LIBERTY COIN FINANCING AGREEMENT

Last Updated: February 1, 2025 (“Update Date”)

This Liberty Coin Financing Agreement (“Agreement”) between Liberty Coin Network as lender (“Lender”) and purchaser/borrower (“Purchaser”) certifies Purchaser has agreed to purchase, finance, sell and utilize Liberty Coins under the contractual terms of financing and conditions of collateral security interest contained herein. Furthermore, by applying on www.libertycoingold.com (“Liberty Coin Network Site”) to purchase and finance Liberty Coins and become a member of the Liberty Coin Network you acknowledge that you have read, understand and expressly agree to all terms and conditions contained in this Agreement, the Liberty Coin Network Membership Agreement, the Liberty Coin Purchase, Sale, and Use Agreement, the Liberty Coin Collateralization Agreement, and the Liberty Coin Network Privacy Agreement and all other terms and conditions contained on the Liberty Coin Network Site.

1. Definition and Limitations.

a. The Liberty Coin Network (“Liberty Coin Network”) facilitates Liberty Coin transactions for its member/owners (“Liberty Coin Holders”).

b. Liberty Coin (“Liberty Coin” or “LC”) is a real asset, that trades digitally on the Liberty Coin Exchange where physical coin delivery is comprised of a 1 troy oz. coin of independently certified 99.95% pure gold, the financing of which prior to physical delivery is exclusively governed by the terms and conditions contained in this Agreement.

c. Purchaser expressly agrees that this Agreement shall be administrated and enforced by either the Liberty Coin Network or without limitation any of its subsidiaries, affiliates, contractors, service providers, or other entities it may designate. 

d. The purpose of this Agreement is to finance Purchaser’s purchase of Liberty Coins from date of purchase through one or more predetermined maturity dates, or through physical coin delivery or automatic resale if so elected (“Financing”). The Financing shall be comprised of individual credit loans (“Individual Credit Loans”). The Individual Credit Loans shall collectively comprise the total credit extended by Lender to Purchaser (“Credit”).

e. Purchaser’s Liberty Coin Network account (“Liberty Coin Network Account”) includes one or more of the following Liberty Coin Network services: Liberty Coin Ownership Ledger and Liberty Coin User Account. Purchaser hereby expressly acknowledges and unconditionally agrees that the Financing loan principal, interest, and other costs and fees payable or owed by Purchaser to Lender shall at any point in time be equal to the Financing principal and accrued interest, costs and fees shown in Purchaser’s Liberty Coin Network Account (“Financing Account Information”). Purchaser expressly acknowledges and unconditionally agrees that the Financing Account Information can be only accessed through Purchaser’s online Liberty Coin Network Account.

f. All ounces or oz. quoted or referenced in this Agreement are in troy ounces, where 1 troy ounce equals 1.09714286 avoirdupois ounce also known as an English standard ounce (“oz.”).

g. All dollars quoted or referenced in this Agreement are in United States currency or certified funds (“USD”).

h. The purchasing, transacting, financing, usage, or holding of Liberty Coins involves risk. You should therefore carefully consider whether purchasing, transacting, financing, usage, or holding Liberty Coins is suitable for you in light of your financial condition and objectives.

2. Security Interest.

a. All Liberty Coins now or hereafter owned, held, carried or maintained by Purchaser or by any affiliates in Purchaser possession or control, or in the possession or control of any such affiliate, for any purpose, in or for any account of the Purchaser now or hereafter opened, including any Liberty Coin Network account in which the Purchaser may have a beneficial ownership interest, shall be subject to a lien for the discharge of all the indebtedness and other obligations of the Purchaser under the terms of this Agreement, and are the Lender’s primary secured interest for the payment of any liability or indebtedness of the Purchaser (“Liberty Coin Collateral”).

b. Lender, without giving Purchaser prior notice, shall have the right to transfer Liberty Coins and Liberty Coin Collateral from or to any of the accounts of the Purchaser whenever in Lender’s exclusive judgment it considers such a transfer necessary for its protection. In enforcing a lien, Lender shall have the sole discretion to determine which Liberty Coins are to be sold and which loans are to be paid. Unpaid or accrued interest, costs and fees shall be paid in full before any payments are applied by Lender to loan principal.

