ChainFi,IncLoanandSecurityAgreement
TruthinLendingAct Disclosure
Date:08/03/26
BORROWER:LENDER:
USDigitalMining&HostingCo 1200 West Platt Street Suite 100 Tampa, FL, 33606, US
LoanID:100178075293 8745
CHAINFI,INC
595Broadway,Floor4 NewYork, NY,10012
Please note that signing this loan document will VOID the previously signed loan agreement (with Loan ID: 1001 7807 5293 8172) effective as of the date of signing this document. This loan agreement will be the source of truth for all purposes. The “Appendix for Loan Calculations Ledger” shows the ledger of repaying the first loan ID and disbursing the second loan ID.
YOURLOANIS:
AmortizedLoan–Regularpaymentsofprincipalandinterestthroughouttheloanterm.
| ANNUAL PERCENTAGE RATE | FINANCE CHARGE | AMOUNT FINANCED | TOTAL OF PAYMENTS |
| Thecostofyourcredit as a yearly rate. | Thedollaramount thecreditwillcost you | The amount of credit providedtoBorrower or on Borrower’s behalf, less origination fee. | The amount you will have paid after you havemadeallpayments as scheduled. |
| 2.00% | $30,211.89 | $18,127,131.88 | $18,157,343.77 |
YOURPAYMENTSCHEDULEWILLBE
| NUMBEROF PAYMENTS | AMOUNTOF PAYMENTS | WHENPAYMENTSAREDUE |
| 1 | $18,157,343.77 | Monthlypayment beginning 09/02/26 |
ChainFi,IncLoanandSecurityAgreementTemplate
PLEASE CHECK THE DISCLOSURES UNDER SECTION 20 BELOW, AS CERTAIN TERMS OF THIS AGREEMENT MAY BE DIFFERENT BASED ON YOUR JURISDICTION.
OriginationFee:
Youwillbecharged0%oftheTotalLoanAmountupfront.ThisFeeisfullyearnedandnonrefundableby Lenderonthedateitiscollected,andwillbedeductedfromyourTotalLoanAmount,sotheloanproceeds delivered to you will be less than the Total Loan Amount.
Prepayment:
Ifyoupaytheloanoffearly,youwillnothavetopayapenalty.Youmayprepayyourentireorpartialloan. If you prepay your principal partially, your monthly interest amounts will be recalculated assuming the original loan duration.
Security:
Youaregivingasecurityinterestinthefollowingcollateral:307.0003BTC(e)1.
See your contract documents for any additional information about nonpayment, default, any required payment in full before the scheduled date and prepayment refunds and penalties.
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ChainFi,IncLoanandSecurityAgreementTemplate
1(e) meansanestimate.
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ChainFi,IncLoanandSecurityAgreementTemplate
ITEMIZATIONOFAMOUNTFINANCED
| Amountpaiddirectlytoyou | +$0.00 |
| Amountpaidtoyour account | +$18,127,131.88 |
| Amountspaidtoothersonyour behalf | 0 |
| PrepaidFinanceCharges | +$0.00 |
| Total | =$18,127,131.88 |
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ChainFi,IncLoanandSecurityAgreementTemplate
Lender:
CHAINFI,INC
595 Broadway,
NewYork,NY10012
Borrower:
USDigitalMining&HostingCo 1200 West Platt Street Suite 100 Tampa, FL, 33606, US
OriginalLTV:
92.54%
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ChainFi,IncLoanandSecurityAgreementTemplate
LoanandSecurityAgreement
This Loan and Security Agreement (this “Agreement”) is made and entered into as of the date set forth above, by and between ChainFi, Inc, its successors and assigns, and any other holder of the loan (the “Loan” as defined below), with its principal place of business located at 595 Broadway, 4thFloor, New York, NY 10012 (“Lender”), and the Borrower (“Borrower” or “you”) indicated above.
ImportantArbitrationNotice
THIS AGREEMENT INCLUDES AN ARBITRATION AGREEMENT IN SECTION 19. ARBITRATION IS AMETHODOF RESOLVING DISPUTES. UNLESSYOU ACT PROMPTLY TO REJECT THE ARBITRATION AGREEMENT, IT WILL AFFECT YOUR RIGHTS IN THE EVENT OF A DISPUTE.
1.
AgreementtoPay
You acknowledge that your Loan proceeds may only be disbursed in U.S. fiat currency or USDC. You agree to pay Lender the Total Loan Amount, plus interest, Collection Costs, Liquidation Fees, and any other fees, charges, and costs as provided in this Agreement.
2.
ApplicationandLoanAcceptance
1.
Effect of Application: By completing and submitting your Application, you are requesting credit fromLenderbasedonthetermsofthisAgreementandinanamountequaltoallorpartoftheLoan Amount Requested. Lender is not obligated to grant credit upon receipt of your Application and may lend an amount less than requested.
2.
Disbursement:IfLender approvesyour creditrequest,Loanfundswill bedisbursed electronically.
3.
Governing Documents: This Agreement and any Related Documents will apply to the Loan, includinganygrant,renewal,orextension.IfanyinformationintheDisclosureStatementconflicts with this Agreement, the Disclosure Statement will govern.
4.
Electronic Agreement: You will sign this Agreement and provide all Related Documents electronically.Yourcontractual obligationbeginsupondisbursement of your Loanproceeds.You agreethisAgreementisa"transferablerecord"asdefinedbyapplicableelectronictransactionlaws, and may be created, authenticated, stored, transmitted, and transferred accordingly.
3.
Definitions
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ChainFi,IncLoanandSecurityAgreementTemplate
●
"ACH":AutomatedClearingHouseNetwork.
●
"Agreement":ThisLoanandSecurityAgreement,includingyourApplicationandtheDisclosure Statement.
●
"Application":TheformcompletedontheLenderWebsitethatyoucompletetorequestandagree to repay your Loan.
●
"APR":AnnualPercentageRate.
●
"BankruptcyCode":theUnitedStatesBankruptcyCode(11U.S.C.§101,etseq.),as amended, and any successor statute.
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"BusinessDays":MondaythroughFriday,excludingFederalholidays.
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"Collateral": Any Digital Asset or Investment Property pledged as collateral for your Loan, as required by Lender.
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"CollateralMarketValue":ThemarketvalueofyourCollateralintheDepositoryAccountatthe time of reference.
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"Collection Costs": All amounts, including reasonable attorney’s fees, collection agency, court, and other collection costs Lender incurs in collecting or enforcing the Loan.
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"Depository":BitGoBank&Trust,N.A.,AnchorageDigital,oranyotherinstitutionLender designates for storing Collateral.
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"Depository Account": Lender’s Digital Asset depository account used to storeCollateral at the Depository or any other institution Lender designates.
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"DigitalAsset":AnyDigitalCurrencyLenderpermitsasCollateralorthatismanaged,generated, stored, or exchanged on digital computer systems.
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"DigitalCurrency":Anycurrencymanaged,generated,stored,orexchangedondigitalcomputer systems.
●
"DisbursementDate":ThedateLenderdisbursesyourLoanproceeds.
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"Disclosure Statement": The disclosure statement required by the federal Truth in Lending Act provided to you in connection with your Loan.
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"EST":EasternStandardTime.
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"FATF":TheFinancialActionTaskForce.
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"InvestmentProperty":HasthemeaningassignedtoitundertheUCC.
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"LenderWebsite":TheLenderWebsiteavailableathttps://archlending.com.
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"Loan": All sums disbursed, amounts addedto the principal balance,interest, and other amounts due under this Agreement.
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"LoanAmountRequested":ThedollaramountofyourLoanrequestedinyourApplication.
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ChainFi,IncLoanandSecurityAgreementTemplate
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"LTV": Loan-to-Value, calculated as the outstanding Loan balance divided by the Collateral Market Value, multiplied by one hundred percent (100%). For example, a ten thousand dollars ($10,000) outstanding balance with twenty thousand dollars ($20,000) Collateral Market Value results in a fifty percent (50%) LTV (($10,000/$20,000) *100%).
●
"OFAC":TheOfficeofForeignAssetsControloftheU.S.DepartmentoftheTreasury.
●
"OriginalLTV":TheLTVindicatedatthebeginningofthisAgreement.
●
"Related Document": Any agreement, certificate, instrument, guaranty, authorization, or other document, other than this Agreement, executed to further or effectuate purposes set forth in this Agreement, as such may be amended, restated, supplemented or otherwise modified from time to time,includingUCC-1financingstatementsnamingyouasdebtorandLenderasthesecuredparty, oranyothersecurityagreementrelatingtoyourCollateral,memorializingthetermsandconditions pursuant to which Lender is willing to provide your Loan.
●
"Repayment Period": The period from the Disbursement Date for the number of scheduled payments in the Disclosure Statement.
●
"Total Loan Amount": The total principal amount of your Loan identified in the Disclosure Statement.
●
"TCPA":TelephoneConsumerProtectionActof1991(47U.S.C.§227, etseq.).
●
"TriggerEvent":YourfailuretomaintaintheLTVbelow100%forDigitalAsset.
