is the amount in the Judgment Currency which when converted at such exchange rate prevailing on the date of payment is the amount then due under this Agreement in such other currency. Any additional amount due by Borrower under this Agreement will be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Agreement.

  1. Language Clause

The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.


SCHEDULE “A”

QUEBEC BORROWER DISCLOSURE TABLE

CONTRACT FOR THE LOAN OF MONEY

(CONSUMER PROTECTION ACT (QUEBEC), S. 115)

QUEBEC INFORMATION BOX - CONTRACT FOR THE LOAN OF MONEY Net capital paid in one installment (Consumer Protection Act, section 115)
Net capital USD$ {{loanAmount}}
Credit rate* {{annualInterestRate}} %; Simple interest is calculated daily. The interest rate is fixed.
Term of contract {{term}} months
Date on which credit charges begin to accrue or how that date is determined (dd/mm/yyyy) {{fundingDate}}
Payments* USD$ {{totalObligation}}; {{paymentSchedule}} (One payment equal to the Total Obligation due on the Maturity Date)
Loan ID {{loanId}}
Date {{fundingDate}}
Place At the Borrower’s Address indicated below
Lender Ledn Hodl I LP
Lender’s Address 225 King Street West, Suite 1000, Toronto, Ontario, Canada M5V 3M2
Lender’s Website https://ledn.io/
Borrower’s Full Name {{borrowerFullName}}
Borrower’s Address {{borrowerAddress}}
Borrower’s E-mail {{borrowerEmail}}
Borrower’s Telephone {{borrowerTelephone}}
Borrower’s Date of Birth
Net Capital USD$ {{loanAmount}}
Interest Rate* {{annualInterestRate}} %; Simple interest is calculated daily. The interest rate is fixed.
Interest * USD$ {{interestAmount}}
Other components of credit charges * The administration fee for this Loan is USD$ {{loanAdministrationFee}}. For a Standard LTV Loan, the administration fee is calculated as the greater of USD$ {{minimumAdministrationFee}} or {{administrationFeeRate}} of the Loan Amount. For a Custom LTV Loan, the administration fee is calculated as the greater of USD$ {{minimumAdministrationFee}} or {{administrationFeeRateCustom}} of the Loan Amount.
Total of credit charges for the term of the loan * USD$ {{totalCostOfCredit}}
Credit Rate * {{annualPercentageRate}} %
Total Cost of Credit * USD$ {{totalCostOfCredit}}
Total Obligation * USD$ {{totalObligation}}
Date on which credit charges begin to accrue (dd/mm/yyyy) {{fundingDate}}
Term of contract {{term}} months
Maturity Date (dd/mm/yyyy) {{maturityDate}}
Payment Schedule * The total obligation of the Borrower is payable at the address of the Lender set forth above in one deferred payment of USD$ {{totalObligation}} on the Maturity Date.
Initial Collateral {{initialCollateral}} BTC
Collateral Wallet Address As shown on the platform at platform.ledn.io
Standard Target LTV 50%
Standard Margin Call LTV 70%
Liquidation LTV 80%
Custom Target LTV {{customTargetLtv}}% (Only applicable to a Custom LTV Loan)
Custom Margin Call LTV {{customMarginCall}}% (Only applicable to a Custom LTV Loan)

The Lender performs the Lender’s principal obligation when entering into this contract.

*For a Custom LTV Loan, this rate or amount is subject to change pursuant to a Reversion Event as outlined in Section 12.1 of Schedule “C” attached hereto.

SCHEDULE “B”

TRUTH IN LENDING ACT DISCLOSURE STATEMENT

ANNUAL PERCENTAGE RATE* FINANCE CHARGE* Amount Financed Total of Payments*
The cost of Borrower's credit as a yearly rate The dollar amount the credit will cost Borrower The amount of credit provided to Borrower or on Borrower's behalf The amount Borrower will have paid when Borrower have made all payments
{{annualPercentageRate}} % USD$ {{totalCostOfCredit}} USD$ {{loanAmount}} USD$ {{totalObligation}}

*For a Custom LTV Loan, this rate or amount is subject to change pursuant to a Reversion Event as outlined in Section 12.1 of Schedule “C” attached hereto.

Borrower’s payment schedule will be:

Number of payments Amount of Payment* When Payment is Due*
{{paymentSchedule}} $USD {{totalObligation}} {{maturityDate}}

*For a Custom LTV Loan, this rate or amount is subject to change pursuant to a Reversion Event as outlined in Section 12.1 of Schedule “C” attached hereto.

Security: Borrower is giving a security interest in the following collateral:

{{initialCollateral}} BTC

Late charges: If Borrower's payment arrives more than 10 days after the date on which it is due and Borrower was not residing in Florida when Borrower executed the Agreement, Borrower may be charged a late fee equal to the greater of 2% of the past due payment or $25. If Borrower's payment arrives more than 10 days after the date on it is due and Borrower was residing in Florida when Borrower executed the Agreement, Borrower may be charged a late fee equal to $15.

