LENDER FACILITY AGREEMENT - CONFIDENTIAL

LENDER FACILITY AGREEMENT - CONFIDENTIAL

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THIS IS NOT A SALE OF EQUITY. THIS IS A CRYPTOCURRENCY LOAN WITH RENEWABLE ONE MONTH TERMS AND IS NOT A SECURITY. HOWEVER, DUE TO AGGREGATION OF LOANS INSIDE THE CREDIT FACILITY, IT IS SECURITIZED, AND THUS FILED UNDER REGULATION A OF THE SECURITIES ACT OF 1933.

Date: ________________

VIA DOCUSIGN

[Authorized Name of Signatory on this Lender Account]___________________________________________________________________

[Email] __________________________________________________________________________________________________________

[Secondary or Beneficiary Email] _____________________________________________________________________________________

[Mobile Phone] ____________________________________________________________________________________________________

[Name of Lender: Can be an Entity or a Legal Person’s Name] _______________________________________________________________

[Lender Address] ___________________________________________________________________________________________________

_________________________________________________________________________________________________________________

Re:Contribution to Credit Facility Providing Liquidity for Cryptocurrency DeFi Exchange Transactions

To [Name of Lender _____________________________________________________________________________________]:

YieldShare A F03 LLC, a Wyoming limited liability company, (the “Facility Provider”) is requesting Lender to make loans or advances of cryptocurrency to YieldShare Ltd. a BVI Company Limited by Shares, (the “Borrower” or the “House”) by transfer to the Facility Provider’s digital wallet (the “Facility”) inside of Fireblocks®, and aggregated pursuant to that certain Liquidity Supplier Facility Agreement between the Facility Provider and the Borrower dated May 7, 2022 (the “LSFA”), and to do so in the manner and at the rates and times specified herein (this “Lender Facility Agreement”). The terms and conditions of the LSFA are hereby incorporated into and now form part of this Lender Facility Agreement. Any capitalized terms not defined in this Lender Facility Agreement shall have the meaning as defined in the LSFA, which is available on the due diligence website to which Lender was granted access after executing a Non-Disclosure Agreement/Non-Circumvent with Facility Provider (“Due Diligence Web Site”).

In consideration of the Lender contributing cryptocurrencies to the Facility pursuant to the LSFA, the Facility Provider agrees with the Lender (“Lender or “You”) as follows:

1.DRAWDOWN

(a)The term of this Agreement shall be from the date that you contribute your Digital Assets to the Facility, which must be made in a specified ratio of amounts of WBTC and Ethereum (“Pairings,” and each a “Pairing”) or in any other Pairing of digital currency allowed by the Borrower. All such contributions from Lenders are pooled in the Facility, which then provides a revolving operating loan of the contributed Pairings of cryptocurrencies (the “Digital Assets”) to the Borrower, who borrows the Digital Assets from the Facility pursuant to the terms and conditions of the LSFA for successive one (1) month Terms in exchange for 40% of House Net Monthly Yield Rate as defined therein (each an “LSFA Term”).

(b)During each successive one (1) month LSFA Term, the Borrower shall borrow the Facility to perform the Services, as defined in the LSFA, and 40% of the House Net Monthly Yield Rate earned by the Borrower by the performance thereof shall be paid to the Lenders pari passu (the “Lenders Net Monthly Interest”). There is no minimum or maximum Lenders Net Monthly Interest owed to the Lenders for the LSFA Term and could be zero, as it is strictly performance-based.

2.REVOLVEMENT AND REPAYMENT

(a)The Facility provides a series of revolving term loans to Borrower each for the LSFA Term of one (1) month. As “repayment” at the end of each successive one (1) month LSFA Term, Borrower shall make the entire balance of the Facility plus the Lenders Net Monthly Interest available to the Lenders to either be redeemed from the Facility or revolved into the next one (1) month LSFA Term loan. The entire amount revolved then becomes the new principle “balance” of Digital Assets in the Facility for the next LSFA Term loan (the “Available Facility”).

(b)Under the Facility, the entire amount of Available Facility together with the Lenders Net Monthly Interest shall become due and payable at the end of the last day of each successive one (1) month LSFA Term, in the manner and at the rates and times specified in the LSFA.

(c)During the Transaction Period, which is at the end of each such successive one (1) month LSFA Term, the Lenders’ contributed portion of the Available Facility plus the Lenders Net Monthly Interest from the Services shall be made available to each Lender for redemption or revolvement (auto-renewal) of the Lender’s loan to the Facility. Any amount not redeemed by Lender shall remain part of the Available Facility to be drawn down by Borrower for the Services in the next one (1) month LSFA Term.

(d)Lender has the sole discretion to elect to redeem all or any portion of its

balance with the Facility (but only in Pairings) prior to the end of each such one (1) month LSFA Term but must do so by 8am U.S. Central Time on the penultimate day of each calendar month in order to be processed and transacted during the very next Transaction Period; and such election shall be at the sole discretion of the Facility Provider.

(e)Lender shall have no obligation to keep its contribution available to the Facility and may demand return of its entire balance in the Facility (or any part thereof) from the Borrower to be processed in the next Transaction Period.