●
"UCC":TheDelawareUniformCommercialCode,Del.C.Tit.6.,Subtit.I.
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"USDC":USDCoin,aDigitalAssetredeemableone-to-oneforU.S.dollars.
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ChainFi,IncLoanandSecurityAgreementTemplate
4.
InterestAccrual
InterestwillbegintoaccruefromtheDisbursementDateattheratestatedintheDisclosureStatement,on the outstanding principal balance. Interest is calculated daily on a simple interest basis, using a 360-day calendar year (monthly interest rate = annual interest rate * 30/360).
5.
TermsofRepayment
1.
Loan Term: The Loan duration is 1 months from the Disbursement Date; provided, the duration of the loan shall extend automatically for an additional 1-month period at the end of each such period unless you or Lender provides fifteen (15) days’ prior written notice to the other party electing not to further extend the duration.
2.
Interest Rate: Interest will accrue at an annual rate of 2.00% during the Repayment Period until the Total Loan Amount is paid in full.
3.
PaymentMethods:Youmaymakepaymentsusing:
●
AutoPay:YoumayauthorizeLendertoautomaticallydebityourdesignatedbankaccount monthly via preauthorized electronic fund transfers (“EFT”). You may establish, view, change,or cancel AutoPayontheLender Website.If youelecttoengageinEFTbyACH transfer, you further agree to complete the Consumer ACH Authorization and Agreement inEXHIBITAbelow,inadditiontoanyotherdocumentsasmaybereasonablyrequested by Lender to effectuate and/or authorize such EFT. Lender may resubmit debits returned for insufficient funds, subject to NACHA - The Electronic Payment Association’s EFT rulesorapplicablelaw.Changesorcancellationsmustbemadeatleastthree(3)Business Days prior to the due date.
●
One-TimeElectronicPayment:Authorizeaone-timeelectronicpaymentinfiatcurrency on the Lender Website. Schedule at least three (3) Business Days prior to the due date.
●
One-Time USDC Payment: Authorize a one-time payment via USDC on the Lender Website.
●
Interest Reserve: You may authorize Lender to (i) establish an interest reserve from the Loan proceeds in an amount equal to the interest that will accrue during the term of the Loan,and(ii)debitsuchinterestreservemonthlyinanamountequaltotheaccruedinterest. You maynot changeorcancelpaymentsto be madefromtheinterestreserve. Ifthe Loan is pre-paid, any amounts that remain intheinterest reserve following repaymentin full of all obligations will be returned to you.
●
OtherMethods:Lendermayofferadditionalpaymentmethodsatitssolediscretion.
4.
RepaymentPeriod;Payments;LatePayment:
●
The Repayment Period starts on the Disbursement Date and continues as specified in the Disclosure Statement. If the Disbursement Date is the 29th, 30th, or 31st of a month, and
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ChainFi,IncLoanandSecurityAgreementTemplate
a subsequentmonth lacksthat day, the due date will be thelast day ofthat month. During theRepaymentPeriod,youwillbeabletoseetheTotalLoanAmount,remainingprincipal balance,ifapplicable,andthemonthlyinterest amountthat isdueontheLenderWebsite.
●
Amortized Loans: You will make monthly principal and interest payments and a final lump-sum"balloon"paymentoftheprincipalbalanceattheendoftheRepaymentPeriod, plusanyotherchargesowed.Paymentsbeginthirty(30)daysaftertheDisbursementDate andcontinueonthesamedayofeachsuccessivemonth.Thefirstpaymentandtotalinterest may vary based on the actual funding date or payment due date changes.
●
Interest-Only Loans: You will make monthly payments of accrued interest only during the Repayment Period and a final lump-sum "balloon" payment of the outstanding principal,plusanyotherchargesowedattheendoftheRepaymentPeriod.Paymentsbegin thirty (30) days after the Disbursement Date and continue on the same day of each successivemonth.Thefirstpaymentandtotalinterestmayvarybasedontheactualfunding date or payment due date changes.
●
DeferredInterest Loan:You willpay allaccruedmonthly interest, the principal balance plus any other charges owed at the end of the Repayment Period in a final lump-sum "balloon"payment.IfyouelecttoprepayyourDeferredInterestLoaninfullinaccordance with Section 10, then the prepayment amount shallinclude all accrued but unpaid interest on your Loan.
●
Monthly interest amounts are calculated based on the principal and Repayment Period. Partial principal prepayments will recalculate interest and balloon payments based on the original duration.
5.
ApplicationofPayments:Unlessprohibited bylaw,paymentswill be appliedfirst toanyunpaid monthly payments, Late Payment Fees, or unpaid fees, then to the monthly interest payment, and any excess will be applied to the principal balance.
6.
LatePaymentFee:Ifanypartofamonthlypaymentisunpaidfor5daysaftertheduedate,Lender willchargealatepaymentfee,whichwillbethegreaterof(1)1%ofthetotalamountdue(interest, principal, prior unpaid amounts, and fees) or (2) $10.00.
7.
LatePayments-Liquidation:Ifanypartofamonthlypaymentremainsunpaidformorethan20 days after the due date (or longer as required by law), Lender may liquidate a portion of your Collateral equal to the monthly payment plus any Late Payment Fee and Liquidation Fee.
8.
Payment Failure Fee: Lender may charge a fifteen dollars ($15) "Payment Failure Fee" if any attemptedpaymentisnotcollected(e.g.,duetoinsufficientfunds).OnlyonePaymentFailureFee will be assessed per dishonored payment, and it will be added to the balance due on the next payment date.
9.
Balloon Payment - Liquidation: If the principal Loan payment and the payment of all accrued interestisnotmadewithin20daysoftheendoftheRepaymentPeriod,Lendermayliquidateyour Collateralandretaintheproceedstocovertheoutstandingprincipal,accruedinterest,andanyother amounts owed.
10.
TimeZones:AlldatesandtimesarebasedontheESTtimezone.
11.
Internal Records: Lender's internal records will serve as conclusive evidence of the outstanding principal balance, interest, fees, and charges, absent clear error.
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ChainFi,IncLoanandSecurityAgreementTemplate
6.
ConditionstoLender'sObligations
Lender's obligation to advance funds is subject to the satisfaction of all conditions in this Agreement and Related Documents, including:
1.
RelatedDocuments:ElectronicexecutionofallRelatedDocumentsacceptabletoLender.
2.
Representations and Warranties: All representations and warranties in this Agreement and Related Documents being true and correct in all material respects (or as of a specific date if indicated).
3.
NoEventofDefault:NoEventofDefaultexistingatthetimeoforafteranyLoanadvance.
4.
Collateral Transfer: Transfer of Collateral into Lender’s digital asset depository account at the Depository. You agree thatholding Collateral throughthe Depositoryconstitutesreasonable care.
5.
Priority:LenderhavingactualorconstructivepossessionoftheCollateralandafirstpriority security interest in it.
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ChainFi,IncLoanandSecurityAgreementTemplate
Notwithstandingtheabove,failuretomeetanyoftheseconditionswillnotprovideabasisforyoutocontest the enforceability of the Loan.
7.
DeterminationofMarketValue
Forallpurposes,CollateralMarketValuewillbethenumberofCollateralunitsmultipliedbythelasttrade price(asdeterminedbyLenderinitssolediscretionfromsourceslikeCoinMarketCaporanyotherpricing source Lender chooses), at the time of reference, for each unit in the Depository Account. Lender may, at itssolediscretion,disregardoraccountforthevalueofnewDigitalAssetsorInvestmentPropertycreated from forking, stock splits, or similar events after this Agreement's date.
8.
Collateral
1.
InitialDepositofDigitalAssetCollateral:ForanyDigitalAssetrequiredasCollateral,youhave 24 hours after submitting the Application to transfer it into the Depository Account. Failure to do so will automatically terminate this Agreement. You will promptly execute and deliver all necessaryinstrumentsanddocuments,andtakeallfurtheraction,thatmaybenecessaryordesirable in Lender’s sole discretion, within the time prescribed by Lender,to perfect and protect Lender's security interest in the Collateral (including for the Lender to obtain control of your Investment Property pledged to secure the Loan).
2.
LocationofDepositoryAccount;UseofCollateral:LendermaychangetheDepositoryAccount locationwithoutnotice.Youarenotpermittedtowithdraw,pledge,oraccesspledgedDigitalAsset until your Loan is paid in full.
3.
AdditionalCollateralandLiquidation:
●
If your Collateral's value decreases between Agreement entry and deposit into the DepositoryAccount,youmayberequiredtodepositadditionalCollateralasinstructedby Lender.
●
Upon notice of a Trigger Event, you will promptly (within 24 hours) deposit additional Collateral or pay down the principal balance to bring the LTV below 100%.
●
Failure to meet this requirement within 24 hours may result in Lender liquidating your Collateral to (1) bring the LTVbelow100% and applyproceeds to the principal and fees, or (2) fully pay off the outstanding principal and fees.
●
IftheLTVisequaltoorgreaterthan100%atanytime,Lendermayimmediatelyliquidate yourCollateralandretaintheproceedstocovertheoutstandingprincipal,accruedinterest, and any other amounts owed.
