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USDC Loan Agreement

  1. Disclosure Schedule

    Effective Date
    Loan ID
    Borrower’s Full Name
    Borrower’s Address
    Borrower’s E-mail
    Borrower’s Telephone
    Loan Denomination USD Coin / USDC
    Loan Amount $ __________USDC
    Loan Administration Fee $ __________USDC (the greater of {{minimumAdministrationFee}} USDC or {{administrationFeeRate}} of the Loan Amount)
    Funding Date (dd/mm/yyyy)
    Annual Interest Rate ____% (Simple interest is calculated daily.)
    Annual Percentage Rate ____%
    Total Cost of Credit $ __________USDC
    Total Obligation $ __________USDC
    Payment Schedule One payment equal to the Total Obligation due on the Maturity Date
    Term 12 months
    Maturity Date
    Initial Collateral ____BTC
    Bitcoin Deposit Address As shown on the platform at
  2. The Lender

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

  3. The Loan

    This Agreement is an offer by you to us to be bound by this Agreement and will not come into force or be binding on us until we accept it, as evidenced by payment of the Loan Amount to you or as directed by you. We have no obligations to you until we accept this Agreement and can notify you at any time before acceptance that this Agreement is terminated. We will not accept this Agreement until all conditions have been satisfied in our sole discretion.

  4. Repayment

    You promise to pay the Total Obligation and any other amounts that may become due under this Agreement until all amounts owing have been repaid in full in accordance with the Payment Schedule set out on the first page 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 you make your payments when due and do 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 on the first page of this Agreement before, on and after demand, default, maturity, and judgement. Interest is not compounded. We will apply all payments received first to the cost of borrowing, then the remainder, if any, to reduce the principal amount. You agree that our internal records shall, absent manifest error, serve for all purposes as conclusive evidence of the outstanding indebtedness, including the principal balance of the loan, as well as the amount of interest, fees and charges that may be owed to us at any time. The amounts you owe under this Agreement are payable unconditionally and without deduction and cannot be withheld or subjected to any defence or set-off by you for any reason.

  5. Prepayments

    You may prepay the outstanding principal amount at any time without penalty, charge or bonus. Any amounts so repaid may not be reborrowed. If you prepay the full amount of the outstanding principal balance, you may be entitled, depending on the jurisdiction of your residence, to a refund of any non-interest finance charges paid under this Agreement that form part of the cost of borrowing. 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 of the Loan, and "M" is the length of the period between the time the charge was imposed and the time of the prepayment. Partial prepayments will be applied to the outstanding balance and will reduce the amount owing on the Maturity Date.

  6. Currency

    All amounts expressed in this Agreement are in USDC, unless otherwise stated. The Loan Amount will be disbursed to you in USDC, and once disbursed to you may be converted by you or at your request and all amounts owing must be repaid in USDC, unless otherwise agreed to between you and us. If we do advance the Loan Amount or if you do repay any amounts owing under this Agreement in a currency, including a virtual currency, that is a different currency, we will convert the amount at the applicable exchange rate then in effect on any of our payment processor platforms. We do not charge a conversion fee but we may earn money on the difference between the buying and selling prices of currency or digital assets. You understand and acknowledge that USDC is not legal tender and is not backed by any government. Depending on the jurisdiction of your residence, statutory protections afforded to borrowers or debtors may not apply to you pursuant to this Agreement.

  7. Maximum Rate of Interest

    Notwithstanding any other provisions of this Agreement, if the amount of any interest, premium, fees or other monies or any rate of interest stipulated for, taken, reserved or extracted under this Agreement would contravene the provisions of any usury law, including section 347 of the Criminal Code (Canada) or any successor or similar law governing or in any way applicable to this Agreement or would exceed the amounts which we are legally entitled to charge and receive under any applicable law, then such amount or rate of interest shall be reduced to such maximum amount as would not contravene such provision or not impose on us any obligation to obtain any license or registration; and to the extent that any excess has been charged or received by us, we shall apply such excess against the outstanding principal balance owing and refund any further excess amount.

  8. Payment Failure

    You agree that we may assess a fee (an "NSF Fee") of twenty dollars ($20.00) if any attempted payment made by you 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 us. The NSF Fee constitutes a service charge for the expense that would be incurred by us for administrative purposes. The amount of any NSF Fee will be added to the balance due and is payable immediately on demand.

  9. Automatic Renewals

    Unless an Event of Default has occurred or all outstanding indebtedness has been repaid in full by you, we may renew this Agreement at the end of the Term. If we choose to renew this Agreement, we will provide you with written notice at least sixty days before the Maturity Date advising you of the details of the renewed loan, including the new term, new loan amount, new annual interest rate, and any other disclosures required by law. The notice will also state that this Agreement will automatically renew unless we receive written notice from you at least thirty days before the Maturity Date that the Agreement should not be renewed and you will repay the loan in full on the Maturity Date.

