{"text":"Digix Holding, Inc\nGOLDN TOKEN OFFTAKE AGREEMENT\nThe Token: GOLDN _OT\n(Delaware Commercial Forward / Tokenized Offtake Contract)\nThis Gold Offtake Agreement (“Agreement”) is entered into as of November ___, 2025\n(“Effective Date”), by and between:\nDigix Inc. a Delaware limited liability company with offices at 1965 Broadway, Suite\n28E, New York, NY 10023, and through its Series Affiliates, Digix Master Series LLC\n(Delaware), Digix Holdings Inc. (Panama) and Digix Reyes Mining S.A., (Bolivia) (the\n“Seller”), and the undersigned purchaser (“Buyer”).\nSeller and Buyer may each be referred to as a “Party” and collectively as the “Parties.”\n1. Recitals\nA. The Seller holds contractual and secured rights to approximately 49,000 troy ounces of\ngold reserves located within the San Gregorio Vein of the Nieves Mine, Zacatecas, Mexico,\nand shall designate such reserves as collateral securing the Buyer’s down payment\nobligations under this Agreement.\nB. The Seller has operational control over the Iglesiani, Tora, 6 de Agosto, Maripani, Flor and\nColosal 1 gold mines located in and around La Paz, Bolivia, from which it will extract, refine,\nand produce gold bullion (the “Product”) for delivery to the Offtake Token Holders in\naccordance with the terms of this Agreement.\nC. Buyer desires to acquire, and Seller desires to sell, a portion of such Product under a long-\nterm offtake arrangement.\nD. The Parties intend this Agreement to be a commercial contract for the sale of goods within\nthe meaning of Article 2 of the Delaware UCC and not an investment contract or security.\n\n-- 1 of 36 --\n\n2. De.initions\n“Aggregation and Pooling Rights” means the right of the Seller, acting in its reasonable discretion,\nto aggregate or pool fractional Token entitlements of multiple Buyers or holders for the purpose of\nachieving Minimum Deliverable Units of refined gold bullion for delivery or vault allocation.\nBullion so aggregated or pooled shall be held in Allocated Vault Storage on a pro-rata basis for the\nparticipating holders, each of whom shall retain beneficial ownership of a fractional undivided interest\ncorresponding to their respective holdings.\nAggregation and Pooling shall not affect the total bullion entitlement of any holder and shall be conducted\nsolely to facilitate settlement efficiency, storage management, and delivery logistics in accordance with\nthis Offtake Agreement.\n“Allocated Vault Storage” means the segregated and specifically identifiable storage of refined gold\nbullion at an accredited vaulting facility designated by the Seller, held for the account and benefit of the\nBuyer.\nBullion held under Allocated Vault Storage shall be (i) stored separately from the general holdings of the\nvault operator and the Seller, (ii) recorded by serial number or unique bar identifier, and (iii) fully insured\nagainst loss, theft, or damage under the vault operator’s insurance policy.\nTitle to bullion held in Allocated Vault Storage shall remain with the Buyer, subject to lien or encumbrance\nonly as expressly provided in this Agreement. Storage and insurance fees, if applicable, shall be borne by\nthe Buyer in accordance with this agreement.\n“Burned”or“Burn” means the permanent extinguishment and removal of a Token from the distributed\nledger or Payment Ledger, whether through an on-chain burn transaction, administrative nullification, or\nsimilar process, such that the Token ceases to exist and confers no further ownership, economic, or\ndelivery rights.\nFor the avoidance of doubt, the burning of Tokens shall serve as conclusive evidence of settlement,\nincluding (i) satisfaction of the holder’s payment obligations in the case of GOLDN_OT Tokens, and (ii)\ncompletion of physical delivery or vault allocation in the case of GOLDN_SET Tokens.\n“Default” or “Event of Default” means the occurrence of any one or more of the following:\n(a) Non-Payment — the Buyer fails to make the Deferred Payment or any other payment required under\nthis Agreement within the time period specified in the Delivery Window;\n(b) Failure to Elect Delivery — the Buyer fails to provide written notice of its election for Physical\nDelivery or Vault Allocation within thirty (30) days of being notified that the Product is available;\n(c) Breach of Agreement — the Buyer breaches any representation, warranty, covenant, or obligation\nunder this Agreement and fails to cure such breach within ten (10) business days after written notice; or\n(d) Unauthorized Transfer or Violation — the Buyer transfers Tokens, or otherwise acts, in a manner\nthat violates applicable law, this Agreement, or any restrictions on Token use or transfer.\nA Default under this Agreement shall not relieve the Buyer from liability for unpaid amounts or damages\nincurred by the Seller as a result of such Default.\n\n-- 2 of 36 --\n\n“Deferred Payment Date” means the date that is sixty (60) calendar days following the posting and\nissuance of the Delivery Written Notice marking the final day by which the Buyer must remit to the Seller\nthe remaining balance of the Deferred Payment corresponding to the Buyer’s offtake entitlement.\nThe Deferred Payment Date period begins upon issuance of the Delivery Written Notice and runs\nconcurrently with the Election Period. Full payment of the Deferred Payment by or before the Deferred\nPayment Date is a condition precedent to (i) Token conversion from GOLDN_OT to GOLDN_SET, and (ii)\ntransfer of title and risk of loss in the refined bullion.\n“Deferred Payment” means the remaining portion of the fixed Forward (Offtake) Purchase Price\n($1,550), payable by the Buyer to the Seller and calculated in the amount of One Thousand One Hundred\nFifty-Five United States Dollars (US $1,155.00) per troy ounce, applied on a fractional, pro-rata basis to\nthe number of GOLDN_OT Tokens purchased. Accordingly, the Deferred Payment amount will vary\naccording to each Buyer’s subscription size but shall not be less than the minimum Deferred Payment\nassociated with the mandatory minimum subscription of 5,000 Tokens (representing one-quarter (¼) of\na troy ounce), being US $288.75. The Deferred Payment becomes due and payable only upon written\nnotification by the Seller that the corresponding full refinement in the aggregate of 49,000 oz. has been\ncompleted and the bullion has been delivered into an LBMA-standard vault and is available for allocation\nor physical delivery to all purchasers.\n“Delivery Window” means the contractual period within which the Buyer must complete settlement\nand elect delivery of the Product. The Delivery Window shall begin on the date of the Seller’s written\nnotice confirming that the refined bullion corresponding to the Buyer’s offtake entitlement has been\nproduced and delivered to the vault, and shall remain open for thirty (30) calendar days from such notice\n(the “Delivery Window”) for the Election and sixty (60) calendar days for final payment.\nDuring the Delivery Window, the Buyer shall (i) remit the applicable Deferred Payment, and (ii) elect in\nwriting whether to receive physical delivery or vault allocation. Failure to complete both within the\nDelivery Window shall result in automatic vault allocation in accordance with Section F.6 of the Offering\nMemorandum - Default and Forfeiture.\n“Delivery Written Notice” means a formal written notification issued by the Seller to the Buyer\nconfirming that the refined gold bullion corresponding to the Buyer’s offtake entitlement has been fully\nprocessed, verified, and deposited into the designated LBMA-standard vault, and is available for physical\ndelivery or vault allocation. Such notice shall be (i) posted on the Digix Platform Dashboard, and (ii)\ntransmitted electronically to the Buyer at the contact details on file.\nThe date of posting and transmission of the Delivery Written Notice shall constitute the commencement\nof the Election Date, upon which the Buyer must make its delivery election, and the Deferred Payment\nDate, being the first day of the period during which the Buyer must pay the Deferred Payment in full in\naccordance with this Agreement.\n“Down Payment” means the initial, non-refundable portion of the Forward (Offtake) Purchase Price,\ncalculated as US $395.00 per troy ounce of Product, applied on a fractional, pro-rata basis to the number\nof GOLDN_OT Tokens purchased by the Buyer. Because the Down Payment is proportional to the number\nof Tokens subscribed for, the payable amount may be higher or lower depending on subscription size, but\nin no event shall it be less than the amount corresponding to the mandatory minimum subscription of\n5,000 Tokens (representing one-quarter (1/4) troy ounce) being US $98.75.