4.
Liquidation of Collateral in Event of ACH Chargeback or Payment Reversal: If an ACH payment related to this Agreement or any other account with Lender is charged back or reversed, whether or not the chargeback or reversal is made at your request, Lender may liquidate your Collateral in the amount of the chargeback or reversed payment.
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ChainFi,IncLoanandSecurityAgreementTemplate
5.
WithdrawalofExcessCollateral:BorrowermayrequestapartialreturnofCollateralintheevent that the Borrower’s Loan LTV has dropped below 70%. In this instance, Borrower can request a partial return of collateral to bring the Borrower’s Loan LTV back to 95%.
6.
Liquidation Fee: Any Collateral liquidated by Lender is subject to a 2.5% processing fee on the liquidated amount. Lender may liquidate additional Collateral to cover this fee.
7.
Collateral Usage: The Collateral provided by the Borrower will not be rehypothecated or further used, unless the Borrower is in default of the Loan.
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ChainFi,IncLoanandSecurityAgreementTemplate
9.
Lender’sSecurityInterestinYourCollateral
YouagreetothefollowingregardingLender’ssecurityinterest:
1.
Pledge and Grant: You pledge, assign, transfer, and deliver to Lender, and grant Lender a continuing and unconditional first priority security interest in all your present and future rights, title, and interest in your Collateral, including:
●
AnyDigitalAssetassociatedwithyourCollateralresultingfromaforkorotherevent (whether or not held in the Depository Account).
●
AllrightstoreceivedeliveryoforwithdrawsuchDigitalAssetfromtheDepository.
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All rights against the Depository related to the Depository Account, Digital Asset, and its proceeds.
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Allproceedsoftheforegoing.
2.
Validity and Priority: You agree this security interest is valid and constitutes a first priority security interest in your Collateral, and will remain so for later-acquired Collateral.
3.
Lender's Rights: You agree Lender has the rights stated in this Agreement with respect to your Collateral, in addition to all other rights Lender may have by law.
4.
Authorization to File: You authorize Lender, at your expense, to file financing statements and amendments in any jurisdiction that: (i) name your Collateral as collateral thereunder, regardless of whether any particular Collateral falls within the scope of the UCC; (ii) contain any other informationrequiredbytheUCCforsufficiencyoffilingofficeacceptance,includingorganization
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ChainFi,IncLoanandSecurityAgreementTemplate
identification numbers; and(iii) contain such languageas Lender determines helpful in protecting orpreservingrightsagainstthirdparties.YouratifyanysuchfilingsmadepriortothisAgreement.
5.
Full Recourse Obligations: You acknowledge and agree your obligations under this Agreement arefullrecourseobligations,andyouremainpersonallyliableforfullpaymentofallindebtedness and performance of all obligations under this Agreement.
6.
Security Scope: All liens, security interests, assignments, rights, and remedies granted to Lender inthisAgreementandanyRelatedDocumentssecureallyourobligations,debts,fees,andliabilities (plusinterest)toLenderanditsaffiliates,whetherexistingnoworlater,relatedorunrelatedtothis Agreement, voluntary or otherwise, due or not due, direct or indirect, absolute or contingent, individual or joint, and irrespective of any statute of limitations or unenforceability.
7.
PossessionandPriority: Lender will have actual or constructive possession oftheCollateral and a first priority security interest in it.
8.
Survival of Security Interest: Lender’s security interest in your Collateral remains in effect as longasanyindebtednessoramountsremainoutstanding.Thissecurityinterestisinadditiontoand without prejudice to any other security interests held by Lender. No security interests held by LenderwillbeexclusiveofordependentuponormergeinanyothersecurityinterestsandLender may exercise its rights under such security interests independently or in combination.
9.
Further Actions: You will, at Lender's request, authenticate, execute, and deliver financing statements, documents, and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and take any other actions or cause third parties to take other actions as Lender, in its sole discretion, deems necessary to establish and maintain a valid, attached, and perfected security interest in your Collateral in favor of Lender (free of all other liens, claims, encumbrances, and third-party rights whether voluntarily or involuntarily created) to secure Loan payment and facilitate liquidation or collection of your Collateral.
10.
Attorney-in-Fact: You irrevocably appoint Lender (and its designees) as your true and lawful attorney and agent-in-fact to execute and file financing statements, documents, and other agreements and instruments and perform other necessary acts to preserve and perfect Lender's securityinterestinyourCollateral.Thisappointmentiscoupledwithaninterestandisirrevocable until your Loan is repaid in full.
11.
Waiver of Notices and Defenses: To the extent permitted by law, you waive demand, notice, protest, notice of acceptance of this Agreement, Collateral received or delivered, and all other demands and notices. All rights of Lender and liens/security interests, and your indebtedness hereunder, will be absolute and unconditional irrespective of:
●
Anyillegalityorlackofvalidityorenforceabilityofanyindebtednessorrelatedagreement.
●
Anychangeinpaymentterms,termination,amendment,ormodificationofthisAgreement, including increased indebtedness from additional credit.
●
Anytaking,exchange,substitution,release,impairment,ornon-perfectionofCollateralor other collateral, or modification of any guaranty.
●
Anymannerofsale,disposition,orapplicationofproceedsofCollateralorothercollateral or other assets to all or part of the indebtedness.
●
Anydefault,failure,ordelayinpayment.
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ChainFi,IncLoanandSecurityAgreementTemplate
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Anydefense,set-off,orcounterclaim(otherthanpaymentorperformance)availabletoyou against Lender.
●
Anyother circumstance (including,without limitation,any statute of limitations) ormanner ofadministeringLoanoranyexistenceoforrelianceonanyrepresentationbyLenderthat might varyyour riskor otherwiseoperateasadefenseavailableto,or alegal or equitable discharge of, me or any guarantor or surety.
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ChainFi,IncLoanandSecurityAgreementTemplate
10.
RighttoPrepay
You have the right to prepay all or any part of the principal amount of your Loan at any time without penalty. If you prepaythe principal ofthe loan partially, then such prepayment amount shall beappliedto the monthly payments (if any) in reverse chronological order.
11.
CollectionCosts
You agree to pay Lender’s Collection Costs, unless prohibited by applicable law. Collection Costs mayinclude fees and costs incurred in appellate or bankruptcy proceedings, to the extent permitted by law.
12.
Default
1.
EventsofDefault:Unlessprohibitedbyapplicablelaw,youwillbeindefaultif:
●
You fail to make any payment within20 days of its due date and your Collateral value is insufficient to cover it.
●
You becomethe subject of the Bankruptcy Codeproceedings or assign assetsforcreditor benefit.
●
Foreclosure or forfeiture proceedings are commenced by any creditor or governmental agencyagainst your Collateral,unlessthere'sagoodfaithdispute,younotifyLender,and provide money or a surety bond for the dispute (as determined by Lender).
●
You fail to comply with any other obligations under this Agreement or any Related Document.
●
A Trigger Event occurs and continues, and you fail to deposit additional Collateral as required.
●
A material adverse change occurs in your financial condition, or your ability to repay the Loan or perform under this Agreement is impaired.
●
Youmakeanyfalse,misleading,ormateriallyincompletestatementinyourLoanapplication or to Lender during the Repayment Period.
●
Youdieoraredeclaredlegallyincompetentorincapacitated.
●
A change or material development in applicable law (including case law) or regulationmakes your Loan unlawful.
●
There is a general suspension in buying, selling, or owning Digital Asset by U.S. federal authorities, or a suspension on at least three (3) major exchanges lasting at least five (5) days.
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ChainFi,IncLoanandSecurityAgreementTemplate
2.
Notice and Consequences of Default: You agree to promptly notify Lender in writing (no later thantwo(2)days)uponanyeventofdefault.Ifadefaultoccurs,Lenderhastherighttonotifyyou that the entire outstanding principal balance, accrued interest, and all other amounts payable are immediately due and payable (subject to any right to cure), and Lender may take immediate and exclusive possession of and liquidate your Collateral.
3.
Applicationof LiquidationProceeds: ProceedsfromCollateralliquidationwill bedistributedin the following order:
●
(a) To Lender for reasonable costs, fees, or expenses incurred in connection with the sale or disposition of Collateral (including liquidation, legal, accounting, or other fees).
●
(b) To Lender for any outstanding and unpaid indebtedness and amounts due under this Agreement and Related Documents.
●
(c)Anyremainingsurplustoyou,inaccordancewiththeUCCorasdirectedbyacourtof competent jurisdiction.
4.
Interest and Acceleration Upon Default: If you are in default, Lender may add all accrued and unpaid interest and other amounts to your Loan balance, accelerate your Loan, and require immediate payment of your entire outstanding balance.
5.
Right of Set-off: If any event of default occurs and continues, Lender is authorized at any time, unless prohibited by applicable law and without prior notice (which you expressly waive), to set off,liquidate,appropriate,andapplyanyandallcollateralanddeposits(generalorspecial,timeor demand,provisionalorfinal,inwhatevercurrencyorDigitalAsset,includingyourCollateral)held byLenderagainstanyandallofyourobligationsunderthisAgreement,anyRelatedDocument,or any contract to Lender or its affiliates, whether direct or indirect, absolute or contingent, matured or unmatured, regardless of demand or whether obligations are owed to a different affiliate. Lender's and its affiliates' rights under this paragraph are in addition to other rights and remedies (including other rights of set-off). Lender will notify you after such set-off, liquidation, appropriation,andapplication.ThisprovisionsurvivesexpirationorterminationofthisAgreement.