  10. Collateral

    We will not advance any funds until you have transferred the Initial Collateral described on the first page of this agreement into the "Collateral Wallet", which means our digital asset wallet address at the Custodian at the Bitcoin Deposit Address, or any other wallet address to which we may direct you to transfer the Collateral. The "Custodian" is BitGo Trust Company, Inc., a trust company formed under the laws of South Dakota, or any other custodian that we appoint as custodian over the Collateral. We may change the location of the Collateral Wallet or the Custodian without prior notice to you. You agree that we may, for our own account, pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer, invest or use, from time to time, without notice to you, either separately or in common with other digital assets, any or all of the Collateral and that we may do so without retaining in our possession or control for delivery, a like amount of similar digital assets. You and we agree that the holding of digital assets by us through the Custodian constitutes the use of reasonable care with respect to the custody and preservation of the Collateral, and we shall have no liability or responsibility for any matters delegated to the Custodian.

  11. Security Interest

    As security for the payment and performance of all of your obligations under this Agreement, you grant to us a continuing and unconditional first priority security interest in all of your 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 us and the parties do not intend to postpone attachment of any security interest created by this Agreement. You authorize us at any time and from time to time to file any financing statements that we deem advisable, in our sole discretion to protect or preserve our rights in the Collateral.

  12. Your Representations, Warranties and Covenants

    You represent, warrant and covenant that: (A.) You will notify us in writing before changing your name, your mailing address or your email address. (B.) You have not violated and will not violate any anti-terrorism, money laundering or sanctions laws of Canada, the United States of America, or any other jurisdiction and have not engaged in or have conspired to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate such laws. (C.) 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 other similar law of any other jurisdiction. The Collateral (i.) is not derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction and (ii.) is not being tendered by or on behalf of a person who has not been identified to us. (D) You will use the proceeds of the loan solely for lawful purposes. (E.) All information you have provided to us, in your Loan Application or otherwise, is true, complete and correct. (F.) You 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 our security interest. If you do not remove any liens and encumbrances, or obtain a release, we may do so and you will be charged for an immediately pay us for same, along with any reasonable legal fees and disbursements we incur on a full indemnity or solicitor and client basis.

  13. Valuation; Additional Collateral

    You must deposit and maintain in the Collateral Wallet sufficient digital assets to ensure that the LTV Ratio is at all times equal or less than the Target LTV Ratio. Upon notice by us to you, which notice may be by email or other electronic communication, that a Triggering Event has occurred, you shall promptly 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 Target LTV Ratio. Any Additional Collateral delivered and deposited by you pursuant to a Triggering Event must be the same kind of digital assets as the Initial Collateral. Notwithstanding anything to the contrary, no Additional Collateral shall be deemed received or shall impact the LTV Ratio until such Additional Collateral is confirmed received by us and credited to your 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 us in our sole discretion. For purposes of calculating the Collateral Market Value, we may take into account or disregard, in our sole discretion, the value of any new digital assets held in the Collateral Wallet created as the result of a fork or similar event. We will determine the Collateral Market Value in United States Dollars, including for the purpose of determining whether a Triggering Event has occurred. "LTV Ratio" means at any time, the ratio of (i) the aggregate outstanding balance on your loan, including outstanding principal, interest, fees and charges that are owed to us, to (ii) the Collateral Market Value. "Maximum LTV Ratio" means eighty percent (80%). "Target LTV Ratio" means fifty percent (50%). "Triggering LTV Ratio" means seventy percent (70%). "Triggering Event" means the occurrence of the LTV Ratio exceeding the Triggering LTV Ratio at any time.

  14. Default

    It is an event of default under this Agreement if any of the following occurs (each, an "Event of Default"): (A.) You fail to pay any amount owing under this Agreement when due. (B.) You fail to observe or perform any term, condition, warranty, representation or covenant under this Agreement or any other present or future agreement you have entered into with us. (C.) A Triggering Event occurs and you fail to deposit additional Collateral as required. (D.) The LTV Ratio exceeds the Maximum LTV Ratio. (E.) You become insolvent, commit an act of bankruptcy, are the subject of a receiving order or make an assignment for the benefit of creditors, or you die. (F.) Any information provided to us by you is or becomes false or misleading in any respect. (G.) The Collateral is transferred, sold, disposed of, confiscated, lost, seized, destroyed, or becomes subject to any lien, encumbrance, mortgage, hypothec, or claim other than our security interest granted under this Agreement; or (H.) There is a general suspension in buying, selling or owning of digital assets, including any Collateral, by Canada or United States federal or provincial or state governmental authorities or a suspension in buying, selling or owning digital assets or cryptocurrencies 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.

  15. Remedies

    Upon the occurrence of an Event of Default, subject to any notice or other requirements under applicable law, the entire unpaid balance of your loan shall immediately become due and payable and we may proceed to enforce payment and to exercise, successively or concurrently, any or all rights and remedies available to us as a secured creditor. Without limiting the generality of the foregoing, and subject to applicable law, we 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 our with through our regular arm-length over-the-counter trading counterparty at prevailing market prices; (ii) deduct our 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 all amounts owing by you under this Agreement, and (iv) exercise any other right or remedy available to us at law.