\nThe Down Payment constitutes consideration for the Buyer’s pre-paid offtake right and shall be fully\nearned by the Seller upon receipt, irrespective of any subsequent market fluctuations or operational\nchanges. The Down Payment is applied toward the total Forward Purchase Price but shall not be\nrefundable under any circumstances other than material breach by the Seller.\n\n-- 3 of 36 --\n\n“Election Date” The Election Date represents the commencement of the Buyer’s thirty (30)-day\nperiod in which the Buyer must elect, in writing, either (i) Physical Delivery of the corresponding bullion,\nor (ii) Allocated Vault Storage under the Digix custody program. Failure by the Buyer to make such\nelection within thirty (30) calendar days following the Election Date shall be deemed an election of\nAllocated Vault Storage by default.\n“FOB” or “Freight On Board” means that title to and risk of loss of the Product shall pass from the\nSeller to the Buyer at the time and place of delivery as specified by the Seller in the Delivery Notice,\nincluding delivery to an accredited vault, refinery, or carrier designated by the Buyer.\nAll costs of transportation, insurance, export documentation, and related charges shall be borne by the\nBuyer. Unless otherwise agreed in writing, delivery shall be FOB Vault, meaning title and risk of loss\ntransfer upon physical placement of the refined bullion into the Buyer’s designated vault account or to its\nappointed carrier.\n“Fractional Delivery” or “Fractional Settlement” means the settlement of Token holdings or\nofftake entitlements representing less than the Minimum Deliverable Unit of one (1) troy ounce of\nrefined gold bullion.\nSuch settlement shall occur through one or more of the following mechanisms, as determined by the\nSeller:\n(a) Vault Allocation — the fractional entitlement shall remain recorded and credited to the holder’s\nvault account;\n(b) Pooled Delivery — fractional entitlements may be aggregated with those of other holders to form\ndeliverable ounces, with each participant receiving its pro-rata share; or\n(c) Cash-in-Lieu or Digital Settlement — in cases where physical or pooled delivery is impractical, the\nSeller may settle the fractional position in equivalent monetary value or digital bullion credits.\nFractional Settlement shall constitute final satisfaction of the holder’s entitlement for the corresponding\nTokens, which shall be burned upon completion of such settlement.\n“Force Majure” For the purposes of this Agreement, Force Majeure means any event or circumstance\nbeyond the reasonable control of the affected party which prevents, delays, or materially hinders the\nperformance of its obligations under this Agreement, including but not limited to:\n• \tacts of God (such as flood, earthquake, or storm);\n• \tfire, explosion, or environmental disaster;\n• \twar, civil commotion, terrorism, or sabotage;\n• \tembargoes, blockades, or export restrictions;\n• \tacts or omissions of governmental authorities;\n• \tstrikes, lockouts, or other industrial disputes not limited to the workforce of the affected party;\n• \tunavailability or breakdown of transportation, refinery, or vaulting infrastructure; and\n• \tclosure or suspension of financial or logistics systems necessary for settlement or delivery.\n• \tFinancial distress, changes in market prices, or lack of funds shall not constitute Force\nMajeure. \tPayment obligations that have already become due and payable shall remain\nenforceable notwithstanding any Force Majeure event.\n\n-- 4 of 36 --\n\n“Fractional Entitlement” means the pro-rata interest or divisible portion of a troy ounce of refined\ngold bullion represented by a single Token, calculated on the basis of twenty thousand (20,000) Tokens\nequating to one (1) troy ounce of gold.\nFractional Entitlements represent measurable offtake interests and delivery rights under this Agreement\nand may be aggregated by a holder to meet the minimum deliverable quantity for physical delivery or\nvault allocation. Fractional Entitlements shall be fungible and transferable in digital form but do not\nconstitute physical delivery rights unless and until the minimum deliverable threshold has been met and\nall applicable payments have been completed.\n“Fungibility” means the interchangeable and non-differentiated character of the Tokens issued\npursuant to this Agreement, such that each Token confers the same fractional offtake entitlement to\nrefined gold bullion as every other Token, irrespective of the time of issuance, purchase consideration, or\nmethod of acquisition.\nAll Tokens of the same class (including, without limitation, GOLDN_OT Tokens and GOLDN_SET Tokens)\nshall be deemed fungible for all purposes of this Agreement, including allocation, settlement, transfer,\npooling, and vault accounting. No Token shall have priority, seniority, or preference over another of the\nsame class.\n“GOLDN_OT” or “Offtake Token” means the digital token issued by the Seller to the Buyer upon\nreceipt of the Down Payment, representing a partially paid, pre-paid offtake interest in refined gold\nbullion to be produced and delivered under this Agreement.\nEach GOLDN_OT Token constitutes a digital record of the Buyer’s Fractional Entitlement and associated\nDeferred Payment obligation, and remains outstanding until such obligation is fully satisfied, at which\ntime it shall be burned and replaced with a GOLDN_SET Token. GOLDN_OT Tokens confer a fractional\nentitlement and right to physical bullion upon completion of the deferred payment obligation.\n“GOLDN_SET” “or “Settled Token” means the digital token issued by the Seller to the Buyer upon\nfull payment of the Deferred Purchase Price, evidencing a fully satisfied, delivery-eligible offtake right in\nrefined gold bullion corresponding to the Buyer’s Fractional Entitlement.\nThe issuance of GOLDN_SET Tokens shall occur upon or immediately following the burning of the\ncorresponding GOLDN_OT Tokens and shall constitute conclusive proof of settlement and payment in full\nunder this Agreement. GOLDN_SET Tokens entitle the holder, at its election and expense, to either (i)\nphysical delivery of bullion or (ii) vault allocation under the Company’s accredited custody program.\n“Minimum Deliverable Unit” means the minimum aggregate quantity of refined gold bullion for\nwhich the Buyer may request physical delivery under this Agreement, being one (1) troy ounce of gold,\nrepresented by twenty thousand (20,000) Tokens.\nHolders whose total Token holdings represent less than one (1) troy ounce shall not be entitled to\nindividual physical delivery but may (i) maintain such fractional entitlements in the Company’s vault\nallocation program, or (ii) participate in pooled delivery arrangements, as determined by the Company\nfrom time to time.\n“Minted” or “Minting” means the creation, issuance, and registration of a Token on the Company’s\nblockchain or Payment Ledger system, resulting in a new and unique digital record representing the\nholder’s contractual interest under this Agreement.\nA Token shall be deemed Minted when it has been (i) recorded as an active Token on the Payment Ledger,\n(ii) assigned a unique identifier linked to the holder’s digital address or account, and (iii) acknowledged\nby the Company as validly issued in accordance with this Agreement. Minted Tokens constitute conclusive\nevidence of issuance and the holder’s corresponding economic or delivery entitlement, subject to\napplicable payment and performance conditions.\n\n-- 5 of 36 --\n\n“Offtake Entitlement” means, with respect to each Buyer, such Buyer’s pro-rata share of the\naggregate Offtake Quantity of 49,000 troy ounces of refined gold bullion, which share shall be deemed\navailable only upon completion of refinement and vault delivery of the full Offtake Quantity.\n“Offtake Quantity” means, as applicable: (i) the aggregate volume of refined gold bullion covered by\nthis Agreement and available for delivery under the offtake arrangement, being forty-nine thousand\n(49,000) troy ounces of gold (the “Total Offtake Quantity”); and\n(ii) with respect to each Buyer, the portion of such Total Offtake Quantity corresponding to the Buyer’s\nsubscription and number of Tokens purchased, as recorded on the Payment Ledger.