3. Payment of Indebtedness Upon Sale or Demand.

a. Purchaser shall pay Lender an amount equal to one-hundred percent (100.0%) of the gross sale proceeds (“Sale Proceed Payment”) from each Liberty Coin sold by Purchaser until any obligations of the Purchaser under this Agreement have been paid in full including any unpaid interest, costs and fees thereon. Purchaser expressly and unconditionally authorizes the Liberty Coin Network to direct or pay Sale Proceed Payments to Lender upon consummation of each Liberty Coin sale.

b. In no event shall Purchaser’s sale of Liberty Coins be permitted to result in a deficiency of the Liberty Coin Collateral or create an account debt balance. Purchaser shall not be liable to Lender for any deficiency remaining in any Liberty Coin Collateral or debit account balance in the event of the liquidation of Liberty Coins thereof, in whole or in part, by Lender. However, Purchaser shall be liable to Lender for any deficiency remaining in any such accounts in the event liquidation of Liberty Coin thereof, in whole or in part, was the result of Purchaser actions or was the result of Purchaser’s breach of the terms of this Agreement; and Purchaser shall make payment of such obligations and indebtedness upon demand to Lender.

c. All sales of Purchaser Liberty Coins or Liberty Coin Collateral shall be subject to approval of the Liberty Coin Network and Lender, where approval of each Liberty Coin sale shall not be unreasonably withheld.

4. Liability for Costs of Collection.

In the event an account deficiency or debit balance was created as the direct result of Purchaser’s actions or breach of the terms of this Agreement, the costs and expenses of collection of the debit balance and any unpaid deficiency in the accounts of the Purchaser with Lender, including, but not limited to, attorney’s fees and other costs incurred and payable or paid by Lender, shall be payable by the Purchaser.

5. Loan Maturity.

a. Each such Individual Credit Loan made by Lender to finance Purchaser’s purchase of Liberty Coins shall be paid upon the earlier (i) a predetermined payoff date as shown in Purchaser’s Liberty Coin Network Account, or (ii) the physical delivery of 1.oz. certified 99.95% pure gold Liberty Coins, or proceeds from sale thereof (“Maturity Date”).

b. The Maturity Date for each Individual Credit Loan or Liberty Coin financed shall be shown in Purchaser’s Liberty Coin Network Account.

c. All such Individual Credit Loans made hereunder shall become part of the Credit. Lender may at its sole and exclusive option extend the Maturity Date for any or all Individual Credit Loans.

6. Interest Rate.

a. The interest rate for each Individual Credit Loan shall be equal to the interest rate shown in Purchaser’s Liberty Coin Network Account (“Interest Rate”). The period for which interest charges are made runs from 12:00 am on the first day of each month up to and including 11:59 pm on the last day of each month.

b. After the Maturity Date for any Individual Loan Credit, the unpaid principal amount of the Individual Loan Credit shall be in default and bear interest until paid at the stated Interest Rate plus an additional default rate of interest as shown in Purchaser’s Liberty Coin Network Account (“Default Interest Rate”), payable on demand. All interest due under this Agreement shall be computed on the basis of a year consisting of 365 days and paid for the actual number of days elapsed.

7. Computation of Interest Charges.

a. At the close of each charge period, an interest charge is computed by multiplying the average daily debit balance by the applicable interest rate and by the number of days during which a debit balance was outstanding, and then dividing by 365. If there has been a change in the interest rate separate computations will be made with respect to each rate of charge for the appropriate number of days at each interest rate during the charge period. The interest charge for the charge period is due and payable in accordance with the terms and conditions shown in Purchaser’s Liberty Coin Network Account.

b. Purchaser expressly agrees that interest charges made to the Purchaser’s account at the close of a charge period will, unless paid, be added to the opening balance for the next charge period and that interest will be charged upon such opening balance, including all interest so added.