(f)Pursuant to the LSFA, any failure by the Borrower to repay the outstanding balance of the Available Facility plus the Lenders Net Monthly Interest when it is so demanded shall make the Facility Provider an unsecured creditor of the Borrower to the extent of the unrepaid amount. Facility Provider would in no way be liable for Borrower’s failure to repay the loan. Section 2 of the LSFA states: “the Facility Provider” does not have any oversight or control over the Digital Assets that it has lent to the Borrower.”

(g)IN SUCH SCENARIO, THE FACILITY PROVIDER MAY ELECT TO TERMINATE OR CONTINUE THE FACILITY WITH CERTAIN ADDITIONAL RIGHTS UNTIL THE DEFICIT IS REPAID TO THE FACILITY. THE LENDERS HEREBY APPOINT THE FACILITY PROVIDER TO ACT AS THEIR AGENT IN COLLECTING THE BORROWER’S DEBT TO THE FACILITY AND DISTRIBUTING THEIR PRO RATA PORTION COLLECTED TO EACH LENDER. FACILITY PROVIDER AGREES THAT EACH LENDER “ACCOUNT(S)” AS DEFINED IN SECTION 5(a) BELOW SHALL COMPRISE PRIMA FACIE EVIDENCE OF EACH LENDER’S PORTION OF THE AVAILABLE FACILITY.

3.CALCULATION AND REPAYMENT OF INTEREST; GAS FEES

(a)The Borrower shall pay 40% (minus gas fees) of the House Net Monthly Yield Rate from its performance of the Services with the Facility as interest on each Lenders’ loan to the Borrower through the Facility. The House Net Monthly Yield Rate (or “HNMYR”) is determined each month by the revenue the Borrower earns performing the Services with the Available Facility. An example of the determination of the HNMYR is as follows: 80 ETH and WBTC transferred by Lender into the Facility managed by the Facility Provider (the Fund). The Facility Provider would transfer the Facility inside the Fireblocks Wallet System to the Borrower. The Borrower would then split these quantities into TWO IDENTICAL PAIRINGS of 40 ETH/2 WBTC each.

In this example, Pairing One would be assigned to Uniswap’s liquidity pool and produces, say, 5% in fees per day. Pairing Two would go to YieldShare’s Corporate Wallet in Binance used to hedge the risk of ETH impermanent loss and would not produce any fees by design.

At the end of a month, say 30 days, 15% was earned on Uniswap Pairing One and 0% was earned on Binance Pairing Two, creating an average percentage across both pairings. That is called the House Net Monthly Yield Rate. Continuing this example, the House Net Monthly Yield Rate is 15.5% on the entire loaned amount.

In this example, the Lender would receive 40% of this 7.5% resulting in 7.5% x 40% = 3% Lenders Net Monthly Interest. A 3% Lenders Net Monthly Interest would be recorded on the Lenders report during the transaction period, showing the most recent previous month resulted in a 3% increase in total ETH and total WBTC on loan by the Lender. This 3% increase applies to both the amount of WBTC and the amount of ETH that the Lender has supplied.

At no time do we ever expect House Net Monthly Yield Rate to be zero, though it is possible if not probable, in which case no minimum HNMYR is owed to the Lenders, but we do expect that YieldShare may produce additional HNMYR due to improved liquidity pool algorithms on alternate ETH/USDC pool, volatile activity months, safe hedging strategies and possible third-party supplies of USDC. There is no cap on the House Net Monthly Yield Rate, so this performance-based model allows House and Lender together, to share in low, medium, and high yield sharing months.

Although this example was based on ETH /WBTC, other pairings offered such as ETH / USDC will have the same 40% of House Net Monthly Yield Rate (minus gas fees), but other pairings, or pools, or pools that YieldShare manages that are in “beta” status, will always differ in how they perform.

(b)Gas Fees and Network Fees. Gas Fees and/or Network Fees are small transaction fees charged every time tokens are transferred (on an Ethereum network). These transaction fees will happen between the Borrower and the Facility Provider and again between the Facility Provider and the Lender. Gas Fees vary based on time of day, ETH supply and demand, etc., and are generally the same regardless of transfer size. At no time will Facility Provider or YieldShare Ltd. be required to estimate gas fees, which are always at market rate and dynamic. Consequently, a request to withdraw 10 ETH for example, may result in 9.96 in ETH actually sent to Lender of which .04 is gas fees; that on another day could be $.03.

Gas Fees will be accumulated and charged against the Lender’s portion based on any deposits or withdrawals so the Loan Facility does not bear the cost. Whenever gas fees are accumulated they are pro-rated to be charged against each Lender’s Account on the Lender Dashboard.

4.COVENANTS

The Facility Provider covenants and agrees with the Lenders that:

(a)it will request Borrower to duly and punctually pay from the Facility

Provider’s digital wallet inside the Borrower’s Fireblocks® Wallet System all sums of cryptocurrency due by the Lenders under the terms of this Agreement with the LSFA incorporated by reference (for security the digital wallet requires multiple signatories to sign off on distributions from the digital wallet).

(b)it will maintain the “Accounts” as set forth in section 5 below, Evidence of Indebtedness.