Prepayment policy: Borrower may prepay the outstanding principal and all accrued and unpaid interest thereon at the rate expressed herein without penalty. Borrower will not be entitled to a refund of any part of the finance charge. Borrower should review Borrower’s USD Loan Agreement for any additional information about nonpayment, default, any required repayment in full before the scheduled date, collateral and termination matters.

Itemization of the Amount Financed of USD$ {{loanAmount}}

1. Amount given to Borrower directly: {{amountGivenDirectly}}
2. Amount paid on Borrower's account: {{amountPaidOnAccount}}
3. Amount paid to others on Borrower's behalf: None
4. Administration Fee * USD$ {{loanAdministrationFee}}
5. Prepaid Finance Charge * -USD$ {{loanAdministrationFee}}
Total USD$ {{loanAmount}}

*For a Custom LTV Loan, this rate or amount is subject to change pursuant to a Reversion Event as outlined in Section 12.1 of Schedule “C” attached hereto.

State and Federal Disclosures

Florida Residents: If, in the Truth in Lending Act Disclosure Statement above, the Amount Financed is $25,000 or less and the Annual Percentage Rate is 18% or more, then this loan is made pursuant to the Florida Consumer Finance Act.

Military Lending Act: The Military Lending Act provides protections for certain members of the United States Armed Forces and their dependents (“Covered Borrowers”). The provisions of this section apply to Covered Borrowers. United States federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36%. This rate must include, as applicable to the credit transaction or account: (a) the costs associated with credit insurance premiums; (b) fees for ancillary products sold in connection with the credit transaction; (c) any application fee charged (other than certain application fees for specified credit transactions or accounts); and (d) any participation fee charged (other than certain participation fees for a credit card account). Before signing this Agreement, in order to hear important disclosures and payment information about this Agreement, Borrower may call +1-437-290-4040 ext. 103.

SCHEDULE “C”

CUSTOM LTV LOAN TERMS

  1. Valuation and Additional Collateral - Custom LTV Loan

Upon notice by Lender to Borrower, which notice may be by email or other electronic communication, that a Custom Triggering Event has occurred, Borrower shall within five (5) calendar days deposit additional digital assets into the Collateral Wallet (the “Additional Collateral”) in such an amount as necessary to establish an LTV Ratio equal to or less than the Custom Target LTV. Any Additional Collateral deposited by Borrower pursuant to a Custom Triggering Event must be the same kind of digital asset as the Initial Collateral.

Notwithstanding anything to the contrary, no Additional Collateral shall be deemed received or shall impact the LTV Ratio of Borrower's Loan until such Additional Collateral is confirmed received by Lender and credited to Borrower's Collateral Wallet. For the purposes of this Agreement: “Collateral Market Value” is the market value of the digital assets held in the Collateral Wallet as determined by Lender in its sole discretion. For the purposes of calculating the Collateral Market Value, Lender may take into account or disregard, in its sole discretion, the value of any new digital assets held in the Collateral Wallet created as the result of a fork or similar event. Lender will determine the Collateral Market Value in United States Dollars, including for the purpose of determining whether a Custom Triggering Event has occurred. “LTV Ratio” means at any time, the ratio of the (i) aggregate Outstanding Loan Balance, to the (ii) Collateral Market Value. “Custom Target LTV” and “Custom Margin Call LTV” means the percentages set out in the applicable Disclosure Table of this Agreement. “Custom Triggering Event” means the occurrence of the LTV Ratio exceeding the Custom Margin Call LTV.

12.1 Reversion Event

In the event that Borrower fails to deposit Additional Collateral in such an amount necessary to establish an LTV Ratio equal to or less than the Custom Target LTV within five (5) calendar days of the Custom Triggering Event as set out above in Section 12, a “Reversion Event” will occur. Upon the occurrence of a Reversion Event, the following shall immediately apply to Borrower's Loan:

(a) Borrower’s Loan will no longer be considered a Custom LTV Loan for the purposes of this Agreement and this Agreement shall be read as if Borrower had entered into a Standard LTV Loan. For greater certainty, other than this Section 12.1 of this Schedule “C” which will continue to apply, this Agreement shall be read without giving any effect to Schedule “C”;

(b) The Administration Fee applicable to this Loan shall be such fee applicable to a Standard LTV Loan; and

(c) The Annual Interest Rate applicable to this Loan as set out in the applicable Disclosure Table of this Agreement shall be the Blended Interest Rate (as defined below). For greater certainty, the Blended Interest Rate shall be deemed to be the interest rate applicable to this Loan for the entire Term of the Loan.

In this Agreement, “Blended Interest Rate” shall mean the interest rate calculated in accordance with the following formula:

rblend = r20 * (trev - t0) + rstd * (tend - trev) ] / 365

where:

r20 = Annual Interest Rate applicable to Custom LTV Loan

rblend = Blended Interest Rate

rstd = Then effective posted annual interest rate of the Standard LTV Loan available on the Ledn platform

t0 = Loan Effective Date

tend = Loan Maturity Date

trev = Date of the Reversion Event