8. Loan Fees and Costs.

a. Lender shall charge Purchaser loan origination fees equal to a maximum of five percent (5.0%) of the gross loan amount of each Individual Credit Loan as defined hereinafter (“Loan Origination Fees”). Lender shall charge Purchaser for its transaction related costs, which shall not exceed a maximum of ten percent (10.0%) of the gross loan amount of each Individual Credit Loan as defined hereinafter (“Transaction Costs”).

b. Purchaser shall also be responsible for any direct third-party fees or costs incurred by the Lender including attorney, accounting, underwriting and advisory fees for each Individual Credit Loan as defined hereinafter (“Third-party Fees and Costs”).

c. The Loan Origination Fees, Transaction Costs and Third-party Fees and Costs shall collectively be referred to as Transaction Fees and Costs (“Transaction Fees and Costs”). The Transaction Fees and Costs for each Individual Loan Credit is due and payable in accordance with the terms and conditions shown in Purchaser’s Liberty Coin Network Account.

9. Prepayment.

Purchaser, at its option, may make a payment of all or any portion of the Credit prior to the Maturity Date without penalty (“Loan Prepayment”).

10. Note.

a. The obligation of Purchaser to repay the aggregate unpaid principal amount and any accrued interest, costs and fees thereon of the Individual Credit Loans shall be evidenced by a single promissory note of Purchaser stating that such note shall be payable to the order of the Lender and subject to the provisions of this Agreement (“Note”).

b. The Note is incorporated as Exhibit A of this Agreement (“Note”).

c. The effective date of the Note is shown in Purchaser’s Liberty Coin Network Account.

11. Liens.

Any Liberty Coins in any Purchaser Liberty Coin Network Account are Liberty Coin Collateral for any debit balance of any of Purchaser Credit. A lien on the Liberty Coin Collateral is created by these debits to secure the amount of the Credit owed to Lender.

12. Default.

a. Upon default by Purchaser under the terms of this Agreement, Lender shall be entitled to immediately seize the Liberty Coin Collateral and pursue any other available legal remedies without notice or limitation.

b. The payment obligation of the Purchaser with respect to this Agreement, together with accrued interest, costs and fees, shall mature in the event of any receivership, insolvency, liquidation or otherwise, bankruptcy, assignment for the benefit of creditors, reorganization whether or not pursuant to the bankruptcy laws, or any other marshalling of the assets and liabilities of the Purchaser.

13. Liability Disclaimer, Waiver and Indemnity.

a. Purchaser expressly acknowledges and agrees that Lender has no control over Liberty Coin marketability, liquidity or pricing including but not limited to asking or selling prices, bids or quotes, final purchase and sale prices, losses, gains, volatility, performance, volume, liquidity, demand, supply and regulatory requirements, and therefore Lender cannot and does not ensure, warrant, or guarantee marketability, liquidity or pricing of Liberty Coins.

b. Purchaser expressly acknowledges and declares that it fully understands that its Liberty Coins may experience volatility in pricing, marketability and liquidity.

c. If as a Purchaser the terms and conditions of this Agreement are not acceptable or as a Purchaser you do not understand the nature and extent of the risks associated with Liberty Coins, then you should not purchase or finance Liberty Coins.

d. Purchaser expressly agrees that that it will not seek to hold the Liberty Coin Network or Lender liable for any monetary losses or any special, incidental, or consequential damages arising from, or which are in any way connected or related to Purchaser’s Liberty Coin Network Account, Liberty Coin Network escrow services, trust services, financing, transactions, operations, Liberty Coin prices, values, liquidity and volatility, or liability in any way connected to past, current or future Liberty Coin demand, supply, purchase or sale, or to the marketability, distribution, holding or use of Liberty Coins.

e. Purchaser will have the sole responsibility to ensure that you as Purchaser have a good understanding of financing, usage, storage, transmission, financing, and default mechanisms associated with Liberty Coins. Purchaser expressly agrees that purchase and financing of Liberty Coins should be undertaken only by individuals, entities, or organizations that have a thorough understanding of digital assets and currencies, financial assets/products, commodities (specifically gold), and the gold mining industry.