\nThe Offtake Quantity determines each Buyer’s Fractional Entitlement and the corresponding number of\nTokens representing such entitlement. Adjustments to the Offtake Quantity may occur only as expressly\nprovided in this Agreement, including substitutions of collateral, force majeure, or production variations.\n“Offtake Price” or “Forward Purchase Price” means the aggregate price per troy ounce of\nProduct agreed to be paid by the Buyer to the Seller under this Agreement, fixed at One Thousand Five\nHundred Fifty United States Dollars (US $1,550) per troy ounce, payable as follows:\n(a) an initial Down Payment of US $395.00 per troy ounce, due upon execution of this Agreement or\nsubscription for Tokens; and\n(b) a subsequent Deferred Payment of US $1,155.00 per troy ounce, due upon written notice from the\nSeller confirming that the refined bullion corresponding to the Buyer’s offtake entitlement has been\ndelivered to the vault and is available for delivery or allocation.\nThe Offtake Price shall be non-variable and fixed for the term of this Agreement, and the Buyer shall\nremain obligated to pay the Deferred Payment regardless of fluctuations in the prevailing spot price of\ngold.\n“Optional Settlement for Fractional Balances” means the right of the Seller, at its discretion and\nin accordance with applicable law, to settle Token holdings or offtake entitlements below the Minimum\nDeliverable Unit of one (1) troy ounce of refined gold bullion through one or more of the following means:\n(a) Vault Allocation — retaining the fractional position within the Company’s Allocated Vault Storage\nprogram until aggregated to a deliverable unit;\n(b) Pooled Settlement — aggregating the fractional positions of multiple holders into a deliverable unit\nand maintaining each holder’s pro-rata entitlement in Allocated Vault Storage; or\n(c) Cash or Digital Equivalent Payment — settling the fractional balance by remitting the equivalent\nmonetary value or digital bullion credit, based on the prevailing spot price at the time of settlement.\nAny such settlement shall constitute full and final discharge of the Seller’s obligations with respect to the\nsettled fractional Token balance, and the corresponding Tokens shall be permanently burned upon\ncompletion.\n\n-- 6 of 36 --\n\n“Physical Delivery” means the tender and transfer of possession of refined gold bullion by the Seller\nto the Buyer, pursuant to the Buyer’s written election during the Delivery Window and subject to payment\nin full of the Deferred Purchase Price.\nPhysical Delivery shall be deemed completed when (i) the bullion corresponding to the Buyer’s offtake\nentitlement is made available at the designated vault, refinery, or other approved delivery point, and (ii)\ntitle and risk of loss pass to the Buyer in accordance with terms of this agreement. “\nThe Buyer shall be responsible for all costs associated with shipment, insurance, taxes, duties, or export\ndocumentation beyond the designated FOB point. Once Physical Delivery is confirmed, the corresponding\nGoldN_SET Tokens shall be permanently burned, signifying final settlement and transfer of title.\n“Tokens” means a digitally created record issued by or on behalf of the Seller on the Company’s\nauthorized distributed ledger or Payment Ledger system, representing a fractional offtake right to refined\ngold bullion to be mined, refined, and delivered under this Agreement.\nEach Token corresponds to a Fractional Entitlement of gold, calculated on the basis of twenty thousand\n(20,000) Tokens equating to one (1) troy ounce of gold. Tokens are issued in two forms:\n(a) GOLDN_OT Tokens (Offtake Tokens), representing paid pre-paid offtake rights pending completion of\nthe Deferred Payment; and\n(b)GOLDN_SET \tTokens \t(Settled \tTokens), \trepresenting \tfully \tpaid \tand \tdelivery-eligible \tbullion\nentitlements issued upon completion of the Deferred Payment.\nTokens are commercial in nature and confer contractual rights to delivery of physical or vaulted bullion,\nnot ownership or equity in the Seller or its affiliates.\nOther capitalized terms have meanings assigned in context.\n\n-- 7 of 36 --\n\n3. Sale and Purchase\n3.1 Seller agrees to sell and deliver, and Buyer agrees to purchase and accept, the Offtake\nQuantity on the terms herein. (5,000 tokens, Minimum Purchase).\n3.2 Each GOLDN_OT Token represents a prepaid fractional delivery right equal to 0.00005\ntroy ounces of Product where 20,000 such GOLDN_OT tokens is equivalent to 1 troy ounce.\nTOKENS will be issued upon Purchase and delivered to the Purchaser’s wallet of choice\nwithin 5 business days.\n3.3 Each GOLDN_SET Token represents a GOLDN_OT token holder that has completed the\ndeferred payment and has either elected to settle by physical delivery of the refined gold\nbullion or elect to store in an LBMA “standard” vault.\n4. Down Payment, Deferred Payment & Delivery\n4.1 Down Payment. Buyer shall pay a non-refundable Down Payment equal to US $395 per\ntroy ounce of gold, allocated on a fractional, pro-rata basis to the number of GOLDN_OT\nTokens subscribed for by the Buyer (the “Deposit”). The Deposit shall be due upon execution\nof this Agreement or upon subscription through the GOLDNDIGITAL OR Digix Platform.\nEach troy ounce corresponds to 20,000 GOLDN_OT Tokens, priced at US $0.01975 per\nToken, and payment for such Tokens constitutes full satisfaction of the Buyer’s Down\nPayment obligation under this Agreement.\nThe minimum purchase quantity shall be 5,000 Tokens, representing one-quarter (¼) troy\nounce of gold and a corresponding Down Payment of US $98.75. Purchases below this\nminimum will not be accepted. (SEE GOLDN_OT SUBSCRIPTION AGREEMENT).\n4.2 Delivery Election\n(a) Upon issuance of a Delivery Written Notice by the Seller confirming that the refined\nbullion corresponding to the Buyer’s offtake entitlement is available for delivery, which\nnotice shall be (i) posted on the GOLDNDIGITAL AND Digix Platform Dashboard and (ii)\ntransmitted to the Buyer by electronic means to the contact details on file (including email\nand/or in-platform message). The Delivery Window shall be deemed to commence on the\ndate such Delivery Written Notice is both posted on the GOLDNDIGITAL OR Digix\nDashboard and sent to the Buyer.\nWithin thirty (30) days of such notice, the buyer must elect in writing either (i) to take\nphysical delivery of such bullion at the Buyer’s designated location, at the Buyer’s expense,\nor (ii) to have such bullion credited to a vault account maintained on the Buyer’s behalf.\n\n-- 8 of 36 --\n\n(a) Failure by the Buyer to provide such written election within the thirty (30) day period\nshall be deemed an election for vault allocation under the Company’s standard\ncustody terms.\n4.3 Deferred Payment.\n(a) The Deferred Payment for each Buyer shall become due and payable only after the Seller\nhas completed the full rehinement and vault delivery of the aggregate Offtake Quantity of\n49,000 troy ounces of gold bullion. Upon such completion, the Seller shall issue a Delivery\nWritten Notice to all Buyers, which shall commence the Delivery Window and the\nobligation of each Buyer to satisfy its pro-rata Deferred Payment in respect of its Offtake\nEntitlement.\nSuch Delivery Written Notice shall be (i) posted to the Buyer’s account on the Digix or\nGOLDNDIGITAL Platform or Dashboard, and (ii) transmitted to the Buyer electronically\nvia the contact details on hile.\nThe Delivery Written Notice shall serve as formal conhirmation that the corresponding\nProduct is available for physical delivery or allocated vault storage, and the sixty (60)-day\npayment period shall commence on the date of both the posting and transmission of such\nnotice.\n(b) For the avoidance of doubt, no Buyer shall be obligated to pay the Deferred Payment,\nand no Buyer shall have a right to demand allocation or physical delivery of any Offtake\nEntitlement, until the full Offtake Quantity of 49,000 troy ounces of rehined gold bullion\nhas been rehined and deposited into the designated vault and a Delivery Written Notice\nhas been issued.\n(c) Upon completion of the Deferred Purchase Price payment, the holder’s corresponding\nGOLDN_OT \tTokens \tshall \tbe \tburned \t(“extinguished”) \tand \tan \tequal \tquantity \tof\nGOLDN_SET Tokens shall be minted (“created”) and issued to such holder, signifying full\nsatisfaction of the deferred payment obligation and the holder’s right to allocation or\ndelivery of the underlying bullion.\n(d) If Buyer fails to pay the Deferred Payment within 60 days after Seller’s notice of\navailability, Seller may:\n(a) terminate Buyer’s right to that portion of Product.