EARN Program Terms and Authorization

Last Update: November 5, 2021

The Public Mint EARN (the “Program”) is a program that allows customers (“you”, “your” or “Lender”) of Public Mint Inc. (“Public Mint,” "we," "us" or "our") to lend certain Digital Currency that you custody with Public Mint’s custodian partners through the Public Mint platform. In order to participate in the Program, you must agree to this Terms of Service and Authorization Agreement (“Authorization Agreement”) and enter into one or more Master Loan Agreements (“Loan Agreements”) with the borrowers disclosed on Schedule A (“Borrowers”). By choosing to participate in our Program, you acknowledge that you have read, understood and agreed to this Authorization Agreement.

By indicating your acceptance of the Agreement or using Public Mint services in order to participate in the EARN Program, you agree that you have read, understood and accept all of the terms and conditions contained in this Authorization Agreement.

RECITALS

WHEREAS, subject to the terms and conditions of this Authorization Agreement and separate Loan Agreements, Borrower or Lender may, from time to time, seek to initiate a transaction pursuant to which Lender will lend Digital Currency or U.S. Dollars to Borrower, and Borrower will pay a Loan Fee and return such Digital Currency or U.S. Dollars to Lender upon the termination of the Loan.

Now, therefore, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby acknowledged, the Borrower and the Lender hereby agree as follows:

I. Definitions

“Attachable Balances” refers to certain unencumbered balances under the control of Borrower and used for various business purposes.

“Borrowed Amount” refers to the value of the Loaned Assets, whether in Digital Currency or in U.S. dollars on the Loan Effective Date.

“Business Day” means a day on which Borrower is open for business.

“Business Hours” means between the hours of 9:00 am to 5:00 pm Pacific time on a Business Day.

“Close of Business” means 5:00 pm Pacific time.

“Digital Currency” means USD Coin (USDC) or any digital currency that the Borrower and Lender agree upon.

“Digital Currency Address” means an identifier of alphanumeric characters that represents a digital identity or destination for a transfer of Digital Currency.

“Fixed Term Loan” means a Loan with a Maturity Date, where Borrower does not have a Prepayment Option and Lender does not have a Call Option.

“Loan” means a request for a loan or an actual loan of Digital Currency or U.S. Dollars made pursuant to and in accordance with this Agreement.

“Loan Balance” means the sum of all outstanding amounts of Loaned Assets.

“Loan Documents” means this Agreement including, as applicable, any separate Loan entered into between Lender and Borrower.

“Loan Effective Date” means the date upon which a Loan begins.

“Loaned Assets” means any Digital Currency or U.S. Dollar amount transferred in a Loan hereunder until such Digital Currency (or identical Digital Currency) or U.S. Dollar amount is returned to Lender hereunder. For purposes of return of Loaned Assets by Borrower or purchase or sale of Digital Currencies pursuant to Section II, such term shall include Digital Currency of the same quantity and type as the Digital Currency, as adjusted pursuant to the preceding sentence.

“Maturity Date” means the pre-determined future date upon which a Loan becomes due in full.

“Open Loan” means a Loan without a Maturity Date where Borrower has a Prepayment Option

“Prepayment Option” means the Borrower has the option to repay or return the Loaned Assets whether or not the Loan has a Maturity Date, subject to this Agreement and in particular Section II.

“Request Day” means the business day the borrower requests the loan.

“Term” means the period from the Loan Effective Date through Termination Date.

“Term Loan with Prepayment Option” means a Loan with a Maturity Date where Borrower has a Prepayment Option.

“Termination Date” means the date on which the Loan Balance is returned to Lender.

II. Program Risks.

YOUR AVAILABLE DIGITAL CURRENCY WILL LEAVE THE CUSTODY OF OUR CUSTODIAN PARTNERS, AND YOU ACCEPT THE RISK OF LOSS ASSOCIATED WITH LOAN TRANSACTIONS, UP TO, AND INCLUDING, TOTAL LOSS OF YOUR AVAILABLE DIGITAL CURRENCY.

We are not a depository institution, and our Program does not offer a depository account. Participating in our Program may put your Digital Currency at risk.

Loans made through our Program may not be secured. As a Lender, you understand that you have exposure to Borrower credit risk. Borrowers are not required to post collateral to you or to us, however, they may require collateral to secure loans that they themselves make.

Transactions in Digital Currency may carry added risk compared to lending of other types of assets because transactions in cryptocurrency are in many cases irreversible. Funds may not be recoverable in the event of errors or fraudulent activity.