(c)it will supply a private link to a website maintaining a ledger of all of the Lenders transaction activity with the Facility’s digital wallet with a reporting tool that will provide Lender the Running Reports, as defined in section 10 below, so that tax amounts may be deduced by the Lender or by his/her/its accounting professional; and

(d)it will comply with all applicable securities laws and regulations, if any.

The foregoing covenants comprise Facility Provider’s only obligations pursuant to this Lender Facility Agreement aside from any implied duties of good faith or honest dealing. The Facility Provider only provides an administrative function between the Lender and the Borrower and does not provide any Liquidity Pool or yield-generating Service for the sole benefit of the Lender and does not have custody over the Facility upon transfer to borrower, therefore The Facility Provider is not a fiduciary to the Lender.

5.EVIDENCE OF INDEBTEDNESS

(a)The Facility Provider shall maintain reporting of Lender’s Account through AirTable’s Cloud-based Records Management System (or an alternate equivalent system), which includes 1) a digital ledger of each Lenders’ account and maintenance of such ledger as a Lender Dashboard as part of its fiscal accounts and records (the “Accounts”) evidencing the loan to the Facility (which is made available to the Borrower from the contributions made by the Lenders to the Facility at its Digital Wallet inside the Borrower’s Fireblocks® Wallet System under this agreement 2) the accumulated Lenders Net Monthly Interest (yield), 3) deposits of cryptocurrency pairings 4) withdrawals of cryptocurrency pairings and 5) pending, posted and current cryptocurrency pairing totals. A separate promissory note shall not be required to evidence the indebtedness created by this Lender Facility Agreement.

(b)The Facility Provider shall provide Lender the opportunity to make changes to its Account identity by enabling Lender to notify the Facility Provider Management through a support ticket followed by an identity verification process.

6.EXPENSES

The Facility Provider Management shall determine and pay all operational costs, fees and expenses incurred by the Facility Provider in connection with this Agreement and the LSFA and the enforcement of the Lenders’ rights thereunder. Facility Provider reserves the right to assess the Lenders’ Accounts in the Facility Provider’s digital wallet to cover the expense of any litigation to collect amounts owed to the Facility Provider by the Borrower.

7.WAIVER

No express or implied waiver by the Lenders of any provision of this Agreement in one instance shall in any way be or be construed to be a waiver as to any other instance.

8.ASSIGNMENT

This agreement shall extend to and be binding upon the Lenders hereto and their respective heirs, executors, administrators, successors and assigns. The Facility Provider shall not be restricted from assignment of any interest hereunder.

If Lender wants to transfer its Account in the Facility, the transferee must first sign a copy of this Lender Facility Agreement and complete the onboarding process with the Facility Provider to create an Account in the Facility Provider’s digital wallet before the Lender’s Digital Assets from its Account may be redeemed and deposited into the transferee’s new account.

9.REPORTING

The Lender will be granted a private link to a website keeping a ledger and running report of all of the Lenders transaction activity with the Facility inside the Facility Provider’s digital wallet (the Lender’s Dashboard or “Running Report”), which includes its Lenders Net Monthly Interest accumulated each month and ongoing tally of the cryptocurrency it has redeemed from the Facility. The Lender’s Dashboard is the sole record and Accounting method due to the nature of the Services provided and the cryptocurrency in which they render.

LENDER IS RESPONSIBLE FOR REPORTING ANY CRYPTOCURRENCY INCOME YOU EARN FROM YOUR CONTRIBUTION TO OUR FACILITY TO WHATEVER JURISDICTIONS LENDER MAY OWE TAX OR HAVE OTHER REPORTING OBLIGATIONS. LENDER IS RESPONSIBLE FOR DETERMINING WHAT TAXES LENDER MAY OWE TO THOSE JURISDICTIONS. PLEASE CONSULT A TAX PROFESSIONAL BEFORE

MAKING YOUR CONTRIBUTION TO THE FACILITY.

10.NON-DISCLOSURE AGREEMENT; AVAILABILITY OF DOCUMENTS FOR DUE DILIGENCE

The Lender and Facility Provider have executed a non-disclosure agreement, an executed copy of which is provided via Docusign, after which the Facility Provider provided Lender with access to the Due Diligence Web Site about the Facility Provider and Borrower, all Risk Factors, Borrower’s Services, Understandings, and the LSFA that the Facility Provider has executed with the Borrower. Lender hereby represents that it has had an opportunity to review the documents in the Due Diligence Web Site and ask (or have any of its representatives ask) Facility Provider any questions it may have about the information therein and about the LSFA in general, this Lender Facility Agreement, or any of the requisite documents it needs to complete in order to execute this Lender Facility Agreement.

A CONTRIBUTION TO OUR FACILITY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. ONLY THOSE PERSONS ABLE TO LOSE THEIR ENTIRE LOAN PRINCIPLE SHOULD MAKE A CONTRIBUTION. PRIOR TO MAKING A LENDING DECISION TO LEND YOUR CRYPTOCURRENCIES. LENDERS SHOULD CAREFULLY READ THE RISK FACTORS IN THIS DOCUMENT AND THE LSFA.