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ChainFi,IncLoanandSecurityAgreementTemplate
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ChainFi,IncLoanandSecurityAgreementTemplate
13.
Notices
1.
Borrower's Notice to Lender: You will send written notice to Lender within ten (10) days after any change in your name, address, e-mail address, telephone number, principal place of business, or state of organization. Send such notice to: support@archlending.com, or any future address or electronic method Lender provides.
2.
Lender's Notice to Borrower: Any notice required from Lender to you will be effective when mailed by first-class mail to your latest address on file, or when transmitted by electronic communication to your latest email address on file.
14.
OptionalRollover
1.
If you have elected to establish an interest reserve account for your Loan, then Borrower may, at its option, request a Loan that includes (i) an interest reserve described in Section 5.3, and (ii) an option to extend the term of the Loan at maturity for an additional 1-year term (“Optional Rollover”). The Loan, as extended, shall be subject to the same terms and conditions as outlined in this Agreement; provided, however, that the Lender reserves the right to modify the following terms for the duration of the extension: Origination Fee, Interest Rate, any LTV ratios, Trigger Event thresholds, Liquidation Event thresholds, Liquidation Fee, and Late Payment Fee. The principal amount of the Loan will, at the time of such extension, be increased in an amount equal to the dollars required to fund the interest reserve for the new term. The extension of such Loans will occur automatically subject to the conditions set forth in Section 14.2 below, unless the BorrowerprovidesnoticetoLenderleastthree(3)BusinessDayspriortothethenexistingmaturity date via email at support@archlending.com.
2.
Notwithstandingtheforegoing,BorroweracknowledgesandagreesthatanOptionalRollovershall not occur if the LTV of the new Loan (as increased to include amounts borrowed for the interest reserve) exceeds 100%. In this scenario, Borrower will need to either (i) deposit additional Collateral to bring the LTV below 100% or (ii) decrease the Loan amount.
15.
Termination
This Agreement and the security interests created by it will automatically terminate upon full payment of all indebtedness and performance of all obligations hereunder. At such time (and except as required by applicablelaw),Lender'ssoleobligationswillbeto(i)directtheDepositorytotransferremainingCollateral intheDepositoryAccounttoawalletaddressprovidedbyyoutoLender,and(ii)authorizeyoutoterminate any UCC financing statements filed by Lender against you with respect to the Collateral.
16.
AdditionalAgreements
1.
GoverningLaw:
●
EXCEPT FOR THE ARBITRATION PROVISION (SECTION 18), WHICH IS
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ChainFi,IncLoanandSecurityAgreementTemplate
GOVERNED BY FEDERAL LAW, THIS AGREEMENT IS GOVERNED BY THE LAWSOFNEWYORKSTATEWITHOUTREGARDTOITSCONFLICTSOFLAW PROVISIONS.
●
YOUR AGREEMENT TO THE APPLICABLE STATE LAW AND VENUE IS A MATERIAL FACTOR IN LENDER'S WILLINGNESS TO ENTER THIS AGREEMENT.
●
Venue:Anysuit,action,orproceedingarisingunderthisAgreement,ifLenderelects,will be instituted in any court sitting in New York County, New York.
●
You agree the Acceptable Forums are convenient, submit to their jurisdiction, and waive allobjectionstojurisdictionorvenue.Ifaproceedingisinitiatedelsewhere,youwaivethe right to oppose any motion by Lender to transfer it to an Acceptable Forum.
●
To the extent permitted by law, you irrevocably and unconditionally waive any right to a trialbyjuryinanylegal proceeding directlyorindirectlyarising out of thisAgreement or Related Documents.
2.
UpdatingInformation:YouagreetoupdateyourApplicationinformationwheneverLenderasks.
3.
Lender'sRightsandWaivers:YourresponsibilityforpayingyourLoanisunaffectedbyLender’s failuretonotifyyouofunpaidpayments.Lender’srightsarecumulativeandwillnotbeconstrued asexclusiveofeachotherunlessrequiredbylaw.Lendermaydelay,failtoexercise,orwaiveany rightswithout losingtheright toexercisethem later.Lenderisnot obligatedtodemand,notice,or protestnon-paymentbeforesuingtocollectifyouareindefault,andunlessprohibitedbylaw,you waiveanyrighttorequiresuchactions.Lendermayacceptlateorpartialpaymentswithoutlosing rights.
4.
WaiverbyLender:Lenderwillnotbedeemedtohavewaivedanyrightsunlesssuchwaiverisin writing and signed by Lender. No delay or omission in exercising rights constitutes a waiver. A waiverofoneprovisiondoesnotprejudiceorwaivestrictcompliancewiththatorotherprovisions. Prior waivers or courses of dealing do not constitute a waiver for future transactions. Lender's consent, if required, is not continuing and may be granted or withheld at its sole discretion.
5.
TCPA Consent: Notwithstanding any current or prior election to opt in or opt out of receiving telemarketing calls or SMS messages (including text messages) from Lender, its agents, representatives,affiliatesoranyonecallingonitsbehalf,youexpresslyconsenttobecontactedby Lender, its agents, representatives, affiliates, or anyone calling on its behalf for any Loan-related purposes,at anytelephonenumber,orphysical oremail address youprovide orat whichyoumay be reached. This includes SMS messages (text messages), calls using prerecorded messages or artificialvoice,andcallsandmessagesusingautomatictelephonedialingsystems(auto-dialers)or automatic texting systems, even if you incur costs. Telephone numbers you provide include those yougivetoLender,thosefromwhichyouorotherscontactLenderwithregardtoyouraccount,or which Lender obtains through other means (such as skip-trace or caller ID capture). Agents may leavemessagesonansweringmachines,voicemail,orviatext. Youcertifytheprovidedtelephone numbers are yours and you are permitted to receive calls at them. You agree to promptly alert Lender if you stop using a number. You also consent to Lender communicating with employment and personal references listed in your Application.
6.
CallRecording:YouagreethatLenderanditsagents,representatives,affiliates,oranyonecalling on its behalf may contact you on a recorded line.
7.
Assignment:YoumaynotassignthisAgreementoritsbenefitsorobligations.Lendermayassign
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ChainFi,IncLoanandSecurityAgreementTemplate
this Agreement, including your Application, at any time. The terms bind and benefit Lender’s successors and assigns.
8.
Severability: If any provision of this Agreement is held invalid or unenforceable, that provision will be considered omitted without affecting the validity or enforceability of the remainder.
9.
Modification: This Agreement may only be modified if jointly agreed upon in writing by Lender and you.
10.
Error Correction: All parties agree to fully cooperate and adjust typographical, computer, calculation, or clerical errors in any Loan documents, including this Agreement and Disclosure Statement. You will be notified and receive a corrected copy of the changed document.
11.
WithholdingTaxes:Yourobligationtomakerequiredpaymentsisnotaffectedbyanywithholding taxes under foreign law. You agree to make all required payments regardless of such laws.
12.
StatementsNotReceived:Yourfailuretoreceiveastatement(electronicormail)doesnotrelieve you of your obligation to make required Loan payments.
13.
Limits on Interest, Fees, Charges or Costs: If any interest, fees, charges, or costs exceed permitted limits under applicable law, they will be reduced to comply with limits, and any excess collected sums will be refunded. Lender may reduce amounts you owe under this Agreement to make the refund.
14.
Electronic Signature: If you sign this Agreement electronically: (a) Lender agrees to keep an electronic record and provide a printed copy upon request; (b) You agree to download and print a copyforyourrecords.Yourelectronicorfacsimilesignatureisasvalidasahandwrittensignature.
15.
EntireAgreement;Integration:ThisAgreementandtheotherRelatedDocumentsconstitutethe entire agreement between you and Lender regarding the Loan, superseding all previous oral or writtenagreements.EachRelatedDocument,exhibit,schedule,orsimilaradditionisincorporated by reference.
16.
NotNegotiable:ThisAgreementisnotapromissorynoteorother"instrument"(asdefinedinUCC Article9).DeliveryorpossessionofthisAgreementdoesnottransferanyinterestinLender'srights under this Agreement or create or affect priority of any interest in Lender's rights under this Agreement over any other interest in Lenders’ rights in this Agreement.
17.
USA PATRIOT ACT Notice: Lender notifies you that it may be required to obtain, verify, and record identifying information about you, including your name and address, pursuant to the requirementsoftheUSAPatriotAct(TitleIIIofPub.L.107-56(signedintolawOctober26,2001)) (the “Act”).
18.