We are not a principal to any Loan, and we have no obligation or ability to return the Loaned Digital Currency from your Borrower in the event of a Borrower default.

The Borrower is not required to custody or maintain the Loaned Digital Assets with us or any other Public Mint-controlled account. You understand that we cannot be and are not responsible for any Digital Currency once they leave the custody of Public Mint’s custodian partners.

You understand that Loans are not insured by us or any governmental program or institution and that we do not assume any market or investment risk of loss associated with your Participation in our Program.

Loan Fees are variable and subject to change. Loan Fees may decline over time and we cannot guarantee that you will earn any particular rate of return on your Available Digital Currency by making Loans.

You are responsible for determining any taxes you may owe as a result of your participation in our Program. You should consult a tax advisor if you have questions about the tax implications of our Program.

III. Appointment of Public Mint as Your Agent

You hereby appoint and authorize Public Mint as your agent to transfer on your behalf Digital Currency which you own and designate as available for lending, or that you otherwise transfer into our Program (in each case, “Available Digital Assets”), to Borrowers in accordance with the terms of this Agreement. We shall have the responsibility and authority to do or cause to be done all acts we shall determine to be desirable, necessary, or appropriate to implement and administer your authorization to lend Available Digital Assets through our Program. You acknowledge and agree that we are acting as a fully disclosed agent and not as principal in connection with the lending of your Available Digital Assets through our Program.

All lending by you through our Program will be on an unsecured basis. We will not collect or hold collateral from Borrowers, nor maintain any collateral account for your benefit.

We may, but are not required to, maintain a “liquidity reserve” on your behalf of up to thirty percent (30%) of your Available Digital Assets (“Reserve”) in order to more quickly fund your Loan callback and withdrawal requests. We may maintain a Reserve by withholding any amount of Available Digital Assets you designate for a Loan. You appoint and authorize Public Mint to adjust such Reserve from time to time based on demand and activity in the Program, number of available Borrowers, or any other criteria set by us in our reasonable discretion. Available Digital Assets that we custody with our custodian partners as your Reserve will not accrue Loan Fees. We will exclude any Reserve, if applicable, from the calculation or the interest rate and/or other Loan Fees presented to you at the time a Loan is made. A Reserve is not collateral and will not be reinvested on your behalf.

IV. General Loan Terms.

(a). Loans of Digital Currency or U.S. Dollars

Subject to the terms and conditions hereof, Borrower may, in its sole and absolute discretion, request from the Lender a Loan to Borrower of a specified amount of Digital Currency or U.S. Dollars, and Lender may, in its sole and absolute discretion, extend such Loan or decline to extend such Loan on terms acceptable to Lender.

(b) Loan Procedure

From time to time, Lender and Borrower may agree to a Loan. At the time a Loan is agreed, Lender and Borrower shall agree to the following terms:

Whether U.S. Dollars or Digital Currency, and if Digital Currency, the type of Digital Currency;
the amount of Digital Currency or U.S. Dollars;
the type of Loan;
the Loan Effective Date;
the Maturity Date (if a Fixed Term Loan or a Term Loan with Prepayment Option);
the Loan Fee as described in Section V.

If Lender agrees to make a Loan, Lender authorizes Public Mint to transmit to Borrower’s Digital Currency Address the amount of Digital Currency, or Borrower’s bank account the amount of U.S. Dollars, as applicable.

(i) Loan Repayment

Unless otherwise specified in subsection (ii) below, upon the earlier of the Maturity Date, or the Redelivery Day (as defined below) for a Loan, Borrower shall repay the entirety of the Loan Balance to Lender by Close of Business.

(ii) Prepayment Option

For Loans in which Borrower has a Prepayment Option, Borrower may notify Lender during Business Hours of Borrower’s intent to return the Loan, or repay a portion of the Loan, prior to maturity Borrower shall provide said notice at least two Business Days prior to the date on which the Borrower will repay all or a portion of the Loan Balance (said later date, the “Redelivery Day”). Borrower’s exercising of its Prepayment Option shall not relieve it of any of its obligations herein, including without limitation its payment of owed Loan Fees.

In the event of a Prepayment Option where the Borrower repays only a portion of the Loan Balance, Borrower shall repay said portion of the Loan Balance on the Redelivery Day and the remaining portion of the Loan Balance on the earlier of the Maturity Date, or subsequent Redelivery Day.