\n(b) retain the $395 Deposit as liquidated damages; and\n(c) resell the undelivered Product without liability to Buyer. This remedy is in\naddition to all remedies under 6 Del. C. § 2-703 et seq\n4.4. Payments. Payments may be made in United States dollars (USD) or, at the Buyer’s\noption, through a digital asset swap using Bitcoin (BTC), Ethereum (ETH), or Solana (SOL).\nFor digital asset payments, the value of the digital asset tendered shall be determined based\non the then-current market price quoted on a recognized national digital asset exchange at\nthe timestamp of submission. The Seller will credit such digital asset payment at a value\n\n-- 9 of 36 --\n\nequal to the quoted price plus any applicable premium as expressly communicated by the\nCompany at the time of payment.\n4.5. Delivery Notices\n(a) The Company shall provide each Purchaser who elects a physical delivery and has\ncompleted the deferred payment a Delivery Notice and the quantity of gold to be delivered;\n• \tthe location and method of delivery;\n• \tthe applicable deferred balance due; and\n• \ttransportation and insurance costs associated with delivery\n• \tinstructions for confirming delivery arrangements.\n(b) The Purchaser shall acknowledge receipt of such notice within hifteen (15) business\ndays and remit any deferred balance no later than Sixty (60) business days from\nreceipt of the Delivery Written Notice. Failure to do so constitutes a delivery default\nunder Section 5 of the Fractional Delivery and Settlement clause.\n4.6 Delivery Methods. All deliveries of refined gold under this Agreement shall occur in\naccordance with the following delivery options, as elected by the Purchaser at the time of\nsettlement:\n(a) Physical Delivery (FOB).\nThe Company shall deliver refined gold bullion meeting London Good Delivery (LGD) or\nequivalent standards on a Freight-on-Board (FOB) basis from a refinery or LBMA-standard\nvault designated by the Company. Title and risk of loss shall transfer to the Purchaser at the\npoint of physical release to the Purchaser or its nominated logistics provider.\n(b) Allocated Vault Storage.\nAt the Purchaser’s written election, the Company shall allocate and store refined bullion on\nthe Purchaser’s behalf within a designated LBMA-standard vault under segregated account\nstatus. Allocation records shall specify serial number, fineness, and weight. Title passes to\nthe Purchaser upon allocation, and the Company shall act solely as custodian under bailment.\n(c) CIF or Alternative Incoterms.\nIf mutually agreed in writing, deliveries may be made under Cost, Insurance, and Freight\n(CIF) or other internationally recognized Incoterms, with the corresponding transfer points\nfor title and risk adjusted accordingly.\n4.7. Delivery.\n(a) Upon completion of the Deferred Payment and Election of physical delivery, the Seller\nshall deliver the rehined product to the location as designated by the GOLDN_SET token\nholder (FOB Vault), within 45 days of election. The Seller shall provide written notice to\nall Token Holders conhirming each delivery and shall ensure that such deliveries are\n\n-- 10 of 36 --\n\nsubject to independent verihication and audit in accordance with the terms of this\nAgreement.\n(b) Delivery dates are estimates and may be reasonably adjusted by the Company to account\nfor rehining, assay, transport, or regulatory factors beyond its control.\n4.8 Delivery Verification and Acceptance\n(a) Each delivery shall be documented by a Delivery Receipt or Vault Allocation Statement,\nduly signed or digitally verified by both parties.\n(b) The Purchaser shall have five (5) business days following delivery to inspect and verify\nconformity to contract specifications.\n(c) Absent written notice of non-conformity within such period, delivery shall be deemed\naccepted. Any claim thereafter shall be limited to latent defects proven by independent\nassay within a commercially reasonable time.\n4.9 Delivery Delays and Force Majeure\n(a) The Company shall not be liable for delays caused by force majeure events, including\nnatural disasters, labor disputes, government actions, or transport disruptions.\n(b) In such cases, the Company shall promptly notify Purchasers, and delivery dates shall be\nextended for a period equal to the delay, not to exceed ninety (90) days without mutual\nagreement.\n(c) If delays exceed that period, the Purchaser may elect either (i) continued performance\nunder an amended schedule or (ii) termination of the affected portion with refund of any\ncorresponding deferred balances paid.\n4.10 Final Delivery Completion. Upon completion of all deliveries corresponding to the\nPurchaser’s offtake commitment, the Company shall issue a Final Delivery Certificate\nconfirming that all obligations under this Agreement have been fulfilled and that the\nPurchaser holds clear title to the delivered bullion.\n5. Fractional Delivery and Settlement\n5.1 Minimum Deliverable Unit The minimum physical delivery unit under this Agreement\nshall be one (1) troy ounce of refined gold, represented by twenty thousand (20,000)\nTokens. Delivery requests may only be made in whole-ounce increments. Each purchaser\nacknowledges that holdings below this threshold shall not independently qualify for\nimmediate physical delivery.\n5.2 Fractional Entitlements Purchasers holding fewer than twenty thousand (20,000)\nTokens shall retain a fractional entitlement representing a pro-rata ownership interest in\n\n-- 11 of 36 --\n\nthe vaulted bullion pool maintained for the benefit of all Token holders. Such fractional\ninterests shall remain on the Offtake Pool Ledger, held in the purchaser’s name within the\nCompany’s LBMA-standard storage facility, until the purchaser reaches the minimum\ndeliverable threshold or otherwise elects settlement under Section 4 below.\n5.3. Aggregation and Pooling Rights\n(a) Aggregation by Purchaser.\nA purchaser may aggregate Tokens acquired over time or through secondary transfers until\nthe aggregate holdings equal or exceed the minimum deliverable quantity.\n(b) Pooling Mechanism.\n1. The Company may, at its discretion, establish a pooling mechanism enabling two or\nmore purchasers to combine fractional holdings to collectively meet the minimum\ndelivery unit.\n2. Upon written election by all participating purchasers, and upon confirmation of\naggregated balances totaling not less than one (1) troy ounce, the Company shall\narrange physical or allocated delivery to a designated representative, as mutually\nagreed.\n5.4. Optional Settlement for Fractional Balances Upon completion of final delivery to the vault\nof the aggregate 49,000 troy ounces of bullion, any Purchaser whose holdings represent less than the\nminimum deliverable unit may, at any time thereafter and by written notice to the Company, elect one of\nthe following alternatives:\n(a) Vault Continuation.\nMaintain the fractional entitlement as an allocated vault credit within the Company’s LBMA-\naccredited storage facility, pending accumulation of sufficient Tokens to meet the minimum\ndelivery threshold; or\n(b) Cash Settlement.\nRequest, subject to the Company’s discretion, redemption of the Fractional Entitlement for a\ncash equivalent determined as:\n1. The fraction of one (1) troy ounce represented by the purchaser’s Token holdings\nmultiplied by the 30-day volume-weighted average price (VWAP) of gold, less\nadministrative and transaction costs not exceeding 1.5% of the settlement amount.\n2. The Company may, at its discretion, settle such redemption through physical bullion\ntransfer or wire payment of equivalent value, depending on logistical feasibility and\nprevailing regulations.\n3. Any Cash Settlements must be completed within 90 days of said notice by the GoldN_OT\ntoken holder.\n\n-- 12 of 36 --\n\n5.5. No Waiver of Delivery Intent Nothing in this Section shall be construed as altering the\ncommercial nature of this Agreement as a forward sale of a physical commodity. \tAll\nfractional and pooled holdings represent bona fide, physically deliverable interests in\nrefined gold and do not constitute financial derivatives, investment contracts, or securities\nof any kind.\n5.6. Delivery Default If, after notification by the Company that the purchaser has reached\nthe minimum deliverable quantity, the purchaser fails to complete the required deferred\npayment or provide delivery instructions within the prescribed period, the Company may\ntreat the fractional or full ounce entitlement as forfeited, retaining the down payment as\nliquidated damages and re-allocating the corresponding bullion to other eligible offtakers.