f. To the fullest extent permitted by law Lender shall not be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of principal, loss of profits, missed opportunities, default costs, cost of damage assessment, mitigation costs, out of court recovery costs, legal costs, special, incidental or consequential damages, current or future, arising from this Agreement and its terms and conditions. To the fullest extent permitted under the laws governing this Agreement and its terms and conditions, Purchaser waives any rights of claim or recourse against Lender related to the aforementioned losses or damages, and agrees to indemnify Lender against claims of third parties related to the financing, purchase, ownership, sale, use, or default of Purchaser’s Liberty Coins.

g. THE PURCHASER AGREES TO NOT RELY ON (1) ANY ORAL INFORMATION, OR (2) ANY INFORMATION OF ANY TYPE NOT CONTAINED OR SPECIFICALLY REFERENCED IN THIS AGREEMENT.

h. THIS AGREEMENT MAY CONTAIN PROJECTIONS OR STATEMENTS DEEMED TO BE FORWARD-LOOKING WITHIN THE MEANING OF THE SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THEREUNDER. ANY PROJECTIONS CONTAINED IN THIS AGREEMENT ARE NOT HISTORICAL FACTS. WHEN USED IN THIS AGREEMENT, THE WORDS “FORECAST,” “ENVISION,” “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT,” “PLAN,” “PREDICT,” “MAY,” “WILL,” “SHOULD,” “COULD,” “WOULD”, “CAN,” THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, ARE INTENDED TO IDENTIFY PROJECTIONS IN TO THE FUTURE, BUT ARE NOT THE EXCLUSIVE MEANS OF IDENTIFYING THEM. WHILE PROJECTIONS IN TO THE FUTURE MAY BE BASED ON CERTAIN HISTORICAL TRENDS, CURRENT CONDITIONS, EXPECTED FUTURE DEVELOPMENTS AND OTHER FACTORS, SUCH STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND  OTHER FACTORS, MANY OF WHICH ARE BEYOND THE CONTROL OF THE LENDER AND LIBERTY COIN NETWORK, ARE DIFFICULT TO PREDICT AND COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED, FORECASTED OR PROJECTED BY LENDER AND LIBERTY COIN NETWORK. CERTAIN OF THESE RISKS AND UNCERTAINTIES ARE DESCRIBED IN THIS AGREEMENT; PROVIDED THAT SUCH RISKS AND UNCERTAINTIES ARE INTENDED TO BE ILLUSTRATIVE AND NOT EXHAUSTIVE. PROSPECTIVE PURCHASERS ARE CAUTIONED NOT TO RELY ON ANY PROJECTIONS OR FORECASTS THAT MAY BE CONTAINED IN THIS AGREEMENT.

i. THERE CAN BE NO ASSURANCE THAT THE RESULTS EXPECTED BY PURCHASER IN A DEFAULT WILL BE REALIZED OR, EVEN IF SUBSTANTIALLY REALIZED, THAT THEY WILL HAVE THE EXPECTED CONSEQUENCES TO OR EFFECTS ON ITS LIBERTY COINS. THE PROJECTIONS OR FORECASTS CONTAINED IN THIS AGREEMENT SPEAK ONLY AS OF THE UPDATE DATE OF THIS AGREEMENT. LENDER AND LIBERTY COIN NETWORK ASSUME NO OBLIGATION TO UPDATE ANY PROJECTIONS OR FORECASTS (IF ANY), WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

j. IMPORTANT FACTORS TO CONSIDER IN EVALUATING SUCH PROJECTIONS OR FORECASTS (IF ANY) INCLUDE BUT ARE NOT LIMITED TO: (I) CHANGES IN EXTERNAL COMPETITIVE MARKET FACTORS; (II) CHANGES IN WORKING CAPITAL AND OTHER CASH REQUIREMENTS; (III) GENERAL CHANGES IN THE INDUSTRY IN WHICH THE LIBERTY COINS COMPETE; AND (III) VARIOUS OTHER COMPETITIVE OR REGULATORY FACTORS THAT MAY PREVENT LIBERTY COIN NETWORK FROM SUCCESSFULLY PERFORMING ITS DUTIES IN THE MARKETPLACE. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, ACTUAL RESULTS COULD DIFFER MATERIALLY FROM PROJECTIONS (IF ANY) CONTAINED IN THIS AGREEMENT.