11.SEVERABILITY

If any portion of this Lender Facility Agreement is found not to comply with the laws applicable thereto, then only that portion, and not the entire agreement, shall be void.

12.MODIFICATION

The Facility Provider hereby reserves the right to amend this Agreement without the Lender’s consent to make policy or operational changes and will only need to execute a new Lender Facility Agreement with the Lender in the event Facility Provider deems such changes to be material; in such instance of non-material changes, Lender’s Digital Assets would NOT need to be redeemed from the Facility and redeposited. In the event of any changes, they will not take effect until the next LSFA Term, providing Lender an opportunity to redeem its Digital Assets if it does not want to continue its participation in the Facility with such changes.

In addition, any missing information due from the Lender, or any modification to this agreement requiring that a portion or section of this document be re-sent for signature, will supersede just that portion or section of this document consummated by Lenders signature and accompanying effective date.

13.GOVERNING LAW

This agreement shall be construed in accordance with and governed by the laws of Dallas County in the state of Texas applicable therein.

THE FACILITY PROVIDER ACKNOWLEDGES AND AGREES THAT NOTWITHSTANDING ANY AMORTIZATION PERIODS, SCHEDULED INSTALLMENT PAYMENTS, TRANSACTION PERIODS, MARGIN REQUIREMENTS, FINAL REPAYMENT DATES, FEES, COVENANTS OR OTHER TERMS OR PROVISIONS OF THIS LENDER FACILITY AGREEMENT, OR ANY ARRANGEMENTS, UNDERSTANDINGS OR AGREEMENTS OUTSIDE THIS LENDER FACILITY AGREEMENT, THE LOANS PROVIDED FOR UNDER THE LOAN FACILITY ARE AVAILABLE AT THE SOLE DISCRETION OF THE LENDER AND MAY BE REQUESTED BY THE LENDER IN WHOLE OR IN PART PRIOR TO THE PENULTIMATE DAY OF THE MONTH AND REDEEMED DURING THE TRANSACTION PERIOD AS DEFINED IN THE LSFA, UPON DEMAND BY THE LENDER.

This Lender Facility Agreement is bound by the Lender’s signature hereto and by its completion of the following Schedules and Annexes.

By signing below, the Lender certifies that the information and representations provided on the foregoing documents are true, correct, and complete, and that Lender has had access and time to review documents provided by Facility Provider in the Due Diligence Web Site:

“FACILITY PROVIDER”

“LENDER”

YieldShare A F03 LLC

a Wyoming Limited Liability Company

By: YieldShare A F03 Mgmt LLC

a Wyoming Limited Liability Company

Signature

Xxxxx Xxxxxx

Full Name (print)

Managing Director, YieldShare A F03 Mgmt LLC, the Manager of, YieldShare A F03 LLC

Title (print)

000 Xxxxx Xx.

Xxxxxxxxxx XX 00000

x0@xxxxxxxxxxxxxx.xx

__________________________________

LENDER (Entity or Individual Name)

__________________________________

Signature

__________________________________

Full Name (print)

__________________________________

Title (print)

__________________________________

Address

__________________________________

Phone

For each type of cryptocurrency Pairing Lender contributes to the Facility, Lender must complete and execute a separate Annex II to accompany the first deposit of that Pairing.

ADMINISTRATION APPROVALS

I consent to receiving Facility Provider updates via emails from xxxxxxx@xxxxxxxxxxxxxx.xx via Constant Contact (please ensure that emails already sent from Constant Contact are going to your inbox)

_____Yes _____No

In case we produce YieldShare swag in the future:

T - Shirt Size

_____ Small _____ Medium _____ Large _____ X-Large _____2X Large _____3X Large

Sweater / Jacket Size

_____ Small _____ Medium _____ Large _____ X-Large _____2X Large _____3X Large

Torso

_____ Short_____Regular _____Long

Hat Size (Cap)

_____ Small _____ Medium _____ Large _____ X-Large

ANNEX I

Lender Representation Letter and AML Statement

To: YieldShare A F03, LLC and YieldShare A F03 Mgmt LLC

In connection with the Lender’s loan of Pairings of cryptocurrency to the Facility, under Regulation D of the Securities Act of 1933 and all other securities laws and regulations, I hereby represent to you that:

(1)I have been granted access to the Due Diligence Web Site (on One Hub) and have had an opportunity to review the documents therein and ask any questions I may have had about any of them.

(2)I have reviewed the Risk Factors set forth in the LSFA and contained within in Schedule 4, and understand that I may lose my entire loan principle, and that in the event of any default, I may only look to the Borrower and not the Facility Provider for repayment as an unsecured creditor of the Borrower.

(3)I understand that I may redeem my loan at the end of any one (1) month LSFA Term, but if I want to, I must do so before the penultimate day of the calendar month preceding the next Transaction Period.

(4)I have reviewed and agreed to the Facility Provider’s NDA, and will simply direct any referrals to a partner of the YieldShare Facility Provider Management

(5)I have not been convicted of ANY felony in the last Ten (10) years nor been convicted of a misdemeanor for any financial crime or a crime of moral turpitude in the last five (5) years.