\n5.7. Reporting The Company shall maintain and periodically publish, through its secure\ndigital registry or platform interface, records of all outstanding fractional entitlements,\npooled allocations, and fulfilled deliveries. Each purchaser shall have access to verify their\nindividual balance and allocation status at any time.\n5.8. \tGoverning \tFramework \tAll \tfractional \tentitlements, \tpooling \tarrangements, \tand\nsettlements are governed by Article 2 of the Delaware Uniform Commercial Code as\ncontracts for the sale of goods, and shall not be construed to create any investment, security,\nor profit-sharing relationship between the Company and purchasers.\n6. Assay and Certification\n6.1 All bullion delivered under this Agreement shall:\n• \tconform to 99.5 % minimum purity or higher;\n• \tbe stamped and accompanied by a refinery assay certificate; and\n• \tbe traceable to the corresponding mine and production batch through the Company’s\nReserve-to-Vault audit trail.\nThe Company shall retain copies of assay certificates and provide them to Purchasers upon\nrequest.\n7. Title Transfer and Insurance\n7.1 Timing.\nTitle to the gold shall pass to the Purchaser at the earliest of:\n(i) physical release of bullion to the Purchaser or its agent (FOB); or\n(ii) registration of allocated vault ownership in the Purchaser’s name.\n\n-- 13 of 36 --\n\n7.2 Governing Law.\n(i)Title passage and risk allocation are governed by Delaware UCC § 2-401 and\nrelated provisions of Article 2. Until title transfers, the bullion remains property of\nthe Company and may not be pledged or encumbered by the Purchaser\n7.3 Insurance and Risk of Loss\n(a) The Company shall maintain comprehensive insurance coverage for all bullion in\nits custody or transit, including theft, loss, and damage, until title passes.\n(b) Upon transfer of title, risk of loss, theft, or damage passes immediately to the\nPurchaser, who shall thereafter bear all associated costs of transport, insurance, and\ncustody.\n(c) Insurance certificates covering each shipment or allocation shall be made\navailable upon request.\n8. Suspension of Obligations\n8.1 Upon the valid invocation of Force Majeure, the affected party’s performance obligations\nunder this Agreement (excluding payment obligations already due) shall be suspended for\nthe duration of the event.\n(a) The time for performance shall be extended for a period equal to the delay caused by the\nForce Majeure, not to exceed ninety (90) days without mutual written consent.\n(b) During the suspension period, the parties shall cooperate in good faith to minimize\ndisruption and resume normal performance as soon as reasonably possible.\n9. Substitution, Mitigation and Force Majeure\n9.1 If the Company is the affected party, it shall use commercially reasonable efforts to\nmitigate the impact of the Force Majeure event, including (where feasible):\n• \tsubstituting equivalent bullion from alternative production sites or vault inventories;\n• \trerouting logistics or refining through alternate facilities; or\n• \tdelivering the gold to a mutually agreed substitute location.\nAny additional direct costs associated with such mitigation shall be borne by the\nCompany unless otherwise agreed in writing.\n\n-- 14 of 36 --\n\n9.2 Prolonged Force Majeure. If a Force Majeure event continues for more than ninety\n(90) consecutive days, either party may, upon written notice to the other:\n• \t(a) agree to an amended delivery schedule, extending the term proportionally; or\n• \t(b) terminate the affected portion of the Agreement without penalty, provided that\nthe Company shall promptly refund any deferred balances received for undelivered\nbullion and retain only the non-refundable down-payment as liquidated damages\n9.3 Partial Performance\nIf the Force Majeure event affects only part of the Company’s production or delivery\ncapability, deliveries shall be allocated pro rata among all purchasers with outstanding\nentitlements, using the Company’s reasonable discretion and in accordance with equitable\ncommercial practice.\n9.4 Resumption of Performance. Upon cessation of the Force Majeure event, the affected\nparty shall promptly notify the other and resume full performance under this Agreement. All\ndeliveries delayed under this clause shall be completed within a reasonable period\nthereafter, taking into account operational capacity and logistics availability.\n10. Records and Audit Rights.\n10.1 The Company shall maintain complete records of all deliveries, allocations, and title\ntransfers under this Agreement. Purchasers may, upon reasonable written . notice, request\nverification of their holdings or review of delivery documentation through an independent\nauditor approved by both parties.\n11. Default and Remedies\n11.1. Definition of Default\nA “Default” shall occur under this Agreement upon the happening of any of the following\nevents:\n(a) Purchaser Default:\n(i) Failure by the Purchaser to remit any payment (down-payment, deferred balance, or\nother due amount) within the time specified herein;\n(ii) Failure by the Purchaser to provide or confirm delivery instructions within the period\nprescribed in the Delivery Notice; or\n\n-- 15 of 36 --\n\n(iii) Breach by the Purchaser of any material representation, warranty, or covenant under\nthis Agreement that remains uncured after ten (10) business days following written notice.\n(b) Company Default:\n(i) Failure by the Company to make delivery of conforming bullion in accordance with the\nterms and schedule of this Agreement, other than delays excused under the Force Majeure\nclause;\n(ii) Failure by the Company to maintain adequate collateral or substitute impaired reserves\nwithin the required thirty (30)-day period; or\n(iii) Breach by the Company of any material covenant or obligation that remains uncured\nafter fifteen (15) business days following written notice.\n11.2. Remedies upon Purchaser Default\n(a) Forfeiture of Down-Payment.\nUpon Purchaser Default, any down-payment previously made shall be deemed non-\nrefundable and retained by the Company as liquidated damages, representing a reasonable\npre-estimate of loss arising from contract breach, consistent with Delaware UCC § 2-718.\n(b) Reallocation of Undelivered Quantity.\nThe Company may reallocate the undelivered gold ounces associated with the defaulting\nPurchaser’s Tokens to other eligible purchasers, without further obligation to the defaulting\nPurchaser.\n(c) Suspension of Further Deliveries.\nThe Company may suspend or cancel any pending deliveries to the defaulting Purchaser until\nthe breach is cured and all overdue payments, interest, or costs are settled.\n(d) Recovery of Costs.\nThe Company shall be entitled to recover from the Purchaser all reasonable costs, including\nlegal fees, incurred in enforcing this Agreement or collecting overdue balances.\n11.3. Remedies upon Company Default\n(a) Specific Performance or Replacement Delivery.\nIf the Company fails to deliver the agreed bullion within the tolerance period and is not\nexcused by Force Majeure, the Purchaser may demand specific performance under\nDelaware UCC § 2-716, or require delivery of equivalent bullion from alternative inventory\nof equal or greater fineness.\n\n-- 16 of 36 --\n\n(b) Refund of Deferred Balance.\nIn the event of non-delivery of paid-for ounces beyond the permitted grace period, the\nCompany shall promptly refund the Purchaser’s deferred balance for undelivered gold,\nwithout prejudice to any other remedy available under this Agreement.\n(c) Termination for Extended Default.\nIf the Company fails to cure a delivery or collateral default within thirty (30) days after\nwritten notice, the Purchaser may terminate the affected portion of the Agreement, with full\nrefund of all deferred balances and retention of title to any bullion already delivered.\n11.4 Cure and Reinstatement\nA defaulting party may cure any breach within 15 (fifteen) days of the Applicable Notice of\nDefault and, upon cure, this Agreement shall be reinstated in full force and effect as if the\ndefault had not occurred, except where delivery timelines have lapsed irreparably or the\nnon-defaulting party has elected termination.\n11.5 Exclusive Remedies. The remedies set forth in this Agreement are exclusive with\nrespect to the matters covered herein and are intended to replace, not supplement, any\nremedies that might otherwise be implied under law, except as specifically preserved by\nDelaware UCC § 2-719.