Bankruptcy: The rights and priorities in this Agreement remain binding irrespective of any reorganizationplanundertheBankruptcyCodeorotherfederal/statebankruptcyorinsolvencylaw, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with your creditors, or proceedings seeking reorganization, arrangement, or
22






ChainFi,IncLoanandSecurityAgreementTemplate
other similar relief, and allconverted or succeeding cases in respectthereof or other provisions of the Bankruptcy Code or any similar federal or state statute.
19.
MilitaryLendingAct:TheMilitaryLendingActprovidesprotectionsforcertainmembersofthe Armed Forces and their dependents (“Covered Borrowers”). The provisions of this section apply toCoveredBorrowers.FederallawprovidesimportantprotectionstomembersoftheArmedForces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credittoamemberoftheArmedForcesandtheirdependentsmaynotexceedanannualpercentage rate of thirty-six percent (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 applicationfeesforspecifiedcredittransactionsoraccounts);and(d)anyparticipationfeecharged (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, you may call 201-690-7206.
17.
Certifications, Representations, Warranties, and Covenants of Borrower
1.
Certification:YoucertifyunderpenaltyofperjurythattheinformationinyourApplicationistrue, complete, and correct to your best knowledge and belief, and made in good faith.
2.
Representations,Warranties,andCovenants:Yourepresent,warrant,andcovenantthe following:
a.
You are the sole, legal, and equitable owner of your Collateral, and no other security agreement or instrument covering it exists, except for the security interest granted to Lender.
b.
You have rights in or power to transfer your Collateral, and your title is free and clear of liens, adverse claims, and restrictions, other than those created by this Agreement and Related Documents.
c.
No actions, suits, litigation, or proceedings, at law or in equity, are pending against you before any court, administrative agency, or arbitrator.
d.
You are, and will remain, in compliance with all applicable federal and state laws, regulations, and ordinances.
e.
Youwill notsell,dispose,or transfer your Collateralor anyinterestinitwithoutLender's prior written consent.
f.
You will not create or allow any other security interest or lien on your Collateral, other than those created by this Agreement and Related Documents.
g.
YouwillpromptlypayalltaxesandassessmentsdueonyourCollateral.
h.
YouwilluseyourLoanproceedsonlyforlawfulpersonal,family,orhouseholdpurposes. Youarenotengagedinthebusinessofextendingcreditforpurchasingorcarryingmargin stock, and no Loan proceeds will be used for that purpose.
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ChainFi,IncLoanandSecurityAgreementTemplate
i.
You are not subject to any legal restriction on your ability to incur debt or render obligations unenforceable.
j.
Youhavenotviolatedanti-terrorismlawsorengagedintransactionsconcealingthe identity,source,ordestinationofproceedsfrom prohibitedoffensesdesignatedbyFATF.
k.
YouarenotpubliclyidentifiedontheOFAC"SpeciallyDesignatedNationalsandBlocked Persons" list or reside in a country/territory subject to OFAC sanctions or embargo programs.
l.
You are not publicly identified as prohibited from doing business with the U.S. under the InternationalEmergencyEconomicPowersAct,TradingWiththeEnemyAct,oranyother law.
m.
You do not conduct business or contribute goods, services, or money to or for the benefit of any person described in clauses (j), (k), or (l).
n.
You do not deal in or engage in transactions related to blocked property pursuant to any anti-terrorism law.
o.
Youdonotengageinorconspiretoengageintransactionsthatevade,avoid,orattemptto violate anti-terrorism law prohibitions.
p.
You are not, and are not required to be, registered as an "investment company" under the Investment Company Act of 1940, as amended.
q.
You are not subject to regulation under any law that limits your ability to incur debt orrender all or any portion of the obligations under this Agreement unenforceable.
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ChainFi,IncLoanandSecurityAgreementTemplate
3.
Survival of Representations: Each representation, warranty, and covenant is made as of the date ofthisAgreementandanyrenewal,extension,ormodificationofyourLoan.Lenderreliesonthese statements. They survive the execution of this Agreement and Loan funding, are continuing, and remain in full force until all obligations are satisfied or this Agreement is terminated. All representations, warranties, covenants, and agreements bind your successors and assigns and benefit Lender and its successors and assigns.
18.
AuthorizationsofBorrower
1.
GeneralAuthorization:YouauthorizeLenderoritsagentsto:(a)respondtoinquiriesfromprior or subsequent lenders/servicers regarding your Loan and related documents; and (b) release information and make inquiries to employers and references listed in your Application. This authorization applies to your Loan, future loans, renewals, extensions, hardship forbearance requests,andanyrevieworcollectionofyourLoan.Aconsumercreditreportmayberequestedor used for renewals, extensions, reviewing, collecting, or other legitimate purposes. If you live in a
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ChainFi,IncLoanandSecurityAgreementTemplate
community property state, you authorize Lender to gather credit-related information about your spouse. Upon request, Lender will inform you if a credit report was ordered and provide the agency's name and address.
2.
Social Security Number Verification: You authorize Lender and its agents to verify your social security number with the Social Security Administration and disclose your correct number if the record is incorrect.
19.
ArbitrationAgreement
TO THE EXTENT PERMITTED UNDER FEDERAL LAW, LENDER AND YOU AGREE THAT EITHER PARTY MAY ELECT TO ARBITRATE AND REQUIRE THE OTHER PARTY TO ARBITRATE ANY CLAIM UNDER THE FOLLOWING TERMS AND CONDITIONS, WHICH ARE PART OF THIS AGREEMENT. THIS ARBITRATION AGREEMENT DOES NOT APPLY IF YOU ARE A MEMBER OF THE ARMED FORCES OR A DEPENDENT OF SUCH MEMBER COVERED BY THE FEDERAL MILITARY LENDING ACT. IF YOU WOULD LIKE MORE INFORMATION ABOUT WHETHER YOU ARE COVERED BY THE MILITARY LENDING ACT, IN WHICH CASE THISARBITRATIONAGREEMENTDOESNOTAPPLYTOME,YOUMAYCONTACTLENDER
1.
SCOPEOFARBITRATION:PLEASEREADCAREFULLY.Exceptasexpresslyprovided below, any claim, dispute, or controversy arising out of or related to (a) your Loan, your Application, this Agreement (including any dispute over its validity, enforceability, arbitrability, or scope), your acceptance of the Loan, or the Disclosure Statement; (b) any relationship or activities related to your Loan; (c) disclosures provided or required to be providedinconnectionwithyourLoanincludingtheDisclosureStatement;(d)underwriting, servicing, or collection of your Loan; (e) any insurance or service related to your Loan; (f) anyotheragreementrelatedtoyourLoanorservice;or(g)breachofthisAgreementorany other such agreement, whether based on statute, contract, tort, or any other legal theory (collectively, any "Claim"), will, at your or Lender’s election, be submitted to and resolved on an individual basis by binding arbitration under the Federal ArbitrationAct ("FAA"), 9
U.S.C. §§ 1 et seq., before the American Arbitration Association ("AAA Rules") under its Consumer Arbitration Rules in effect at the time the arbitration is brought, or before any other party Lender and you agree to in writing (provided such party does not have a policy inconsistentwiththisArbitrationAgreement).TheAAARulesareavailableatwww.adr.org.If the AAA cannot serve, and you andthe Borrower cannot agree ona replacement, a court with jurisdiction will select the administrator or arbitrator.
2.
DEFINITIONS FOR ARBITRATION SECTION: For this section, "Lender" includes Lender, any subsequent holder of your Loan, and all of Lender’s officers, directors, employees, affiliates, subsidiaries, and parents, and any co-defendant named with Lender (e.g., loan servicers, debt collectors). "Claim" has the broadest possible meaning, including initial claims, counterclaims, cross-claims, third-party claims, and disputes based on contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law, and equity (including injunctive or declaratory relief). However, "Claim" does not include any individual action brought by you insmall claims courtorits state equivalent, unlesstransferred,removed, or appealed to a different court.
3.
RIGHT TO REJECT: You may reject this Arbitration Agreement by sending a signed rejection notice to support@archlending.com within sixty (60) days after the Disbursement Date. The rejection notice must include your name, address, e-mail address, telephone number, and Loan or
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ChainFi,IncLoanandSecurityAgreementTemplate
account number.
4.
IMPORTANTDISCLOSUREANDJURYTRIALWAIVER:IFEITHERLENDERORYOU CHOOSE ARBITRATION, NEITHER PARTY WILL HAVE THE RIGHT TO A JURY TRIAL, TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN THE APPLICABLE ARBITRATIONRULES,OROTHERWISETOLITIGATETHEDISPUTEORCLAIMINANY COURT(OTHERTHANINANACTIONTOENFORCETHISARBITRATIONAGREEMENT OR THE ARBITRATOR’S AWARD). FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING EXCEPT FOR ANY APPEAL RIGHT UNDER THE FAA. OTHER RIGHTS THAT LENDER OR YOU WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
5.