(6)I have not been in the past and am not currently under investigation with any governmental or regulatory agency.

(7)My source of funds are not derived from, nor related to, any activity that is illegal or illegitimate or deemed criminal under the laws of the United States, nor are they derived from any account, Person, or entity located in a jurisdiction that: (i) is OFAC prohibited (ii) has been designated a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering; or (iii) has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern”.

I understand and agree that you may rely upon the above statements in issuing a legal opinion or other legal documents regarding my loan of Pairings of cryptocurrencies to the Facility referenced above. Where applicable, “I” and “My” references the corporate entity of the Lender and all of its officers.

Sincerely,

By: _________________________________________Date: ________________________________

Name:_______________________________________

SCHEDULE 1

CONDITION PRECEDENT DOCUMENTS FOR KYC/KYB

Please provide the below documents for KYC/KYB processing purposes:

	*Required Documents for* *All* *Customers*
☐	Client Information Form
☐	Yield Liquidity Provider Facility Agreement (incl. Signatories & Bank Details)
☐	Tax Self Certification
☐	US W8 or W9 document
	*Required Documents for* *Corporates*
☐	Certified copy of Certificate of Incorporation with Certificate of Incumbency/Good Standing
☐	Certified copy of Articles of Association or Statutes / Bylaws / Partnership Deed / LPA with Prospectus (for Funds)
☐	Trade license (proof of regulation)
☐	Register of Board Directors
☐	Certified Passport copies of at least 2 Directors
☐	Authorised Signatories List
☐	Certified Passport copies of Authorised Signatories as per the Account Opening Form
☐	Authorised Traders list (if applicable)
☐	Group Structure showing all Ultimate Beneficiary Owners of more than 10%
☐	Recent Audited Financial Statements
☐	Passport copy of account holder(s)
☐	Proof of listing, if listed:
	*Required Documents for* *Individuals*
☐	Certified Passport copy or Certified ID
☐	If the account is in joint names, then the same for the other individual
☐	Proof of address, Certified utility xxxx (less than three months old) or certified tenancy contract
☐	Certified copy of latest one month bank statement - it should be Original or photocopied with original bank stamp.
☐	Documented understanding of the source of wealth
	*Required Documents for* *Trusts*
☐	Certified Trust Deed (in English)
☐	Certified Memorandum or Letter of Wishes (in English)
☐	Trust latest audited financial statements
☐	Trust legal structure chart
☐	Identification of Settlors
☐	Identification of Trustees
☐	Identification of Beneficiaries
☐	Identification of Protectors
☐	Identification of Enforcers
☐	Identification of other persons with the power to appoint or remove trustees or any other person entitled to receive a distribution
☐	Identification of authorised individuals who can sign the mandate

SCHEDULE 2

FIREBLOCKS WALLET SPECIFICATIONS

Fireblocks digital wallet address(es): for deposits and withdrawals

DO NOT SEND REGULAR BTC TO AN ERC 20 WALLET. YOU WILL LOSE IT.
ONLY SEND WBTC (Wrapped Bitcoin) TO ERC 20 WALLETS.

ETH/WBTC Pool

DEPOSITS - LENDER SENDS TO FACILITY PROVIDER TO THE FOLLOWING WALLET:

XXX - XXX 000x00xXxxx0000x00x0xX0XX000000000xX0x00xX00

XXXX - XXX 000x00xXxxx0000x00x0xX0XX000000000xX0x00xX00

Copy Address:

________________________________________________________________

ETH/WBTC Pool

WITHDRAWALS - SENT TO LENDER FROM THIS FACILITY PROVIDER WALLET:

ETH - ERC 200xdE4205ae12367C4F78bce06268dd70bf327405b5

WBTC - ERC 20 0xdE4205ae12367C4F78bce06268dd70bf327405b5

Copy Address:

________________________________________________________________

Facility Provider and Borrower may change wallets as necessary with written notification to the other party and a security wallet and identity verification process by the other party.

continued…

SCHEDULE 3

LENDER SUITABILITY QUESTIONNAIRE

Qualified Purchasers may skip Part I, Part III and Part V

Individual Lenders who have completed Part I of this agreement may skip Parts II, III, and V.

Entity Lenders who have completed Part I and Exhibit A of this Agreement may skip Parts II and III.

Benefit Plan Lenders who have completed Part I of this Agreement may skip Parts II and V.

The Lender hereby certifies pursuant to the Liquidity Supplier Facility Agreement attached hereto as follows:

Certification under U.S. Laws

The Lender is a “U.S. Person” (as defined in attached hereto).

Yes ___________No ___________

If the Lender is not a U.S. Person, please skip Part I and Part II of this Annex A.