\n11.6. Setoff If the Purchaser or any affiliate defaults under another offtake or related\nagreement with the Company or its affiliates, the Company may declare a Setoff permitting\nit to offset any obligations or apply any down-payments or vault credits toward damages\narising under this or any related contract.\n12. Interest and Costs\n12.1 All overdue monetary amounts under this Agreement shall accrue interest at a rate\nequal to the U.S. Prime Rate + 3% per annum, compounded monthly, from the due date\nuntil the date of full payment.\n12.2 Each defaulting party shall reimburse the other for reasonable legal, administrative,\nand enforcement costs arising from its breach.\n13. Limitation of Liability\n13.1 Except in cases of willful misconduct, fraud, or gross negligence, neither party shall be\nliable for indirect, incidental, or consequential damages, including lost profits or loss of\nmarket opportunity, arising out of or relating to this Agreement.\n13.2 \tThe Company’s aggregate liability for any claim shall not exceed the total deferred\nbalance actually received for the undelivered bullion giving rise to such claim.\n\n-- 17 of 36 --\n\n14. Representations, Warranties, and Covenants\n14.1. Representations and Warranties of the Company\nThe Company hereby represents and warrants to each Purchaser that, as of the Effective\nDate and continuing through the Term of this Agreement:\n(a) Organization and Authority.\nThe Company is duly organized, validly existing, and in good standing under the laws of\nPanama and is qualified to conduct business in each jurisdiction where such qualification is\nrequired to perform its obligations hereunder. It has full corporate power and authority to\nenter into, execute, and perform this Agreement.\n(b) Authorization and Enforceability.\nThis Agreement has been duly authorized, executed, and delivered by the Company and\nconstitutes a legal, valid, and binding obligation of the Company, enforceable in accordance\nwith its terms under Delaware law and the UCC.\n(c) Title and Right to Sell.\nThe Company is, or will be at the time of each delivery, the lawful owner of the bullion\ndelivered hereunder, free and clear of all liens, claims, or encumbrances, and has full right to\nsell and transfer title to the Purchaser in accordance with this Agreement.\n(d) Conformity of Goods.\nAll bullion delivered shall conform to London Good Delivery (LGD) standards or their\nequivalent and shall meet or exceed a minimum fineness of 99.5 % Au. Each shipment or\nvault allocation shall be accompanied by a valid refinery assay certificate.\n(e) Compliance with Law.\nThe Company’s performance of its obligations under this Agreement does not and will not\nviolate any applicable law, regulation, or governmental order, including environmental,\nexport, mining, or trade-compliance requirements.\n(f) No Conflict.\nThe execution and performance of this Agreement will not conflict with or result in a breach\nof any other agreement, charter document, or obligation of the Company.\n\n-- 18 of 36 --\n\n(g) Anti-Corruption and AML Compliance.\nThe Company maintains and enforces policies consistent with applicable FATF, OECD, and\nPanamanian AML/KYC standards, and has not engaged in, and will not engage in, any activity\nin violation of anti-bribery, anti-money-laundering, or counter-terrorist-financing laws.\n(h) Accuracy of Information.\nAll material information furnished by the Company in connection with this Agreement is true\nand accurate in all material respects as of the date provided and does not omit any material\nfact necessary to prevent such information from being misleading.\n14.2. Representations and Warranties of the Purchaser\nEach Purchaser, by entering into this Agreement and tendering payment, represents and\nwarrants to the Company that:\n(a) Authority and Capacity.\nThe Purchaser has full legal right, power, and authority to enter into this Agreement and to\nperform its obligations hereunder. If an entity, it is duly organized and validly existing under\nthe laws of its jurisdiction of formation.\n(b) U.S. and Non-U.S. Status and Offshore Participation.\nThe Purchaser is a either (i) non-U.S. person or institution as defined in Rule 902(k) of\nRegulation S, is outside the United States at the time of subscription and is acquiring the\nofftake rights solely in an offshore transaction, or (ii) a U.S. Person (iii) institution\n(c) Commercial Intent.\nThe Purchaser is acquiring rights to physical gold for commercial purposes of use, trade, or\nphysical possession, not for investment, resale as a security, or speculative profit. \tThe\nPurchaser acknowledges that this Agreement constitutes a contract for the sale of goods\nunder UCC Article 2, not an investment instrument.\n(d) Ability to Take Delivery.\nThe Purchaser has or will maintain the logistical, legal, and financial ability to receive, store,\nor direct shipment of bullion delivered under this Agreement, either directly or through an\napproved vault facility.\n\n-- 19 of 36 --\n\n(e) Compliance with Laws.\nThe Purchaser’s participation and payments are in full compliance with all applicable laws,\nincluding \tanti-money-laundering, \tsanctions, \tand \tforeign-exchange \tregulations \tin \tits\njurisdiction.\n(f) Independent Assessment.\nThe Purchaser has conducted its own due diligence and understands the commercial and\nlogistical nature of this Agreement. No representations or warranties have been made by\nthe Company other than those expressly contained herein.\n(g) No Reliance on U.S. Market Access.\nThe Purchaser acknowledges that the Company will not register or qualify this Agreement\nunder U.S. securities laws, and agrees not to resell, promote, or distribute related rights or\nTokens within the United States or to any U.S. person.\n14.3. Mutual Covenants\n(a) Good-Faith Performance.\nEach party shall act in good faith and use commercially reasonable efforts to perform its\nobligations under this Agreement in a timely and professional manner.\n(b) Confidentiality.\nNeither party shall disclose the terms of this Agreement or related data except as required\nby law or to auditors, advisors, or regulators subject to confidentiality obligations.\n(c) Recordkeeping.\nBoth parties shall maintain complete and accurate records of all payments, deliveries, and\ncommunications related to this Agreement for at least five (5) years following final delivery.\n(d) Compliance Updates.\nEach party shall promptly notify the other of any change in circumstances that would\nreasonably be expected to affect its compliance status, delivery ability, or regulatory\nobligations.\n(e) Further Assurances.\nThe parties shall execute and deliver such further documents and take such additional\nactions as may be reasonably necessary to effectuate the intent and purposes of this\nAgreement.\n\n-- 20 of 36 --\n\n14.4. Survival All representations, warranties, and covenants set forth herein shall survive\nthe execution, delivery, and completion of performance under this Agreement and shall\ncontinue in effect for a period of two (2) years following final delivery, except those relating\nto title, confidentiality, and compliance, which shall survive indefinitely.\n15. Governing Law, Dispute Resolution, and Arbitration\n15.1. Governing Law\nThis Agreement, and all rights, obligations, and disputes arising hereunder, shall be\ngoverned by and construed in accordance with the laws of the State of Delaware, including\nthe provisions of Article 2 of the Delaware Uniform Commercial Code (UCC) governing the\nsale of goods.\nAll matters relating to title passage, delivery, or performance shall be interpreted and\nenforced in accordance with these laws, without regard to conflicts of law principles that\nwould result in the application of any other jurisdiction’s laws.\n15.2. Commercial Nature and Exclusion of Securities Law\nThe parties expressly acknowledge and agree that this Agreement constitutes a commercial\ncontract for the sale and future delivery of a physical commodity (gold).\nNothing contained herein shall be construed to create a partnership, joint venture,\ninvestment contract, or security. Each party expressly waives any claim or defense premised\nupon the characterization of this Agreement as a securities transaction under U.S. or foreign\nlaw.\n15.3. Dispute Resolution Framework\n(a) Negotiation and Good-Faith Resolution.