CLASS ACTION WAIVER: IF EITHER LENDER OR YOU ELECT TO ARBITRATE A CLAIM, NEITHER LENDER NOR YOU WILL HAVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVEACTIONINCOURTORINARBITRATION,EITHERASACLASS
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ChainFi,IncLoanandSecurityAgreementTemplate
REPRESENTATIVE OR CLASS MEMBER. Unless both parties agree otherwise in writing, the arbitrator may not join or consolidate Claims with claims of any other persons. No arbitrator will have authority to conduct any arbitration in violation of this provision. If this Class Action Waiver is found invalid or unenforceable in a proceeding involving Lender and you, only this sentence will remain in force and the rest of this Arbitration Agreement will be null and void, subject to appeal, provided that the determination concerning the Class Action Waiver will be subject to appeal.
6.
PROCEDURES: If you residein the United States, any arbitration hearing willtake place within your federal judicial district. If you reside outside the United States, any arbitration hearing will take place in New York, NY. Arbitration may also take place virtually or telephonically as permittedbyAAARules.Eachpartywillbearitsownattorneys,experts,andwitnesses'expenses, regardlessofwhichpartyprevails,unlessapplicablelaworthisAgreementallowsrecovery.Ifyour Claim is ten thousand dollars ($10,000) or less, you may choose whether arbitration is conducted solely on documents, telephonically, or in-person per AAA Rules. If your Claim exceeds ten thousand dollars ($10,000), hearing rights are determined by AAA Rules. Arbitrator and administrative fees/expenses will be paid as per AAA Rules, specific ruling, or party agreement. The arbitrator may award all remedies permitted by substantive law (compensatory, statutory, punitive damages, attorney’s fees, and costs, subject to constitutional limits), and declaratory or injunctive relief only for the individual party seeking relief, and only to the extent necessary to provide relief warranted in that party’s individual claim. Upon timely request of either party, the arbitrator will provide a brief explanation of the award. Any court with jurisdiction may enter judgment upon the arbitrator’s award. If a claim or defense is frivolous or intended to oppress the other party, the arbitrator may award sanctions (fees and expenses incurred by the other party, includingarbitrationadministrationfees,arbitrator’sfees,andattorney,expertandwitnessfees)to the extent permissible under Rule 11 of the Federal Rules of Civil Procedure.
7.
GOVERNINGLAWFORARBITRATION: ThisArbitrationAgreementismadepursuant toa transaction involving interstate commerce and will begoverned by the FAA, not by any state law
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ChainFi,IncLoanandSecurityAgreementTemplate
concerning arbitration. For questions related to the AAA, you may contact: American Arbitration Association, 1633 Broadway 10th Floor, New York, N.Y. 10019, 212-716-5800, www.adr.org.
8.
SURVIVAL, SEVERABILITY: This Arbitration Agreement will survive full Loan payment, Lender’ssaleortransferofyourLoan,anybankruptcyorinsolvency,forbearanceormodification, andanycancellationorrequestforcancellationofthisAgreementordisbursements.Exceptforthe Class Action Waiver, if any part of this Arbitration Agreement is found invalid or unenforceable by a decision of a tribunal of competent jurisdiction, that specific part will be severed and of no force or effect, but the remainder will continue in full force.
20.
AdditionalDisclosures
The following disclosures may be required by federal or state law and may not describe all your rights. Unlessindicatedotherwise,eachdisclosureappliesifyoulivedinthespecifiedstateonthedateyousigned your Loan application or this Agreement and are a resident of that state.
AlabamaResidents:
●
Interest Rate on Loans Above $2,000: Your Loan is more than $2,000 and Alabama does not limit the interest rate we may offer you on your Loan.
●
Account Maintenance Fees: Alabama law allows us to charge a maximum of $3 per month in account maintenance fees, however we do not charge you an account maintenance fee.
●
Late Payment Fee: If a monthly payment is unpaid for ten (10) days or more after the due date, Lender will charge a late payment fee, which will be either eighteen dollars ($18) or five percent (5%)oftheunpaidamountofthepayment,whicheverismore.Thispaymentwillnotbemorethan one hundred dollars ($100). The Late Payment fee will be collected only once for any missed payment.
●
PrepaymentsandRebates:Ifyouchoosetoprepayyourloan,Lenderwillgiveyouarebate.This rebatewillbeapartoftheoriginalfee,calculatedbasedonthedifferencebetweenthedateyoupay Lender back and your original Maturity Date.
●
BalloonPayment Right: Ifanypaymentismorethanone and one-half(1.5)times aslarge asthe average of your prior regularly scheduled payments, you have the right to refinance that payment with Lender based on the terms of the original Loan.
●
Collection Costs: Where the Loan is between five thousand dollars ($5,000) and ten thousand dollars ($10,000), any attorney’s fees included in Lender’s Collection Costs will be no more than fifteen percent (15%) of the unpaid portion of the Loan after default. Where the Loan is for an amountthatistenthousanddollars($10,000)ormore,youagreetopayallattorneys’feesincluded in Lender’s Collection Costs.
CaliforniaResidents:
●
Late Payment Fee: If any part of a monthly interest payment or loan repayment remains unpaid for ten (10) days after the due date, Lender will charge a late payment fee of ten dollars ($10), or fifteen dollars ($15) if such payment is not made after fifteen (15) days of the due date.
●
EventsofDefault:YouwillbeindefaultifyoufailtomakeanypaymenttoLenderwithin10days of its due date and your Collateral value is insufficient to cover such payment.
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ChainFi,IncLoanandSecurityAgreementTemplate
IdahoResidents:
●
StateofIdahoDisclaimer:InIdaho,ChainFi,IncisdoingbusinessasArchLendinganddoesnot conduct activity under the name Arch.
●
BalloonPaymentRight:IfyouraddressonthefirstpageofthisAgreementisinIdahoandifyour finalpaymentismorethantwiceaslargeasyourotherregularlyscheduledpayments,youhavethe right to refinance that final payment with Lender at Lender’s current consumer loan rates.
●
Final Maturity Date Payment: If your address on the first page of this Agreement is in Idaho, your Maturity Date will have the following limits:
●
Forloansbetweenthreehundred($300)andonethousanddollars($1,000),yourMaturity Date won't be later than 37 months from the date of this Agreement.
●
For loans less than $300, your Maturity Date won't be later than 25 months from the date of this Agreement.
●
Prepayments and Rebates: If your address on the first page of this Agreement is in Idaho, and youchoosetoprepayyourloan,Lenderwill giveyouarebate.Thisrebatewill beaportionofthe original fee, calculated based on the difference between the date you pay Lender back and your original Maturity Date.
●
Cost of Collection:If youraddressonthefirst page ofthis Agreementisin Idaho,and you failto make your payments on a loan of more than one thousand dollars ($1,000), you agree to pay Lender’scollectioncosts.Youdonotneedtopaycollectioncostsifyourloanisunderonethousand dollars ($1,000).
IllinoisResidents:
●
Origination(administrative)Fee:OriginationFeeisnotchargedtoIllinoisresidents.
●
LiquidationFee:LiquidationFeeisnotchargedtoIllinoisresidents.
●
Interest Rate Cap: The APR on your Loan, as calculated under the Illinois Predatory Loan Prevention Act (PLPA APR), cannot be more than 36%. If your Loan's APR is higher than 36%, theloanisnullandvoid.Thismeansthatnopersonorentitycanlegallycollect,attempttocollect, receive,orretainanyprincipal,fee,interest,orchargesrelatedtotheloan.TheAPRshowninyour loan agreement might be lower than the PLPA APR.
●
Substantially Equal Installments and Final Payment Cap:In compliance with the Illinois Consumer Installment Loan Act (205 ILCS 670), your Loan is structured with substantially equal installments, meaning your regular payments, including principal and interest, will be consistent throughout the loan term. Your final scheduled payment will not exceed 5% more than your preceding scheduled payments.
●
Total Loan Amount: In compliance with Section 15 of the Illinois Consumer Installment Loan Act,theTotalLoanAmountforanysingleLoantoanIllinoisresidentwillnotexceed$40,000.00.
●
Illinois Borrower Signature: By signing below, you acknowledge that you have read and understand the additional disclosures applicable to you as an Illinois borrower, including the provision regarding the maximum annual percentage rate on your Loan.
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ChainFi,IncLoanandSecurityAgreementTemplate
US Digital Mining & Hosting Co AuthorizedSignatoryName:/s/ Richard Russell
Authorized Signatory Title: CFO ElectronicallysignedonAugust3,2026at 2:36 PM EDT
Signedbyrrussell@lmfunding.com(IP Address: 47.207.42.208)
Borrower
IowaResidents:
●
InterestRateCap:Lendermaychargeanannualinterestrateofupto16%ontheloan.Thisisthe maximum rate permitted under Iowa law for consumer loans of this type.
●
OriginationFee:TheOriginationfeeisnotchargedtoIowaresidents.
●
LateFees:Ifascheduledpaymentisnotreceivedwithinten(10)daysaftertheduedate,thelender may charge a late payment fee. The late fee will be 5% of the unpaid amount due, But it will not exceed $30, regardless of the amount past due. This fee is in addition to the regular payment and must be paid along with the overdue amount.
●
GoverningLaw:thisAgreementisgovernedbytheIowalawsforIowaresidents.
KansasResidents:
ConsumerLoans
●
NOTICETOCONSUMER:1.Donotsignthisagreementbeforeyoureadit.2.Youareentitled to a copy of this agreement. 3. You may prepay the unpaid balance at any time without penalty.