k. THE INFORMATION CONTAINED IN THIS AGREEMENT IS ASSUMED TO BE ACCURATE ONLY AS OF THE UPDATE DATE OF THIS AGREEMENT, REGARDLESS OF THE TIME OF DELIVERY OF THIS AGREEMENT OR ACTUAL DELIVERY DATE(S) OF LIBERTY COINS AND FINANCING THEREOF.

l. PURCHASING AND FINANCING LIBERTY COINS INVOLVES RISK. YOU AS PURCHASER SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH AND CONTAINED IN THIS AGREEMENT.

14. Terms, Conditions and Risks Liberty Coin Purchases, Ownership and Sales.

a. The acquisition and financing of Liberty Coins on the Liberty Coin Network implies and is evidence that Purchaser entered into this Agreement by agreeing to all of its terms and conditions, including all terms and conditions shown in its Liberty Coin Network Account and the Liberty Coin Network Site. By purchasing and financing Liberty Coins, you as Purchaser expressly declare, represent and warrant that:

i. You as Purchaser meet and fully understand the requirements and conditions of Liberty Coin purchases, financing, sale, use, and default as set forth in this Agreement.

ii. You as Purchaser have read carefully the terms and conditions in this Agreement, and you agree to their full contents and you accept to be legally bound by them.

iii. You as Purchaser are above 18 years old or you have reached the age in which you are qualified to enter into a contractual relationship in the country and province in which you reside.

iv. You as Purchaser have full authorization to act on behalf of the legal entity which will purchase and finance the Liberty Coins if acting on behalf of a legal entity.

v. You as Purchaser live in a jurisdiction which allows the purchase, financing, sale and use of Liberty Coins without requiring any local authorization.

vi. You will not use the Liberty Coins for any illegal activity, including but not limited to money laundering and the financing of terrorism.

vii. You as Purchaser have sufficient knowledge about the nature of digital assets and currencies, financial assets, and commodities and you have a good understanding of the purchase, financing, sale, usage, systems and services of financial assets/products, commodities (specifically gold) and the gold mining industry. 

viii. You as Purchaser are familiar with all related regulations in the specific jurisdiction you are based in and that the purchase, financing, sale and use of assets such as Liberty Coins is not prohibited, restricted or subject to additional conditions of any kind; participants cannot purchase or finance Liberty Coins if there are applicable legal restrictions in their country of residence. It is the responsibility of each purchaser to know these laws and take them into consideration before their purchase or financing of Liberty Coins.

ix. You as Purchaser are purchasing and financing Liberty Coins strictly based on their utility to you as an individual Liberty Coin owner.

x. You as Purchaser intend to hold Liberty Coins purchased over a long-term period of ownership.

xi. You as Purchaser expressly agree that you are not purchasing and financing Liberty Coins for the purpose of speculative or short-term ownership, sale or usage.

xii. You as Purchaser waive your right to participate in a class action lawsuit or a class-wide arbitration against the Lender and Liberty Coin Network.

b. Prior to participation, purchase, or financing of Liberty Coins, you as Purchaser are strongly advised to carefully consider the exemplary and non-exhaustive list of risks set forth in this Agreement and, to the extent necessary, consult a qualified financial advisor, attorney, accountant, and/or tax professional.

i. Regulatory authorities are carefully scrutinizing, and initiating regulation of businesses and operations associated with assets and networks such as Liberty Coins around the world, including the SEC in the United States. In that respect, regulatory measures, investigations or actions may negatively impact Liberty Coins. Any person undertaking to acquire and finance Liberty Coins must be aware that terms and conditions contained in this this Agreement and the Liberty Coin Network Account may change or require modification as the result of new, or anticipated, regulatory and compliance requirements from any applicable laws in any jurisdictions in which it may operate. In such case, Purchasers and any person undertaking to acquire, finance, sell or use Liberty Coins acknowledge and expressly agree that neither Lender or Liberty Coin Network shall be held liable for any direct or indirect loss or damages caused by such regulatory actual or anticipated changes.

