# Loan Product Terms

### 1. Overview

These Loan Product Terms set forth the standard terms and conditions governing loans of Digital Currency originated through the August platform. Individual loan parameters (size, rate, LTV, recall period, and maturity) are agreed between Lender and Borrower prior to loan origination and confirmed in writing. These terms provide the operational and legal framework within which each loan is administered.

### 2. Loan Terms

Loans originated on the platform may take one of the following structures:

<table data-header-hidden><thead><tr><th valign="top"></th><th valign="top"></th></tr></thead><tbody><tr><td valign="top">Loan Type</td><td valign="top">Description</td></tr><tr><td valign="top">Open Loan</td><td valign="top">No maturity date. Borrower has a Prepayment Option and Lender has a Call Option.</td></tr><tr><td valign="top">Fixed Term Loan</td><td valign="top">Pre-determined maturity date. Borrower does not have a Prepayment Option and Lender does not have a Call Option.</td></tr><tr><td valign="top">Term + Call Option</td><td valign="top">Pre-determined maturity date with Lender retaining a Call Option to demand repayment at any time.</td></tr><tr><td valign="top">Term + Prepayment</td><td valign="top">Pre-determined maturity date with Borrower retaining a Prepayment Option to repay early without penalty.</td></tr></tbody></table>

### 3. Loan Economics

The following economic parameters are agreed between Lender and Borrower in writing prior to each loan origination:

* Loan Size - The principal amount of Digital Currency or U.S. Dollars to be lent
* Loan Fee (Rate) - The financing fee payable by Borrower, accruing daily and payable monthly in arrears
* Initial LTV / Collateral Ratio - The ratio of Loaned Assets to Collateral required at origination
* Margin Call LTV - The threshold at which additional collateral is required
* Recall Period - The timeframe within which Borrower must return Loaned Assets upon a Call Option exercise
* Maturity Date - For term loans, the date upon which the loan becomes due in full

The minimum Loan Fee for any loan is the fee that would accrue for one day. Loan Fees are calculated daily and provided to Borrower via the platform interface.

### 4. Additional Fees

<table data-header-hidden><thead><tr><th valign="top">Fee</th><th valign="top"></th></tr></thead><tbody><tr><td valign="top">Fee</td><td valign="top">Terms</td></tr><tr><td valign="top">Origination Fee</td><td valign="top">May apply to certain loans, payable at the time collateral is delivered. Amount and currency specified per loan.</td></tr><tr><td valign="top">Late Fee</td><td valign="top">1% annualized (calculated daily) on all outstanding Loaned Assets and Loan Fees for each calendar day past the repayment date.</td></tr><tr><td valign="top">Early Termination Fee</td><td valign="top">For Fixed Term Loans and Term Loans with Call Options: 20% of the Loan Fee that would have accrued from repayment date through Maturity Date. Does not apply to Prepayment Option exercises or Lender Call Option exercises.</td></tr><tr><td valign="top">Liquidation Penalty</td><td valign="top">An additional 2% penalty charge applies in the event of full liquidation of the collateral position.</td></tr></tbody></table>

All fees are payable in the same currency as the Loaned Assets unless otherwise agreed. Upon an Event of Default, all outstanding fees become immediately due and payable.

### 6. Margin Calls and Liquidations

Lender marks collateral to market daily using the agreed reference price. The margin call and liquidation mechanics operate as follows:

<table data-header-hidden><thead><tr><th valign="top"></th><th valign="top"></th></tr></thead><tbody><tr><td valign="top">Trigger</td><td valign="top">Action</td></tr><tr><td valign="top">Health Factor &#x3C; 1.07</td><td valign="top">Borrower receives notification and must immediately top up collateral to avoid partial liquidation.</td></tr><tr><td valign="top">Health Factor reaches 1.03</td><td valign="top">Partial liquidations begin automatically to restore the position to a Health Factor of 1.1.</td></tr><tr><td valign="top">Full Liquidation</td><td valign="top">If the position is fully liquidated, an additional 2% penalty charge applies. Failure to provide Additional Collateral may constitute an Event of Default.</td></tr></tbody></table>

Borrower’s obligations continue regardless of whether Lender has requested Additional Collateral.

### 7. Loan Recall

For Term Loans with a Call Option and Open Loans, Lender may demand repayment of a portion or the entirety of the Loan Balance at any time during Business Hours on any Business Day. Upon exercise of the Call Option:

* Lender notifies Borrower by email of the recall and the Recall Amount.
* Borrower must deliver the Recall Amount by Close of Business on the first Business Day after the Recall Request Day (24-hour callback, unless otherwise agreed).
* Partial recalls are permitted. The remaining portion is due on the earlier of the Maturity Date or a subsequent Recall Delivery Day.

### 8. Events of Default

The following constitute Events of Default:

1. Failure to return Loaned Assets upon loan termination (1 Business Day cure period after notice)
2. Failure to pay Loan Fees, Late Fees, or Early Termination Fees when due (10 day cure period after notice)
3. Failure to transfer Collateral or Additional Collateral as required (10 Business Day cure period after notice)
4. Material default in performance of any obligation under these terms (10 Business Day cure period after notice)
5. Bankruptcy, insolvency, reorganization, or liquidation proceedings (15 day dismissal period for involuntary proceedings)
6. Any material representation or warranty proving incorrect (10 Business Day cure period after notice)

### 9. Remedies upon Default

Upon an Event of Default by Borrower, Lender may, upon written notice:

* Declare the entire Loan Balance immediately due and payable
* Terminate the loan upon notice to Borrower
* Transfer Collateral to satisfy any outstanding obligations, including purchasing replacement Digital Currency
* Set off amounts payable against the Collateral
* Exercise all other rights and remedies available under applicable law, including rights of a secured creditor

Where the cost of replacement Digital Currency exceeds the Collateral, Borrower is liable for the excess plus interest at 10%. All remedies survive termination of the loan and return of Loaned Assets or Collateral.

### 10. Loan Termination

A loan will terminate upon the earliest of:

1. The Maturity Date
2. Repayment of the Loan Balance by Borrower prior to Maturity
3. The occurrence of an Event of Default (subject to Lender’s right to waive)
4. A determination by Lender that the Loaned Assets risk being classified as a security, swap, derivative, or similarly-regulated instrument, or becoming subject to materially impactful regulation

Upon termination, all Loaned Assets must be returned immediately and all outstanding fees become immediately payable. Lender shall return Collateral within five (5) Business Days of receiving repayment.

### 11. Governing Law and Dispute Resolution

These terms are governed by the laws of the British Virgin Islands. Any dispute arising out of or relating to a loan shall be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures. One arbitrator shall be chosen by JAMS, costs are shared equally, and proceedings may continue in the absence of any party with proper notice.

### 12. Confidentiality

All information exchanged in connection with a loan is confidential. Each party shall restrict access to its representatives on a need-to-know basis. Confidentiality obligations survive for three (3) years from the date of the applicable agreement, subject to standard exceptions for public information, prior possession, independent development, and legally compelled disclosure.