\nIn the event of any dispute, controversy, or claim arising out of or relating to this Agreement,\nthe parties shall first attempt in good faith to resolve such dispute through direct\nnegotiations between authorized representatives.\nIf the dispute is not resolved within thirty (30) days after written notice by either party, the\nmatter shall proceed to arbitration as set forth below.\n(b) Arbitration Election.\nEither party may elect to resolve the dispute by binding arbitration under one of the\nfollowing forums:\n• \tDomestic Disputes (U.S.-only parties): Arbitration administered by the American\nArbitration Association (AAA) in accordance with its Commercial Arbitration Rules,\nheld in Wilmington, Delaware.\n\n-- 21 of 36 --\n\n• \tCross-Border Disputes (International parties): Arbitration administered by the\nLondon Court of International Arbitration (LCIA) under the LCIA Rules, with the seat\nof arbitration in London, United Kingdom, and the language of proceedings being\nEnglish.\nThe election of the appropriate forum shall be determined by the initiating party’s notice of\narbitration.\n(c) Arbitrator Composition.\nThe arbitration tribunal shall consist of three (3) arbitrators, one appointed by each party\nand the third appointed jointly by the first two arbitrators or, failing agreement, by the\nadministering institution\n15.4. Interim Relief\n(a) Pending the final resolution of any dispute, either party may seek interim or injunctive\nrelief before the Delaware Court of Chancery or other court of competent jurisdiction solely\nfor the purpose of preserving property, evidence, or enforcing delivery obligations.\n(b) Such provisional measures shall not be deemed inconsistent with the agreement to\narbitrate.\n15.5. Enforcement of Awards\n(a) Any arbitral award rendered pursuant to this Agreement shall be final, binding, and\nenforceable in any court of competent jurisdiction, including those located in the State of\nDelaware or any jurisdiction where the non-prevailing party has assets.\n(b) Judgment upon the award may be entered in accordance with the U.S. Federal Arbitration\nAct (9 U.S.C. § 1 et seq.) or applicable international conventions, including the 1958 New\nYork Convention on the Recognition and Enforcement of Foreign Arbitral Awards.\n15.6. Costs and Fees\n(a) Unless otherwise determined by the arbitration panel, each party shall bear its own legal\nand professional fees, with the costs of the arbitration and tribunal to be divided equally\nbetween the parties.\n(b) The tribunal may award reasonable costs, interest, or fees to the prevailing party as it\ndeems just and equitable.\n\n-- 22 of 36 --\n\n5.7. Confidentiality of Proceedings. All proceedings, filings, and awards under this clause\nshall be kept strictly confidential by the parties and arbitrators, except to the extent\ndisclosure is necessary for enforcement or as required by applicable law.\n15.8. Continuing Obligations During Dispute. Notwithstanding the existence of any\ndispute, the parties shall continue to perform all undisputed obligations under this\nAgreement, \tincluding \tthe \tmaintenance \tof \tvault \tcustody, \tinsurance, \tand \tcompliance\nreporting, until the dispute is resolved or otherwise determined by arbitral order.\n15.9. Waiver of Jury Trial and Class Action. Each party irrevocably waives any right to a\ntrial by jury or to participate in any class, collective, or representative action in any\nproceeding arising out of or relating to this Agreement. All claims shall be pursued on an\nindividual, bilateral basis.\n15.10. Exclusive Jurisdiction (Non-Arbitration Matters). For any matter not subject to\narbitration, or for the enforcement of arbitral awards or interim relief, the parties agree to\nthe exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.\n16. Notices and Communications\n16.1. Method of Notice. All notices, consents, instructions, and other communications\nrequired or permitted under this Agreement (“Notices”) shall be in writing and shall be\ndeemed validly given or made when delivered by one or more of the following methods:\n(a) Electronic Mail (E-mail): transmitted to the e-mail address designated by the recipient\nin writing;\n(b) Commercial Courier or Hand Delivery: delivered in person or by reputable\ninternational courier service providing proof of delivery;\n(c) Registered or Certified Mail: postage prepaid, return receipt requested, to the\nrecipient’s last known business address; or\n(d) Platform Notification: electronic posting, upload, or message transmitted through the\nDigix Platform, including the secure purchaser portal, smart-contract dashboard, or other\nCompany-approved communication interface that records an immutable timestamp of\ndelivery.\n\n-- 23 of 36 --\n\n16.2. Timing of Receipt. Unless otherwise provided in this Agreement, any Notice shall be\ndeemed received:\n(a) if sent by e-mail, upon successful transmission (as evidenced by a delivery receipt or lack\nof bounce-back error) if received during the recipient’s business hours, or at 9:00 a.m.\nrecipient’s local time on the next business day if sent outside business hours;\n(b) if delivered by hand or courier, upon actual receipt;\n(c) if mailed, five (5) business days after deposit in the mail system; or\n(d) if posted via the Digix \tor GOLDNDIGITAL Platform, at the time such posting is\nrecorded on the platform ledger or transaction log.\n16.3. Designation and Change of Address. Each party shall designate in writing the\nindividual(s) and address(es) (physical and electronic) for receipt of Notices. Either party\nmay change its designated contact information by providing written Notice to the other in\naccordance with this clause. Until such change is received and acknowledged, delivery to the\nlast known address or electronic contact shall constitute valid notice\n16.4. Official Contact Information. Unless otherwise specified in the Annex to this\nAgreement, initial Notices shall be directed as follows:\nFor the Company:\nDigix Holding Inc.\nAttn: Corporate Secretary – Offtake Administration\nc/o Digix Master Series LLC – Series GOLDN\n1965 Broadway Suite 28E, New York, NY 10023\nE-mail: IR@Digixinc.io\nFor the Purchaser:\nTo the address and e-mail provided in the Purchaser’s Subscription Form or digital\nonboarding file on the Digix Platform.\n26.5. Language. All communications and contractual documentation under this Agreement\nshall be conducted and executed in the English language. If translations are provided for\nconvenience, the English version shall prevail in the event of inconsistency.\n\n-- 24 of 36 --\n\n16.6. Delivery-Specific Notices. Without limiting the generality of the foregoing, the following\nspecific communications shall be governed by this clause:\n• \tDelivery Notices issued under the Delivery Procedures and Title Transfer section;\n• \tPayment Confirmations and deferred-balance instructions;\n• \tCollateral Substitution Notices under Section (c) of the Collateral Management\nprovisions;\n• \tForce Majeure Notifications; and\n• \tArbitration or Legal Notices initiated under the Governing Law and Dispute\nResolution clause.\nAll such notices shall reference the Purchaser’s account identification and Offtake tranche\nnumber and may be authenticated through platform signature or cryptographic hash.\n16.7. Evidentiary Record. Electronic confirmations generated by the Digix Platform, e-mail\ndelivery receipts, or blockchain transaction hashes shall constitute prima facie evidence of\ntransmission and receipt. The parties agree that electronic records maintained by either\nparty in the ordinary course of business shall be admissible in any arbitration or legal\nproceeding as proof of notice or communication.\n16.8. Governing Standard. This clause shall be interpreted consistently with Delaware’s\nUniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.) and shall give full legal\neffect to electronic signatures, notices, and records.\n17. Confidentiality and Data Protection\n17.1. Confidential Information.\n(a) For purposes of this Agreement, “Confidential Information” means all non-public,\nproprietary, \ttechnical, \tfinancial, \tand \tbusiness \tinformation \tdisclosed \tby \tone \tparty\n(“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement,\nincluding but not limited to:\n• \tthis Agreement and its terms;\n• \tpricing, logistics, and delivery schedules;\n• \tgeological data, assay reports, and collateral certifications;\n• \tvaulting, refining, and transportation arrangements;\n• \tidentity and contact details of purchasers and service providers; and\n• \tplatform data, security credentials, and communication logs.