(d) Termination of Loan

A Loan will terminate upon the earlier of:

the Maturity Date (if applicable);
the repayment of the Loan Balance by Borrower prior to the Maturity Date (if applicable);
the occurrence of an Event of Default as defined in Section VII; however, Lender shall have the right in its sole discretion to suspend the termination of a Loan under this subsection (iii) and reinstitute the Loan. In the event of reinstitution of the Loan pursuant to the preceding sentence, Lender does not waive its right to terminate the Loan hereunder; or
Public Mint determining in its sole discretion that the Loaned Assets are at risk of being: (1) considered a security, swap, derivative, or other similarly-regulated financial instrument or asset by any regulatory authority, whether governmental, industrial, or otherwise, or by any court of law or dispute resolution organization. arbitrator, or mediator; or (2) subject to future regulation materially impacting this Agreement, the Loan, or Public Mint’s business.

Nothing in the forgoing shall cause, limit, or otherwise affect the Term and termination of this Agreement except as specified in Section XXI.

V. Loan Fees and Transaction Fees.

(a) Loan Fee

Unless otherwise agreed, Borrower agrees to pay Lender a financing fee on each Loan (the “Loan Fee”). When a Loan is executed, the Borrower will be responsible to pay the Loan Fee as agreed. Except as Borrower and Lender may otherwise agree, Loan Fees shall accrue from and include the date on which the Loaned Assets are transferred to Borrower to the date on which such Loaned Assets are repaid in their entirety to Lender. For any Loan, the minimum Loan Fee shall be the Loan Fee that would accrue for one day.

Borrower shall calculate any Loan Fees and provide Lender with the calculation upon request. The Loan Fee will be calculated on all outstanding portions of the Loaned Assets. The Loan Fee is payable in accordance with the terms agreed when the Loan is entered into by the Parties.

(b) Payment of Loan Fees

Unless otherwise agreed, any Loan Fee payable hereunder shall be paid by Borrower upon the earlier of (i) five (5) Business Days after the first business day of the month or (ii) the termination of all Loans hereunder (the “Payment Due Date”). A statement for Loan Fees (the “Statement”) shall be sent out on the first Business Day of the month and shall include any Loan Fees, incurred during the previous month. Borrower shall have up to five (5) Business Days from the date of said Statement to pay the Loan Fee. Failure of Borrower to timely send the Statement in accordance with the preceding sentence shall not be considered a material default under Section V nor shall it relieve Borrower of its obligation to pay any Loan Fees owed herein nor negate any Event of Default resulting from Borrower’s failure to timely pay such fees. The Loan Fee shall be payable, unless otherwise agreed by the Borrower and Lender in the Loan Term Sheet, whether U.S. Dollars or Digital Currency on the same blockchain and of the same type that was loaned by the Lender during the Loan.

Notwithstanding the foregoing, in all cases, all Loan Fees, shall be payable by Borrower immediately upon the occurrence of an Event of Default hereunder by Borrower.

All transfer or other taxes or third-party fees payable with respect to the transfer, repayment, and/or return of any Loaned Assets hereunder shall be paid by Lender.

VI. Representations and Warranties.

(a) Mutual

Each party hereto represents and warrants that (a) it has and will have the legal right, power and authority to execute and deliver this Authorization Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Authorization Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Authorization Agreement will at all times comply with all applicable laws and regulations.

(b) Lender

You represent and warrant that (a) you are in compliance with all terms and conditions to which you are subject in the provision of our Services , (b) you have made your own determination as to (and you acknowledge that we are making no representation or warranty as to) the tax and accounting treatment of any Loan, including any Loan Fees or other remuneration or other funds received with respect thereto; (c) you are the legal and beneficial owner of (or exercise complete discretion over) all Available Digital Assets free and clear of all liens, claims, security interests and encumbrances; and (d) all transactions you authorize through our Program are carried out for your own account and not on behalf of any other person or entity.

VII. Default

It is further understood that any of the following events shall constitute an event of default hereunder, and shall be herein referred to as an “Event of Default” or “Events of Default”:

the failure of the Borrower to return any and all Loaned Assets upon termination of any Loan;
the failure of Borrower to pay any and all Loan Fees, when due hereunder; however, Borrower shall have ten (10) Business Days to cure such default;
a material default by either Party in the performance of any of the other agreements, conditions, provisions or stipulations contained in this Agreement, including without limitation a failure by Borrower to abide by its obligations in Section III of this Agreement and Borrower’s failure to cure said material default within ten (10) Business Days;
any bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors or dissolution proceedings that are instituted by or against the Borrower and are not be dismissed within thirty (30) days of the initiation of said proceedings;
any representation or warranty made by either Party in any of the Loan Documents that proves to be incorrect or untrue in any material respect as of the date of making or deemed making thereof; or
either Party notifies the other of its inability to or its intention not to perform its obligations hereunder, or otherwise disaffirms, rejects, or repudiates any of its obligations hereunder.