ii. The purchase and financing of Liberty Coins shall grant the Purchaser no direct influence in the Lender or Liberty Coin Network and shall not in any way constitute acquiring of an equity interest, common shares of stock or a creditor interest in the Lender or Liberty Coin Network. The ownership and financing of Liberty Coins does not constitute Purchaser as a common stock shareholder or equity interest holder in, or creditor of, the Lender or Liberty Coin Network, it does not grant Purchaser a right to present itself as a common stock shareholder, equity interest holder or creditor of the Lender or Liberty Coin Network. The ownership and financing of Liberty Coins does not give Purchaser any rights associated with being a common stock shareholder, equity interest holder or creditor in the Lender or Liberty Coin Network nor any intellectual property rights including but not limited to the Lender’s or Liberty Coin Network’s technology, software and its software applications, trade secrets, proprietary information, and methods of doing business.

iii. The Lender and Liberty Coin Network utilizes policies and procedures to implement Know Your Customer (“KYC”), U.S. Treasury Bank Secrecy Act (“BAC”), Anti-Money Laundering (“AML”), Title III of the U.S. Patriot Act (“Patriot Act”), U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), and other applicable regulations in jurisdictions in which it may operate, as well as monitoring and re-verification procedures.

iv. Nothing in this Agreement or its terms and conditions should be regarded as an invitation or solicitation of investment or promise of profit or financial gain in whatever form and does not construe, relate or pertain in any way or should be regarded to be an offering of securities of any kind in any jurisdiction.

The Lender is not a financial institution and does not provide investment services, including investment advice, or any other licensed financial services according to applicable law. Neither the Lender or the Liberty Coin Network shall be considered as an advisor in any legal, tax or financial matters. Liberty Coins should not be regarded as fiat money, electronic money or digital currency, or financial instruments, investments or securities with particular status or subject to regulative framework of any kind according to applicable law.

v. To the full extent permitted by law neither the Lender or Liberty Coin Network shall be liable for any loss or damage hereunder, including without limitation any inaccuracy of data, loss of principal, loss of profits, or indirect, special, incidental or consequential damages, arising from this Agreement or its terms and conditions, from the purchase, financing, sale, or default of Liberty Coins, even if such party has been advised of the possibility of such damages.

15. Lender Representations.

a. Lender has the power and authority to own, lease, license and operate and carry on its business as now conducted.

b. The execution, delivery and performance by the Lender is within the power of the Lender and has been duly authorized by all necessary actions on the part of the Lender. This Agreement constitutes a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

c. No consents or approvals are required in connection with the performance of this Agreement, other than: (i) the Lender’s corporate approvals; and (ii) any qualifications or filings under applicable securities laws.

16. Purchaser Representations.

a. The Purchaser has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

b. In the event Purchaser is a natural person, Purchaser agrees (i) that its current and expected future financial condition over the next five (5) years is such that its initial purchase of Liberty Coins represents less than 5.0% of its tangible net worth (total assets less total liabilities excluding the probable market value of its personal residence and the current amount of any debt financing associated with that residence), and (ii) that its current and expected income over the next five (5) years is such that it can comfortably hold the total amount of Liberty Coins purchased for an indefinite period of time.

c. In the event Purchaser is not a natural person (i.e. a corporation or other type of legal entity),  Purchaser agrees (i) that its current and expected future financial condition over the next five (5) years is such that its initial purchase of Liberty Coins represents less than 5.0% of its tangible net worth (total assets less total liabilities), and (ii) that its current and expected income over the next five (5) years is such that it can comfortably hold the total amount of Liberty Coins purchased for an indefinite period of time.

d. Purchaser is entering into this Agreement and acquiring and financing Liberty Coins for its own account, not as a nominee or agent for a third party or beneficiary.