PART I.ACCREDITED / NON-ACCREDITED LENDER STATUS

The Lender represents and warrants that the Lender is an “accredited investor” within the meaning of Rule 501 of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and has checked the box or boxes below that are next to the categories under which the Lender qualifies as an accredited investor:

FOR NON-ACCREDITED INDIVIDUALS OR ENTITIES:

☐	(a)	An entity, including a grantor trust, in which some or all of the equity owners are NOT accredited investors, regardless of when the entity was formed and the purpose thereof.
☐	(b)	A natural person with individual “net worth” (or joint “net worth” with the Lender’s spouse) is LESS than US$1,000,000 or a natural person with individual income (without including any income of the Lender’s spouse) that is LESS than US$200,000, or joint income with spouse that is LESS than US$300,000, in each of the two most recent years.
☐	(c)	Any individual or entity with prior investment, cryptocurrency, lending or liquidity pool experience that understands the cryptocurrency lending risks of this Reg D but does not qualify under any of the accredited or qualified purchaser options below.

FOR ACCREDITED INDIVIDUALS:

☐		(d)	A natural person with individual “net worth” (or joint “net worth” with the Lender’s spouse) in excess of US$1,000,000 (not including personal residence in determination of net worth) or is an employee or Director of a Fund Management Company
☐		(e)	A natural person with individual income (without including any income of the Lender’s spouse) in excess of US$200,000, or joint income with spouse in excess of US$300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.

FOR ACCREDITED ENTITIES:

☐	(f)	An entity, including a grantor trust, in which all of the equity owners are accredited investors (for this purpose, a beneficiary of a trust is not an equity owner, but grantor of a grantor trust is an equity owner).
☐	(g)	A “bank” as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity
☐	(h)	An “insurance company” as defined in Section 2(a)(13) of the Securities Act.
☐	(i)	Is a broker-dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended

☐	(j)	An investment company registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”).
☐	(k)	A “business development company” as defined in Section 2(a)(48) of the Investment Company Act.
☐	(l)	A small business investment company licensed by the U.S. Small Business Act of 1958, as amended. Administration under Section 301(c) or (d) of the U.S. Small Business Investment
☐	(m)	A “private business development company” as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”).
☐	(n)	An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust, limited liability company or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US$5,000,000.
☐	(o)	A trust with total assets in excess of US$5,000,000 not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person with knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares.

☐	(p)	An employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the decision to invest in the Shares is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets excess of US$5,000,000 or, if a self-directed plan, with investment made solely by persons that are accredited investors.
☐	(q)	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of US$5,000,000.
☐	(r)	A “knowledgeable employee,” or “affiliated person” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), of the private fund issuer of the securities being offered or sold.
☐	(s)	A professional in good standing with one or more of the following certifications, designations and/or credentials: Licensed General Securities Representative (Series 7); a Licensed Investment Adviser Representative (Series 65); and/or a Licensed Private Securities Offerings Representative (Series 82).

PART II.QUALIFIED PURCHASER STATUS

The Lender represents and warrants that it is a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act and Rule 2a51-1 promulgated thereunder, and has checked the box or boxes below that are next to the categories under which the Lender qualifies as a qualified purchaser. In order to complete the following information, the Lender must read Annex A-1 and A-2 attached hereto for the definition of “investments” and for information regarding the “valuation of investments,” respectively:

☐	(a)	A natural person (including any person who holds a joint, community property or other similar shared ownership interest in the Company with that person’s qualified purchaser spouse) who owns not less than US$5,000,000 in “investments.”
☐	(b)	A company, partnership or trust that owns not less than US$5,000,000 in “investments” and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), direct lineal descendants by birth or adoption, spouses of such persons, estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a “Family Company”).
☐	(c)	A person or entity, acting for its own account or the accounts of other qualified purchasers, that in the aggregate owns and invests on a discretionary basis not less than US$25,000,000 in “investments.”
☐	(d)	A trust that is not covered by (b) above as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (c) above.
☐	(e)	A “qualified institutional buyer” (as defined in paragraph (a) of Rule 144A under the Securities Act), acting for its own account, the account of another qualified institutional buyer, or the account of a qualified purchaser; provided, that (i) a dealer described in paragraph (a)(1)(ii) of Rule 144A under the Securities Act shall own and invest on a discretionary basis at least US$25,000,000 in securities of issuers that are not affiliated persons of the dealer; and (ii) a plan referred to in paragraph (a)(1)(i)(D) or (a)(1)(i)(E) of Rule 144A under the Securities Act, or a trust Company referred to in paragraph (a)(1)(i)(F) of Rule 144A under the Securities Act that holds the assets of such a plan, will not be deemed to be acting for its own account if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee, or sponsor of such plan.
☐	(f)	A company, limited liability company, partnership or trust, each beneficial owner of the securities of which is a qualified purchaser described above.

PART III.BENEFIT PLAN MATTERS

The following questions are intended to establish whether the Lender is a “benefit plan lender”. Section 3(42) of ERISA sets forth the definition of “benefit plan investor” for purposes of determining the applicability of ERISA to investment funds. Under Section 3(42) of ERISA, an investor is a “benefit plan investor” if it is:

(a)an employee benefit plan subject to Title I, Part 4 of ERISA;

(b)a plan subject to Section 4975 of the Code; or

(c)an entity (including an insurance company general account) whose underlying assets are deemed to include “plan assets” within the meaning of ERISA and U. S. Department of Labor Regulation 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA (the “Plan Asset Regulation”) by reason of investment in the entity by employee benefit plans and accounts subject to Title I, Part 4 of ERISA and plans subject to Section 4975 of the Code.