  16. Performance of your Obligations

    Without limiting or affecting any of our rights and remedies under this Agreement, if you fail to perform any of your obligations, we may, but do not have to, perform such obligations on your behalf, in which case you agree to reimburse us for our reasonable costs and expenses incurred in connection with such performance.

  17. Lender Appointed Attorney

    You appoint us as your true and lawful attorney, with full authority in your place and stead and in your name to take any action and to execute any instrument that we may deem necessary or advisable to accomplish the purposes of this Agreement, but we shall not be obligated to and shall have no liability to you or any third party for failure to do so or take action. This power of attorney is irrevocable and is coupled with an interest, and survives, and does not terminate upon, the bankruptcy or insolvency of the Borrower. This power of attorney extends to and is binding upon your heirs and executors. You authorize us to delegate in writing to another person any of our power and authority under this power of attorney as may be necessary or desirable in our opinion, and to revoke or suspend such delegation. You agree to execute and deliver any document required by us to accomplish the purposes of this Section.

  18. Privacy

    We collect, use and disclose your personal information for the purposes of: (a) verifying your identity; (b) evaluating your application; (c) meeting our legal, regulatory, security, and process requirements; (d) authorizing and processing your transactions, including administering and servicing your loan and processing payments; (e) detecting and preventing fraud; (f) enforcing your loan and collecting outstanding debts; (g) maintaining our records, including as may be required in the event of a sale all or part of our business; and (h) and otherwise with your consent, as described in our Privacy Policy, or as permitted or required by law. Personal information we collect, use and disclose for these purposes includes: name and contact information; bank account information; financial and identity information; income information; information relating to your ongoing interactions with us; Social Insurance Number, date of birth, and other personal identifiers (if you choose to provide them to us); and other information with your consent or as permitted or required by law. Social Insurance Numbers, birth dates or other identifiers, if collected, may be used to verify your identity. You authorize us and anyone acting for us (including our affiliates) to disclose your personal information to and collect your personal information from affiliates, your employer, and businesses and financial institutions with whom you have had or may have a financial relationship for the purposes described above. We may share this information with our affiliates and third party collection agencies engaged to assist in the collection of debts or to agencies that acquire debts. We may share your information with service providers who are acting on our behalf to process or store your personal information. If you have provided personal information relating to a third party, you represent that you have obtained consent from that individual to provide his/her personal information to us. For more information, or if you have any questions, you may contact our Privacy Officer at, or visit our website at for a copy of our Privacy Policy.

  19. Further Assurances

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

  20. Cost of Collection

    To the extent permitted by applicable law, you agree 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.

  21. Termination

    This Agreement shall terminate upon the payment in full of all indebtedness and performance of all obligations under this Agreement (the "Termination Date"). At such time, our 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 the Lender against Borrower with respect to the Collateral and any registration made at the Register of Personal and Movable Real Rights with respect to the hypothec on the Collateral. Notwithstanding anything to the contrary, you understand and agree that it may take more than five (5) business days from the Termination Date for you to actually receive such Collateral. In the event that the details regarding the Return Address which you provide are inaccurate, incomplete or misleading, your digital assets may be permanently lost and we shall not be liable in any way for such loss.

  22. General

    This Agreement is the entire agreement between you and us in respect of the subject matter contained in it. It supersedes all other agreements or representations, oral or written, between us, past or present, except that any promises or consents you made in your application for this loan continue to apply. If any part of this Agreement is found to be unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then, within such jurisdiction, that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions. A waiver of default by us will not operate as a waiver of future defaults. This Agreement shall apply to and bind you, your heirs, executors, liquidators and administrators and shall inure to the benefit of and be enforced by us and our successors and assigns. You cannot assign this Agreement, in whole or in part. We may assign this Loan Agreement, in whole or in part, at any time without notice to you. 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".

  23. Waiver

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

  24. Notices

    Any notice required or otherwise given to you or us shall be in writing and provided to the applicable email or physical address set out on the first page of this Agreement. Either you or we 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 to occur 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.

  25. Amendment

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

  26. Governing Law

    If you reside in Canada, this Agreement will be governed by the laws of the province where you reside as set out on the first page of this Agreement and the federal laws of Canada applicable in such Province. If you reside anywhere else, this Agreement will be governed by the laws of the Province of Ontario, and the federal laws of Canada applicable therein.

  27. Judgment Currency

    If for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement it becomes necessary for us to convert into the currency of such jurisdiction (in this Section called the "Judgment Currency") any amount due to us by you in any currency other than the Judgment Currency, the conversion shall be made at such exchange rate to be determined by us in our 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, you 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 you under this Section 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.

  28. 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.