e. Purchaser has been given adequate opportunity to ask questions of, and receive answers to, and review additional information from the Lender and Liberty Coin Network concerning the terms and conditions of Liberty Coin purchase, financing, sale, use, and default, the merits and risks of purchasing, financing, selling and using Liberty Coins, including default, where the Liberty Coin information and answers received from Lender and Liberty Coin Network have satisfied Purchaser in full. Purchaser has also made its own independent investigations of the Liberty Coins, including the merits and risks involved with purchasing, financing, owning and selling Liberty Coins, its investigation of which have satisfied Purchaser in full.

f. Purchaser expressly and unconditionally agrees to all terms and conditions contained in this Agreement and shown in its Liberty Coin Network Account and the Liberty Coin Network Site.

17. Governing Law, Legal Jurisdiction, Fees and Costs, Legal Name.

a. This Agreement and all rights and obligations hereunder constitutes the entire agreement between the parties and shall be governed by and construed in accordance with the laws of Nevis, West Indies without application or reference to principles of conflicts of law.

b. Each party to this Agreement hereby irrevocably consents and agrees that any legal action, suit or proceeding with respect to this Agreement shall be brought in a court located in Nevis, West Indies, and each of the parties hereby irrevocably accepts and submits to the jurisdiction of such courts with respect to any such action, suit or proceeding.

c. Each party to this Agreement irrevocably agrees that all legal fees, court costs and costs of collection shall be paid in accordance with the customs and laws of Nevis, West Indies. In the event no applicable Nevis, West Indies customs or laws governing legal fees, court costs and collection costs that arise under the terms of this Agreement are in existence, each party will be responsible for all of its own expenses, fees, and costs without limitation including all legal fees and court costs it may incur as the result of any dispute, legal action, suit, proceeding or costs of enforcing or collecting any judgment awarded and in no event shall the prevailing party be entitled to reimbursement from the losing party in regard to any costs of its legal action including its court costs, attorney fees, and costs of enforcing or collecting any judgment awarded.

d. If a court decides that any sentence, clause, term or provision of this Agreement is invalid or unenforceable, that sentence, clause, term or provision shall be severed, and the other parts of this Agreement shall still apply. In any case, the remainder of this Agreement, will continue to apply and be of full force and effect.

e. Notwithstanding any other provision of this Agreement, any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language only. Any translation provided may not accurately represent the information in the original English language.

f. The legal name of the Lender is Liberty Coin Network Corporation, a for-profit corporation duly authorized and incorporated under the laws of Nevis, West Indies.

18. Force Majeure.

We shall not be liable for delays, failure in performance or interruption of service or delay in initiating or finalizing Liberty Coin purchase, financing or sale transactions or use of the Liberty Coin Network which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, health crisis, infection, virus, pandemic, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions of this Agreement.

19. Communication.

All communication between Purchaser and Lender regarding this Agreement shall be made by emailing to [email protected] or contacting 775.295.5482.

20. E-Sign and Communications Disclosure.

This policy describes how Liberty Coin Network on behalf of Lender delivers communications to you electronically, and may amend this policy at any time by providing a revised version on the Liberty Coin Network Site. The revised version will be effective at the time Liberty Coin Network posts it.

a. Electronic Delivery of Communications: You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your Liberty Coin Network Account and your use of Liberty Coin Network services. Communications include the following.

i. Terms of use and policies you agree to in this Agreement, the Liberty Coin Network Membership Agreement, the Liberty Coin Purchase, Sale and Use Agreement, the Liberty Coin Collateralization Agreement, and the Liberty Coin Privacy Agreement, including updates to these agreements and all information contained within the Liberty Coin Network Site and Purchaser’s Liberty Coin Network Account;

ii. Liberty Coin Network Account details, history, transaction receipts, confirmations, ownership ledgers, and any other account, financing or transaction information;

iii. Legal, regulatory, and tax disclosures or statements we may be required to make available to you; and

iv. Responses to claims or customer support inquiries filed in connection with your Liberty Coin Network Account.