The Benefit Plan Lender is:

(d)An individual retirement account (a plan subject to Section 4975 of the Code).

(e)An employee benefit plan or trust that is subject to the provisions of ERISA. (This includes U.S. pension plans and U.S. profit-sharing and 401(k) plans, but generally does not include U.S. governmental plans, church plans that have not elected to be subject to ERISA and non-U.S. employee pension plans.)

(f)An individual retirement (a plan subject to Section 4975 of the Code).

(g)A Xxxxx Plan (a plan subject to Section 4975 of the Code).

(h)Another plan described in Section 4975(e)(1) of the Code - including an annuity plan described in Section 403(a) of the Code.

(i)An employee benefit plan or trust that is subject to the provisions of ERISA. (This includes U.S. pension plans and U.S. profit-sharing and 401(k) plans, but generally does not include U.S. governmental plans, church plans that have not elected to be subject to ERISA and non-U.S. employee pension plans.)

(j)An entity whose underlying assets are deemed to include “plan assets” within the meaning of the Plan Asset Regulation by reason of an employee benefit plan, plan or account’s investment in the entity.

Specify percentage of assets of the entity that is considered “plan assets” _________%.

(k)An insurance company investing general account assets _______ % of which are considered plan assets for purposes of ERISA.

(l)Not a Benefit Plan Lender.

Specify if you are a governmental or foreign plan or other entity subject to laws, rules or regulations substantially similar to Section 406 of ERISA or Section 4975 of the Code or that govern the investment of assets of a governmental plan. If yes, specify the law, rule or regulation.

___________________________________________________________________________________

The Lender agrees to promptly notify the Borrower in writing if there is any change in the information or percentages set forth above and at such time or times as the Borrower may request.

PART IV.CERTIFICATIONS TO “DISQUALIFYING EVENTS”

The Lender represents and warrants that it has not been the subject of any Disqualifying Event as set forth in Rule 506 of the Securities Act, and has checked each of the boxes below that are next to the represents and warrants that the Lender agrees to make. In order to initial the following representations and warrants, the Lender must read Annex A-1 attached hereto for the definition of “Disqualifying Event”:

___________ (initial) The Lender represents that neither the Lender nor any Underlying Beneficial Owner has been the subject of any Disqualifying Event (i.e. bad actor, felony financial crime, etc.)

___________ (initial) The Lender agrees to notify the Director in writing promptly if there is, or is likely to be, any change with respect to the preceding representation and to provide such further information as the Director or the Director’s administrator or their agents may reasonably request to confirm the foregoing representation.

The Lender understands he/she is required to make the representations and covenant in this section only if the Lender is a person having a relationship to the Company of the type contemplated by paragraph (1) of Rule 506(d) of Regulation D under the U. S. Securities Act of 1933 (such a person often is referred to as a Rule 506(d) “Regulation D covered person” generally includes any (i) Shareholder that is a beneficial owner of at least 20% of the loan to the Borrower, (ii) is the Director or any officer of the Company or its affiliates, or (iv) is a paid solicitor acting for the Company and any director or officer or certain affiliates of such a solicitor).

___________ (initial) The Lender represents that it will identify itself to the Director if it is, or at any time is likely to become such a “Regulation D covered person”.

PART V. SUPPLEMENTAL INVESTOR REPRESENTATIONS

(REQUIRED FOR CORPORATE ENTITIES OR TRUSTS)

Ownership. In order to accurately count the number of beneficial owners of the Fund, please specify the number of beneficial owners of the outstanding securities (other than short-term paper) of the Investor and any existing or prospective investors of the Company that control, are controlled by, or are under common control with the Investor (such other investors referred to as “Affiliated Investors”): _________________________ [Insert Number]

Investment Representation. Please check the appropriate true or false response to each of the following statements.

☐True☐ FalseThe Investor was not organized or recapitalized (and is not to be recapitalized) for the specific purpose of acquiring the units of the Fund (the “Units”). The term “recapitalized” shall include new investments made in the Investor solely for the purpose of financing its acquisition of the Units and not made pursuant to a prior financial commitment.

☐True☐ FalseThe Investor represents and warrants that neither Investor nor any Affiliated Investor has been structured or operated for the purpose of circumventing the registration requirements of the Investment Company Act.

☐True☐ FalseTo the best of the Investor’s knowledge, the Investor does not control, nor is it controlled by, or under common control with, any other investor of the Company. [If this box is checked False, please identify the entity]:

____________________________________________________

☐True☐ FalseThe Investor has made investments prior to the date hereof or intends to make investments in the near future and each beneficial owner of interests in the Investor has and will share in the same proportion of each such investment.

☐True☐ FalseThe Investor’s investment in the Company will not constitute more than 40% of the Investor’s assets (including for this purpose any committed capital for an Investor that is an investment fund). The term “committed capital” includes all amounts which have been contributed to the Investor by its shareholders, partners, members or other beneficial owners plus all amounts which such Persons remain obligated to contribute to the Investor.