●
Interest Rate Cap: If your address on the first page of this Agreement is in Kansas, the interest rate will not exceed 36% per annum.
●
Prepayment: If your address on the first page of this Agreement is in Kansas, you may prepay in full the unpaid balance of a consumer credit transaction at any time without penalty.
●
Cost of Collection: If your address on the first page of this Agreement is in Kansas, you may be required topayreasonablecosts ofcollection paidto outside parties, including, but notlimited to, court costs, attorney fees and collection agency fees, except that your costs of collection will not:
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ChainFi,IncLoanandSecurityAgreementTemplate
(A)
IncludecoststhatwereincurredbyasalariedemployeeoftheChainfi,Inc.oritssuccessors and assigns;
(B)
includetherecoveryofbothattorneyfeesandcollectionagencyfees;or
(C)
beinmorethan15%oftheunpaiddebtafterdefault.
●
OriginationFee: Ifyouraddress onthe firstpageofthis Agreementisin Kansas, theOrigination Fee shall not exceed the lesser of 2% of the amount financed or $300.
●
Late Payment Fee: If your address on the first page of this Agreement is in Kansas, the late payment fee shall not exceed the lesser of 5% or $25.
MarylandResidents:
●
Governing Law: If your address on the first page of this Agreement is in Maryland, then this Agreement will be governed by Title 12, Credit Regulations, Subtitle 1, Interest and Usury, of Maryland Commercial Law.
●
Fees: If your address on the first page of this Agreement is in Maryland, then the Origination Fee will be $0.
●
Liquidation Fees: If your address on the first page of this Agreement is in Maryland, and your Collateralvalueisover$2,000,youwillnotbechargedtheLiquidationFeeintheeventofdefault.
●
Interest Rate: If your address on the first page of this Agreement is in Maryland, then the maximum Interest Rate is 18%.
MinnesotaResidents:
●
Origination(administrative)Fee:OriginationFeeisnotchargedtoMinnesotaresidents.
●
LiquidationFee:LiquidationFeeisnotchargedtoMinnesotaresidents.
●
Late Payment Fee: If any part of a monthly interest payment or loan repayment remains unpaid for ten (10) days after the payment due date, Lender will charge a late payment fee of the greater of(1)fivepercent(5%)oftheinterestamountdue,principalamountdue,anypriorunpaidinterest amount due, any prior unpaid principal amount due, and fees or (2) nine dollars and eighty-eight cents ($9.88). This amount will be due alongside the monthly payment amount.
●
Attorney-in-Fact: Appointing Lender (and its designees) as attorney and agent-in-fact does not apply to Minnesota residents.
●
CollectionCosts:MinnesotaresidentsarenotresponsibleforLender’sattorney’sfeesincurredas part of Collection Costs.
●
GoverningLaw:thisAgreementisgovernedbytheMinnesotalawsforMinnesotaresidents.
●
Venue: If you are a Minnesota resident, any suit, action, or proceeding arising under this Agreement will be instituted in any court sitting in Ramsey County, Minnesota.
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ChainFi,IncLoanandSecurityAgreementTemplate
MontanaResidents:
●
OriginationFee:TheOriginationFeeisnotchargedtoMontanaresidents.
●
Repayment Period; Payments; Late Payment: Youwill make monthlyinterest payments and a final lump-sum "balloon" payment of the principal balance at the end of the Repayment Period, plusanyother charges owed.Monthlyinterest paymentsarecalculatedbasedontheprincipal and the number of months in the Repayment Period and a final balloon payment. Partial principal prepayments will recalculate interest and balloon payments based on the original duration. Payments beginforty-five(45) days aftertheDisbursement Date and continueonthesame day of each successive month. The first payment and total interest may vary based on the actual funding date or payment due date changes.
●
Late Payment Fee: The late payment fee discussed in Section 5 (Terms of Repayment) will be fifteendollars($15)orfivepercent(5%)oftheamountpastdue,whicheverismore,butnotmore than fifty dollars ($50). This amount will be due alongside the monthly payment amount.
●
Late Payments: Lender may liquidate a portion of your Collateral in an amount equal to the monthly payment plus any Late Payment Fee and Liquidation Fee.
●
Balloon Payment: Lender may liquidate a portion of your Collateral if, by the last day of the RepaymentPeriod,you donot pay the principal oftheloanas discussed with Section 5(Terms of Repayment),andLendermayretaintheproceedsofanysaleofalloranypartof yourCollateralin an amountequaltotheoutstandingprincipal amountofyourLoanandany other amount you owe Lender.Thispaymentcannotbemadewithinforty-five(45)daysofmakingtheLoanandmaynot be due more than one (1) year from the date of making the Loan.
●
LiquidationFee:ThereisnoprocessingfeeforanyCollateralliquidatedbyLender.
●
Lender’s Security Interest in Your Collateral: If you are a resident of Montana, you do not appoint Lender as lawful attorney and agent-in-fact.
●
CollectionCosts:YouagreetopayLender’sCollectionCostsunlesstheLoanamountislessthan onethousanddollars($1,000),inwhichcase,youarenotresponsibleforpayingLender’sattorney’s fees incurred as part of Collection Costs, and unless otherwise prohibited by applicable law. The Collection Costs that I agree to pay may also include fees and costs incurred in connection with any appellate or bankruptcy proceedings to the extent permitted by applicable law.
NebraskaResidents:
●
OralAgreements:Oralagreementsorcommitmentstoloanmoney,extendcredit,orforbearfrom enforcing debt repayment (including promises to extend or renew debt) are not enforceable. This writing is the complete and exclusive statement of the agreement, except as the parties may later modify in writing.
NorthDakotaResidents:
●
Interest Rate Cap: If your address on the first page of this Agreement is in North Dakota, the interest rate will not exceed 36% per annum.
●
LatePaymentFee:IfyouraddressonthefirstpageofthisAgreementisinNorthDakota,thelate paymentfeewillnotexceed1.75%percentpermonthorfivepercent(5%)ofthemissedpayment
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ChainFi,IncLoanandSecurityAgreementTemplate
or payments. Additionally, for loans under $50,000, these late payment fees will not exceed $20. TheLendermay,atitssolediscretion,decidenottochargeortowaiveanysuchLatePaymentFee. Notwithstandingthemaximumslistedabove,the Lenderhascurrentlyelected nottoassessa Late Payment Fee under this Agreement.
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ChainFi,IncLoanandSecurityAgreementTemplate
OklahomaResidents:
●
BalloonPayment Right: If your address on the first page of this Agreement is in Oklahoma, and any scheduled payment is more than twice as large as the average earlier payments, you have the right to refinance the amount of that payment at the time it is due without penalty.
●
Rebate: If your address on the first page of this Agreement is in Oklahoma, and you choose to prepay your loan, Lender will give you a rebate. This rebate will be a portion of the original fee, calculatedbasedonthedifferencebetweenthedateyoupayLenderbackandyouroriginalMaturity Date.
●
Cost of Collection: If your address on the first page of this Agreement is in Oklahoma, and you failtomakeyourpaymentsonaloanofmorethanonethousanddollars($1,000),youagreetopay Lender’s reasonable attorney's fees up to an amount representing 15% of the unpaid debt after defaultandreferraltoanattorneythatisnotasalariedemployeeofLender.Youdonotneedtopay collection costs if your loan is under one thousand dollars ($1,000).
●
OriginationFee:IfyouraddressonthefirstpageofthisAgreementisinOklahoma,theorigination fee shall be equal to reasonable closing costs and taxes, but shall not exceed $6,600.
●
InterestRateCap:IfyouraddressonthefirstpageofthisAgreementisinOklahoma,theinterest rate on your loan will not exceed:
(a)
thetotalof:
(i)
thirty-two percent (32%) plus the federal funds rate per year on that part of the unpaid balances of the principal which is Seven Thousand Dollars ($7,000.00) or less;
(ii)
twenty-threepercent(23%)plusthefederalfundsrateperyearonthatpartoftheunpaid balancesoftheprincipalwhichismorethanSevenThousandDollars($7,000.00)butdoes not exceed Eleven Thousand Dollars ($11,000.00); and
(iii)
twenty percent (20%) plus the federal funds rate per year on that part of the unpaid balances of the principal which is more than Eleven Thousand Dollars ($11,000.00); or
(b)
twenty-five percent (25%) plus the federal funds rate per year on the unpaid balances of the principal.
SouthDakotaResidents:
●
OriginationFee:IfyouraddressonthefirstpageofthisAgreementisinSouthDakota,the Origination Fee shall not exceed 36%.
●
Refinance Fee: If your address on the first page of this Agreement is in South Dakota, and you refinancethisloan,youwillbechargedanoriginationfeeontheamountofmoneyrefinancedin the amount of 0%.
●
Interest Rate Cap: Your interest rate, inclusive of most fees except as discussed below, will not be more than 36%.
●
FeesExcludedfromInterestRateCap:Anylatefees,returncheckfees,andattorney'sfeeswill not count toward this 36% limit.