VIII. Remedies

Upon the occurrence and during the continuation of any Event of Default by Borrower, the Lender may, at its option: (1) declare the entire Loan Balance outstanding for any Loan hereunder immediately due and payable; (2) terminate any Loan upon notice to Borrower; and (3) exercise all other rights and remedies available to the Lender hereunder, under applicable law, or in equity; provided, that upon any Event of Default pursuant to Section V as to a particular Loan, the entire Loan Balance then outstanding hereunder shall automatically become and be immediately due and payable.
We act as your authorized agent under this Authorization Agreement with respect to facilitating your Loans to Borrowers. However, your Available Digital Assets leave our custody during the term of a Loan and the applicable callback period. The loan of Available Digital Assets to a Borrower cannot be reversed by us at our own discretion or our customer’s direction. We do not insure, indemnify, or otherwise guarantee the return of your Digital Assets that have been loaned to a Borrower. Your counterparty in each Loan transaction is a Borrower, and you alone bear the risk of loss of your loaned Digital Assets principal should a Borrower default. Your remedies in the event of a Borrower default will be determined by the applicable Loan Agreement. These remedies may be limited or, in some cases, unavailable in the event of a Borrower default. We shall be entitled to exercise any rights and remedies under the Loan Agreement on your behalf, and will be fully protected in acting in any manner we deem reasonable and appropriate. If the Borrower does not return the Loaned Digital Assets, it may not be possible to recover the assets from the Borrower, and we shall have no obligation to pursue such recovery on your behalf.

IX. Rights and Remedies Cumulative.

No delay or omission by the Lender or Borrower in exercising any right or remedy hereunder shall operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies hereunder. All rights of the Lender or Borrower stated herein are cumulative and in addition to all other rights provided by law or in equity.

X. Survival of Rights and Remedies

All right and remedies hereunder and all obligations with respect to any Loan shall survive the termination of the relevant Loan, return of Loaned Assets, and termination of this Agreement.

XI. Governing Law; Dispute Resolution.

This Agreement is governed by, and shall be construed and enforced under, the laws of the State of California without regard to any choice or conflict of laws rules. If a dispute arises out of or relates to this Agreement, or the breach thereof, and if said dispute cannot be settled through good faith negotiations, it shall be finally resolved by arbitration administered in Los Angeles, California, by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator, or such other applicable arbitration body as required by law or regulation, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties agree to waive their rights to a jury trial. If any proceeding is brought for the enforcement of this Agreement, then the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in such proceeding in addition to any other relief to which it may be entitled.

XII. Confidentiality.

Each Party to this Agreement shall hold in confidence all information obtained from the other Party in connection with this Agreement and the transactions contemplated hereby, including without limitation any discussions preceding the execution of this Agreement (collectively, “Confidential Information”). Confidential Information shall not include information that the receiving Party demonstrates with competent evidence was, or becomes, (i) available to the public through no violation of this Section X, (ii) in the possession of the receiving Party on a non-confidential basis prior to disclosure, (iii) available to the receiving Party on a non-confidential basis from a source other than the other Party or its affiliates, subsidiaries, officers, directors, employees, contractors, attorneys, accountants, bankers or consultants (the “Representatives”), or (iv) independently developed by the receiving Party without reference to or use of such Confidential Information.
Each Party shall (i) keep such Confidential Information confidential and shall not, without the prior written consent of the other Party, disclose or allow the disclosure of such Confidential Information to any third party, except as otherwise herein provided, and (ii) restrict internal access to and reproduction of the Confidential Information to a Party’s Representatives only on a need to know basis; provided, however, that such Representatives shall be under an obligation of confidentiality at least as strict as set forth in this Section X.
Each Party also agrees not to use Confidential Information for any purpose other than in connection with transactions contemplated by this Agreement.
The provisions of this Section XII will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law, regulation, or direction by a court of competent jurisdiction or government agency or regulatory authority with jurisdiction over said Party; provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure. Notwithstanding the foregoing, Lender may disclose the other Party’s Confidential Information without notice pursuant to a written request by a governmental agency or regulatory authority.
The obligations with respect to Confidential Information shall survive for a period of three (3) years from the date of this Agreement. Notwithstanding anything in this agreement to the contrary, a Party may retain copies of Confidential Information (the “Retained Confidential Information”) to the extent necessary (i) to comply with its recordkeeping obligations, (ii) in the routine backup of data storage systems, and (iii) in order to determine the scope of, and compliance with, its obligations under this Section X; provided, however, that such Party agrees that any Retained Confidential Information shall be accessible only by legal or compliance personnel of such Party and the confidentiality obligations of this Section X shall survive with respect to the Retained Confidential Information for so long as such information is retained.