[continued on following page]

☐True☐ FalseThe governing documents of the Investor require that each beneficial owner of the Investor, including, but not limited to, shareholders, partners and beneficiaries, participate through such beneficial owner’s interest in the Investor in all of the Investor’s investments and that the profits and losses from each such investment are shared among such beneficial owners in the same proportions as all other investments of the Investor. No such beneficial owner may vary such beneficial owner’s share of the profits and losses or the amount of such beneficial owner’s contribution for any investment made by the Investor.

The Lender understands that the foregoing information shall be relied upon by the Borrower for the purpose of determining the eligibility of the Lender to lend the digital assets. The Lender agrees to notify the Borrower promptly if any representation, warranty or information contained in the Agreement, including this Lender Suitability Questionnaire, becomes untrue at any time. The Borrower agrees to provide such information and execute and deliver such documents regarding itself and all of its beneficial owners as the Borrower may reasonably request from time to time to determine the eligibility of the Lender to purchase the Shares, to verify the accuracy of the Lender's representations and warranties herein or to comply with any law, rule or regulation to which the Borrower may be subject, including compliance with anti-money laundering laws and regulations. To the fullest extent permitted by law, the Lender agrees to indemnify and hold harmless the Borrower thereof from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Lender contained in the Agreement (including the Lender Suitability Questionnaire) or in any other document provided by the Lender to the Borrower or in any agreement (other than the Agreement) executed by the Lender with the Borrower in connection with the Lender's borrowing of the digital assets .

PART VI. SIGNATURES

I warrant the above information is true and correct. Additional KYC details to follow.

Date: ______________

Partnership, Trust Limited Liability Company or Other Entity Lenders		Individual


Name of Entity (Print)		Name (Print)


Signature		Signature

CONFIDENTIAL

ANNEX III

CLIENT INFORMATION FORM

LENDER INFORMATION

Lender Name (Person or Entity):
Contact name (if different):
E-mail address (primary):
E-mail address (secondary):
Phone:
Address:
Driver’s license state and number:
Date of birth:
Citizenship:
Tax ID or SS#:
Employer:

Other residences: Identify any other state where you own a residence, are registered to vote, pay income taxes, or hold a driver’s license, and describe your connection with such state.
Intended manner of holding Units:	☐Individually ☐Married filing Joint ☐Joint Tenants ☐Tenants in common	☐Corporation/LLC ☐Partnership ☐Trust ☐Benefit Plan/XXX
If an entity, list jurisdiction and date formed:
Is the Lender an entity subject to the requirements of ERISA?
Is the Lender a U.S. pension trust or governmental plan qualified under Section 401(a) of the Internal Revenue Code (the “Code”) or a U.S. tax-exempt organization qualified under Section 501(c)(3) of the Code?
Is the Lender a registered investment company or a private investment fund that is not registered under the Investment Company Act of 1940 in reliance on Section 3(c)(1) or 3(c)(7)?

SCHEDULE 4RISK FACTORS (FROM LSFA DOCUSIGN)

CONFIDENTIAL

ANNEX II(a)

WBTC/ETH Facility Currency Commitment

Your contributions must be in pairs of WBTC and ETH in a ratio of value that YieldShare shall set from time to time and is currently 50% in WBTC and 50% in ETH per pair (“Pairs” and each a “Pair”).

FIRST DEPOSIT AMOUNT OF ETH in NUMBER OF ETH*__________

FIRST DEPOSIT AMOUNT OF WBTC in NUMBER OF WBTC*:___________

Lender’s (you) digital wallet address for deposits/withdrawals of ETH:

Lender’s (you) digital wallet address for deposits/withdrawals of WBTC:

Due to gas fees, slippage when purchasing and exchange rates differing, this amount above is approximate.

*Actual amount will be documented by making screen shots and copying and pasting the transaction hash onto the Deposit Form, which will then record on your account report (a/k/a Lender Dashboard).

CONFIDENTIAL

ANNEX II(b)

ETH/USDC Facility Currency Commitment

Your contributions must be in pairs of USDC and ETH in a ratio of value that YieldShare shall set from time to time and is currently 55% in USDC and 45% in ETH per pair (“Pairs” and each a “Pair”).

Note: At present, the ETH/USDC Pool is in beta. Beta means there is no performance commitments being made by the Borrower to produce any interest or yield on this pairing until the beta status is lifted. Your monthly interest rate may be 0%. However, you are welcome to transfer your pairing into the Fireblocks® wallets and you will still have access to your Lender Dashboard before and after the beta status is lifted.

FIRST DEPOSIT AMOUNT OF ETH in NUMBER OF ETH*__________

FIRST DEPOSIT AMOUNT OF USDC in NUMBER OF USDC*:___________

Lender’s (your) digital wallet address for deposits/withdrawals of ETH:

Lender’s (your) digital wallet address for deposits/withdrawals of USDC:

Due to gas fees, slippage when purchasing and exchange rates differing, this amount above is approximate.

*Actual amount will be documented by making screen shots and copying and pasting the transaction hash onto the Deposit Form, which will then record on your account report (a/k/a Lender Dashboard)

SCHEDULE 5

LIQUIDITY SUPPLIER FACILITY AGREEMENT (LSFA)

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LENDER FACILITY AGREEMENT - CONFIDENTIAL

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