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ChainFi,IncLoanandSecurityAgreementTemplate
●
ExemptionstoInterestRateCap:Theinterestratelimitwillnotapplyifyouareabusinesswith a federal employer identification number and your Loan is for a business, commercial, or agricultural purpose.
●
ConsumerComplaints:AnyinappropriatenessinthewayinwhichLendermakesthisLoanorin Lender’s loan practices may be referred to the South Dakota Division of Banking. The address of the South Dakota Division of Banking is 1714 N Lincoln Ave Suite 2, Pierre, SD 57501. The telephone number of the South Dakota Division of Banking is (605) 773-3421.
UtahResidents:
●
CreditReportAccess:YougivepermissiontoLender,itsrepresentatives,agents,successors,and assigns to access your consumer credit report for any transaction, extension of credit, and on an ongoing basis, for account review, collection action, or other legitimate purposes. Upon request, you will be informed if a consumer credit report was ordered and provided the reporting agency's nameandaddress.Youwillbenotifiedthatanegativecreditreportmaybesubmittedifyoufailto fulfill your credit obligations under this Agreement.
●
OralAgreements:Oralagreementsorcommitmentstoloanmoney,extendcredit,orforbearfrom enforcing debt repayment (including promises to extend or renew debt) are not enforceable. This writing is the complete and exclusive statement of the agreement, except as the parties may later modify in writing.
Washington,D.C.Residents:
●
Loans Below $25,000: The District of Columbia does not regulate loans under $25,000. If your loan is below $25,000, then the below applies.
●
InterestRate:themaximuminterestrateandfeesyouwillpayforyourLoanis24%.
●
Damages: There are no liquidated or other damages as an additional fee for anydefault. You will only pay a Late Fee.
●
Collection Costs: Any attorney’s fees included in Lender’s Collection Costs will not be greater than ten percent (10%) of the unpaid portion of the Loan after foreclosure proceedings.
WashingtonResidents:
●
LiquidationFee:ThereisnoprocessingfeeforanyCollateralliquidatedbyLender.
WisconsinResidents:
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ChainFi,IncLoanandSecurityAgreementTemplate
●
Married Wisconsin Residents: Your signature confirms this loan obligation is incurred in the interest of your marriage or family and your spouse has actual knowledge that credit is being extended to you. No marital property agreement, unilateral statement, or court decree under Wisconsin’s Marital Property Act adversely affects Lender’s rights unless you provide a copy beforecreditisgranted,orLenderhasactualknowledgeoftheadverseobligation.Youunderstand Lender may be required to notify your spouse. If credit is granted, you agree to notify Lender if yourspouseneedsnotificationthatcredithasbeenextendedtoyoubysendingyourname,account number, and your spouse’s name and address to support@archlending.com.
21.
NoticetoCustomer
1.
DONOTSIGNTHISBEFOREYOUREADIT,EVENIFOTHERWISEADVISED.
2.
DONOTSIGNTHISIFITCONTAINSANYBLANKSPACES.
3.
YOUAREENTITLEDTOANEXACTCOPYOFANYAGREEMENTYOUSIGN.
4.
YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE THE UNPAID BALANCE DUEUNDERTHISAGREEMENTANDYOUMAYBEENTITLEDTOAPARTIALREFUND OF THE FINANCE CHARGE.
CAUTION -- IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFOREYOU SIGN IT.
22.
AcknowledgmentandConsent
BYSIGNINGBELOW,WHETHERMANUALLY,DIGITALLY,ORELECTRONICALLY,THE
UNDERSIGNED, US Digital Mining & Hosting Co, AS THE BORROWER UNDER THIS AGREEMENT, YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THETERMSOFTHISAGREEMENT,ANDFURTHERACKNOWLEDGEANDCONSENTTO ENTERING INTO AN ELECTRONIC TRANSACTION WITH LENDER.
US Digital Mining & Hosting Co AuthorizedSignatoryName:/s/ Richard Russell
Authorized Signatory Title: CFO ElectronicallysignedonAugust3,2026at 2:36 PM EDT
Signedbyrrussell@lmfunding.com(IP
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ChainFi,IncLoanandSecurityAgreementTemplate
Address:47.207.42.208)
Borrower
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ChainFi,IncLoanandSecurityAgreementTemplate
EXHIBITA–CONSUMERACHAUTHORIZATIONAND AGREEMENT
1.
UnderstandingYour"TransferFunds"Feature
You understand that the "Transfer Funds" feature allows you to electronically transfer funds via the Automated Clearing House (ACH) between your eligible Lender account(s) and your external bank account(s)atotherfinancialinstitutions(each,an"ExternalAccount").Thisfeaturebecomesavailableonce you've successfully registered your External Account(s).
Your"TransferFunds"featureincludes,butisn'tlimitedto,thesetypesoftransfers:
●
One-TimeOn-DemandTransfers:Theseallowyoutoinitiatemultiple,non-recurring,individual transfers.You'llspecifythetransferdateanddollaramountforeachtransferthroughthe"Transfer Funds" feature of Online and Mobile Banking as you need them.
●
Recurring Transfers: These allow you to set up transfers of a fixed dollar amount at regular intervals.You'll establishtheseintervalsthroughthe"Transfer Funds"feature of OnlineandMobile Banking.
●
OtherACHTransferFeatures:ThisincludesanyotherACHtransferfunctionalitiesthatwemay make available to you in the future.
2.
YourAuthorizationforACHTransfers
Subjecttothetermsofthe"TransferFunds"featureandyourotheragreementswithLender,youauthorize Lender to initiate electronic credit and debit entries toyour eligible Lender account(s) and each registered External Account. This authorization covers:
●
On-DemandTransfers:Variousamountsatvaryingtimes,initiatedbyyourinstructions.
●
RecurringTransfers(PreauthorizedTransfers):Fixedamountsatthefrequencyyou'veselected, initiated by your instructions.
You understandand agreethatif anytransferdatefallsona weekendor bankholiday,thetransfermaybe executed on the next business day, or as soon as reasonably possible at Lender’s discretion.
3.
YourRepresentations,Warranties,andCompliance
You represent and warrantthat you have all necessaryrights, power, andauthorityto authorize debits and creditstoyourLenderaccountandanyregisteredExternalAccount(s).Youalsoconfirmthatall
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ChainFi,IncLoanandSecurityAgreementTemplate
informationandinstructionsyouprovidetoLenderregardinganyACHtransferarecompleteandaccurate. You agree that all ACH transactions you authorize will comply with all applicable laws.
4.
CorrectingYourErrors
Should an incorrect amount be withdrawn from or deposited to your External Account(s) or your Lender account(s), you authorize Lender to correct the error by debiting or crediting the respective account(s).
5.
TerminatingYourAuthorization
This authorization will remain in full force and effect until Lender has received written notification from you of its termination. You must provide such notification in a timely manner that allows Lender a reasonable opportunity to act on it.
For Preauthorized Transfers, you understand that it's your responsibility to contact Lender to stop or cancelaPreauthorizedTransferatleastthree(3)businessdayspriortothefollowingscheduledpayment.
Ineithercase,pleasesendyourwrittennoticeto:
6.
CompliancewithACHRules
You acknowledge thattheorigination of ACHtransactions mustcomply withtheprovisions of applicable law and the rules of the National Automated Clearing House Association (NACHA). You request the financial institutionthat holds your External Account(s) tohonor all transfersinitiatedinaccordancewith this authorization.
7.
RetainingYourCopyofThisAgreement
You agreeto printthis ACHAuthorizationandretaina hard copy or saveit asanelectroniccopyforyour records.
[SignatureCollectedElectronically]
USDigital Mining&Hosting Co
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ChainFi,IncLoanandSecurityAgreementTemplate
AuthorizedSignatoryName:RichardRussell Authorized Signatory Title: CFO
Electronically signed on August 3, 2026 at 2:36 PM EDTSignedbyrrussell@lmfunding.com(IPAddress:47.207.42.208) Borrower
Date:08/03/26
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ChainFi,IncLoanandSecurityAgreementTemplate
AppendixforLoanCalculationsLedger
| Date | Loan ID | Loan Amount | Outstanding Principal Balance | Outstanding Interest AmountDue | Note |
| 08/03/26 | 1001 78075293 | $18,068,845. | $18,068,845. | $225,860.57 | InitialLoanBalance |
| 8172 | 28 | 28 | |||
| 08/03/26 | 1001 780752938745 | $18,127,131.88 | $18,127,131.88 | $30,211.89 | NewLoan Rollover.Notetheamountdisbursed (sent) to the customer is:$0.00 |
| Total LoanAmount:$18,127,131.88 | |||||
| Less: Amount used to payoffexistingprincipalbalance$18,068,845.28 | |||||
| Less:Amountusedtopay off Pro-Rated existing interest owed $58,286.60 | |||||
| Totalsenttocustomer: $0.00 | |||||
| 08/03/26 | 1001 78075293 | $18,068,845. | $0.00 | $0.00 | Initialloanamountof |
| 8172 | 28 | $18,068,845.28and | |||
| outstandinginterestisfully | |||||
| paidoffwiththe rollover. |
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