XIII. Notices.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement, other than operational communications as described in Sections IV and V, shall be in writing and shall be personally delivered or sent by Express or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a Party may designate in accordance herewith).

XIV. Modifications.

We reserve the right to update this Authorization Agreement from time to time, including the Schedules attached hereto, and will notify you of material updates via email or through your online account with us. Your continued participation in our Program indicates your acceptance to the Authorization Agreement, as updated.

XV. Agents and Subcontractors

We may use such agents, including sub-custodians, third party custodians and our affiliates, as we deem appropriate to carry out our duties under this Authorization Agreement. Our sole liability for the acts or omissions of any agent shall be limited to liability arising from our failure to use reasonable care in the selection of such agent.

XVI. Successors and Assigns.

This Authorization Agreement supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning Loans. This Authorization Agreement shall not be assigned by you without our prior written consent. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective heirs, representatives, successors, and permitted assigns.

XVII. Severability of Provisions.

Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

XVIII. Relationship of Parties.

Nothing contained in this Agreement shall be deemed or construed by the Parties, or by any third party, to create the relationship of partnership or joint venture between the parties hereto, it being understood and agreed that no provision contained herein shall be deemed to create any relationship between the parties hereto other than the relationship of Borrower and Lender.

XIX. No Waiver.

The failure of or delay by the Borrower or the Lender to enforce an obligation or exercise a right or remedy under any provision of this Agreement or to exercise any election in this Agreement shall not be construed as a waiver of such provision, and the waiver of a particular obligation in one circumstance will not prevent the Borrower or the Lender from subsequently requiring compliance with the obligation or exercising the right or remedy in the future. No waiver or modification by either Party of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by both parties.

XX. Standard of Care and Indemnification.

We shall use reasonable care in the performance of our duties hereunder consistent with that exercised by custodians generally in the performance of duties arising from acting as agent for clients in asset lending transactions.

You agree to indemnify us and hold us harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by us in rendering services hereunder or in connection with any breach of the terms of this Authorization Agreement, except such loss or liability which results from our gross negligence or willful misconduct.

Notwithstanding any express provision to the contrary herein, we shall not be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, even if we have been apprised of the likelihood of such damages occurring.

You acknowledge that in the event that your participation in our Program generates income, we may be required to withhold tax or may claim such tax from you as is appropriate in accordance with applicable law.

XXI. Term and Termination.

It is the intention of the parties hereto that this Authorization Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made. We may terminate this Authorization Agreement immediately if (a) we, in our sole discretion, determine to suspend or terminate our Program; (b) we, in our sole discretion, determine that you have violated any terms and conditions under this Authorization Agreement or other terms and conditions to which you are subject in the provision of our Services to you; or (c) upon the default of you or any Borrower under the terms of an applicable Loan Agreement. Following such termination, no further Loans shall be made hereunder on your behalf, and we shall, within a reasonable time after termination of this Authorization Agreement, terminate any and all outstanding Loans. The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided.

XXII. Miscellaneous.

Whenever used herein, the singular number shall include the plural, the plural the singular, and the use of the masculine, feminine, or neuter gender shall include all genders where necessary and appropriate. This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and no other Person shall have any right, benefit, priority or interest under, or because of the existence of, this Agreement. The section headings are for convenience only and shall not affect the interpretation or construction of this Agreement. The Parties acknowledge that the Agreement and any Lending Request are the result of negotiation between the Parties which are represented by sophisticated counsel and therefore none of the Agreement’s provisions will be construed against the drafter.

Schedule A - EARN Program Approved Borrowers

Plutus Lending LLC (“Abra””),

Address: 800 West El Camino Real, Suite 180, Mountain View, CA 94040, United States

website: www.abra.com

Celsius Network LLC (“Celsius”),

Address: 221 River Street, 9th floor, Hoboken, NJ 07030 USA

website: https://celsius.network/

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