We will provide these Communications to you by posting them on the Liberty Coin Network Site, emailing them to you at the primary email address listed in your Liberty Coin Network Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification.

b. Hardware and Software Requirements: In order to access and retain electronic Communications, you will need the following computer hardware and software:

i. A device with an Internet connection;

ii. A current web browser that includes 128-bit encryption with cookies enabled;

iii. A valid email address (your primary email address on file with Liberty Coin Network); and

iv. Sufficient storage space to save past Communications or an installed printer to print them.

c. How to Withdraw Your Consent: You may withdraw your consent to receive Communications electronically by contacting us at [email protected]. If you fail to provide information requested or if you withdraw your consent to receive Communications electronically, Liberty Coin Network reserves the right to immediately close your Liberty Coin Network Account.

d. Updating Your Information: It is your responsibility to provide us with your true, accurate and complete e-mail address and contact information, and to keep such information up to date in Liberty Coin Network Account. You understand and agree that if Liberty Coin Network sends you electronic Communications but you do not receive them because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Liberty Coin Network will be deemed to have provided the Communications to you. You may update your email and contact information using your online Liberty Coin Network Account or by contacting our support team at [email protected].

21. Additional Definitions

The libertycoingold.com website and mobile app, Liberty Coin Network, Liberty Coin Exchange, and this Agreement contain various references which are defined as follows: (1) all references to gold, gold ore, and gold-containing metals or minerals shall be defined as gold equivalent ounces (GEO), (2) all references to GEO  shall include all forms of valuable precious metals, rare earths, and industrial metals and minerals that can be economically monetized prior to Liberty Coin delivery, (3) all references to surface gold, surface gold ore, surface ore, or GEO found on the surface of mines shall include any underground deposits of precious metals, rare earths, and industrial metals and minerals, and (4) all references to mines including historic mines, abandoned mines, operating mines, etc. shall be defined as any type of abandoned, closed, or operating surface or underground mine located anywhere in the world.

22. Miscellaneous.

a. Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by Purchaser without the prior written consent of Lender and Liberty Coin Network. Lender reserves the right to assign our rights without restriction, including without limitation to any Lender or Liberty Coin Network affiliates or subsidiaries, or to any successor in interest of any business associated with the Lender or Liberty Coin Network. Any attempted transfer or assignment in violation hereof shall be null and void and constitute a default.

b. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

Exhibit A
NOTE

As shown on Purchaser’s Liberty Coin Network Account, for value received Purchaser hereby promises to pay to the order of Lender the aggregate unpaid Financing principal amount including all accrued interest, costs and fees of all Individual Credit Loans made to Purchaser as shown in Purchaser’s Liberty Coin Network Account (“Note”).

The initial Individual Credit Loan, all subsequent Individual Credit Loans and all payments made on account of principal and interest, costs and fees as shown in Purchaser’s Liberty Coin Network Account (“Note Schedule”).

Purchase hereby expressly acknowledges and unconditionally agrees that the Note and Note Schedule including principal, interest, and other costs and fees payable or owed by Purchaser to Lender shall at any point in time be equal to the principal and accrued interest, costs and fees shown in Purchaser’s Liberty Coin Network Account.

The Purchaser further promises to pay to the order of the Lender monthly, on the last day of each month hereafter, commencing on the first such date after the date hereof and continuing until maturity, interest on the principal sum from time to time outstanding at the Interest Rate; and after maturity until paid in full an additional Default Interest Rate payable on demand.

This Note and Note Schedule evidences indebtedness incurred under this Agreement, to which reference is hereby made for a statement of the terms and provisions, including those under which this Note may be paid prior to its due date or its due date accelerated in the event of default.

The Note shall be payable to the order of Lender for each Individual Credit Loan extended to Purchaser as set forth in the Note Schedule. The aggregate unpaid principal amount set forth in Purchaser’ Liberty Coin Network Account shall be presumptive evidence of the principal amount owing and unpaid on this Note. The failure to record the date and amount of any Individual Credit Loan in the Liberty Coin Network Account, or any recording errors thereof shall not, however, limit or otherwise affect the obligations of Purchaser under this Agreement or under this Note to repay the principal amount of the loans, together with all interest, costs and fees as shown in Purchaser’s Liberty Coin Network Account.