\n(b) Confidential Information shall include all data conveyed through the Digix Platform,\nwritten communications, or electronic records, whether or not specifically marked as\n“confidential.”\n\n-- 25 of 36 --\n\n17.2. Confidentiality Obligations\nEach party agrees that it shall:\n(a) Use Restriction.\nUse the Confidential Information solely for the purpose of performing obligations or\nexercising rights under this Agreement and for no other purpose.\n(b) Non-Disclosure.\nNot disclose any Confidential Information to any third party except to employees, officers,\nprofessional advisors, auditors, or contractors who have a need to know and are bound by\nwritten confidentiality obligations at least as strict as those contained herein.\n(c) Standard of Care.\nUse the same degree of care to protect the Confidential Information as it uses to protect its\nown confidential information, but in no event less than reasonable care.\n(d) Exclusions.\nConfidential Information shall not include information that:\n(i) is or becomes public through no fault of the Receiving Party;\n(ii) \tis \trightfully \tobtained \tfrom \ta \tthird \tparty \twithout \tbreach \tof \tany \tobligation \tof\nconfidentiality;\n(iii) is independently developed by the Receiving Party without reference to the Disclosing\nParty’s Confidential Information; or\n(iv) is required to be disclosed under applicable law, regulation, or court order, provided\nthat the Receiving Party gives prior written notice (where legally permitted) and cooperates\nto seek a protective order.\n17.3. Duration of Obligation. The confidentiality obligations set forth herein shall\ncommence on the Effective Date and continue for a period of five (5) years following the later\nof (i) the termination or completion of this Agreement, or (ii) the final delivery of bullion,\nexcept for information relating to security, AML/KYC, or proprietary data, which shall\nremain confidential indefinitely.\n17.4. Data Protection and Privacy\n(a) Compliance with Law.\n\n-- 26 of 36 --\n\nEach party shall comply with all applicable data-protection and privacy laws, including the\nDelaware Online Privacy and Protection Act, Panama Law No. 81 of 2019 on Personal Data\nProtection, and other relevant cross-border regulations.\n(b) Collection and Processing.\nPersonal data collected in connection with this Agreement, including AML/KYC information,\nwill be processed solely for identity verification, anti-money-laundering compliance, and\ncontractual communication purposes.\n(c) Storage and Security.\nThe \tCompany \tshall \tmaintain \tappropriate \ttechnical \tand \torganizational \tmeasures \tto\nsafeguard data against unauthorized access, alteration, loss, or disclosure, including\nencryption, access control, and secure data-center storage.\n(d) Data Subject Rights.\nPurchasers may, to the extent permitted by law, request access to, correction of, or deletion\nof their personal data held by the Company. Requests shall be made in writing to the contact\naddress provided in the Notices and Communications section.\n(e) Cross-Border Transfers.\nData may be transferred between jurisdictions (including the United States, Panama, and\nBolivia) for legitimate business purposes under this Agreement, subject to appropriate\ncontractual safeguards ensuring data remains protected at all times.\n17.5. Blockchain Transparency\n(a) The parties acknowledge that certain transactional data, such as Token issuance, transfer,\nand delivery allocations, may be recorded on a blockchain or distributed ledger for purposes\nof immutability and auditability.\n(b) Such entries may be pseudonymous and not directly identifiable as personal data. To the\nextent any blockchain record can be linked to an identifiable individual, the Company shall\nensure that it is handled in compliance with applicable data-protection laws and used solely\nto evidence performance and title under this Agreement.\n17.6. Permitted Disclosures\nNotwithstanding the foregoing, the Company may disclose limited Confidential Information\nto:\n• \tregulators, auditors, and governmental authorities in connection with compliance\nreviews;\n\n-- 27 of 36 --\n\n• \tlogistics providers, vaulting partners, and insurers as necessary to perform delivery\nobligations; and\n• \tindependent auditors or technical experts verifying reserve or vault balances,\nprovided such parties are bound by equivalent confidentiality duties.\n17.7. Remedies. Each party acknowledges that unauthorized disclosure of Confidential\nInformation \tmay \tcause \tirreparable \tharm \tfor \twhich \tmonetary \tdamages \tare\ninadequate. Accordingly, the non-breaching party shall be entitled to seek injunctive or\nequitable relief in addition to any other remedies available at law or equity.\n17.8. Return or Destruction of Information\nUpon termination or completion of this Agreement, or upon written request by the\nDisclosing Party, the Receiving Party shall promptly return or securely destroy all\nConfidential Information, except for:\n• \tinformation required to be retained by law or regulation; or\n• \tautomatically archived records maintained for audit or compliance purposes, which\nshall remain subject to ongoing confidentiality obligations.\n17.9. Survival. The obligations contained in this Confidentiality and Data Protection clause\nshall survive termination of this Agreement for the periods specified above and shall\ncontinue to bind the parties and their respective successors, assigns, and representatives.\n18. Permitted Sales by Purchaser\n18.1 Sale of GOLDN_OT Tokens\n(a) Purchasers may sell or transfer their GOLDN_OT Tokens only to other qualified, KYC-\nverified U.S. or non-U.S. participants or institutions through the Digix Trading Platform or\nother Company-approved transfer or trading systems. Any such sale or transfer shall\nconstitute an assignment of all rights, title, interests, and obligations attached to the\nGOLDN_OT Tokens, including, without limitation, the transferee’s assumption of all\neconomic rights, delivery rights, and the corresponding Deferred Payment obligation upon\nnotice of bullion delivery pursuant to the terms of this Offtake Agreement.\n19. Binding Effect and Successors. This Agreement shall be binding upon and inure to\nthe benefit of the parties hereto and their respective successors, assigns, and permitted\ntransferees.\n(a) Any reference to a party includes its successors and permitted assigns, provided that no\nsuch assignment shall relieve the original party of its primary obligations unless expressly\nreleased in writing.\n\n-- 28 of 36 --\n\n20. Change of Control. In the event of a merger, consolidation, or change of control of\nthe Company, the surviving or successor entity shall automatically assume all rights and\nobligations under this Agreement.\n(a) The Company shall provide written notice of such change within thirty (30) days of the\neffective date. The Purchaser shall continue to enjoy all contractual delivery and title rights\nunaffected by such change.\n21. Restriction on Resale or Public Distribution. The Purchaser acknowledges\nthat its offtake rights and any associated Tokens may not be publicly offered, advertised, or\nresold in any jurisdiction except in compliance with the Offtake Agreement and applicable\ncommodity-trade and anti-money-laundering regulations.\n22. Survival of Obligations.\n(a) All representations, warranties, confidentiality duties, and payment obligations shall\nsurvive any assignment or transfer under this Agreement.\n(b) No assignment shall release either party from liabilities accrued prior to the effective\ndate of assignment unless expressly discharged in writing by the other party.\n23.Term, Termination, and Survival\n23.1. Term of Agreement This Agreement shall commence on the Effective Date (the date\nof acceptance of the Purchaser’s subscription and issuance of Tokens) and shall remain in\nfull force and effect until the earlier of:\n(a) the completion of all deliveries and payments contemplated herein, including settlement\nof any fractional entitlements or outstanding balances; or\n(b) the termination of this Agreement in accordance with Section 3 below.\n23.2 Unless earlier terminated, this Agreement shall automatically expire upon issuance of\nthe Final Delivery Certificate confirming that all bullion corresponding to the Purchaser’s\nofftake allocation has been delivered or vaulted in accordance with the Delivery Procedures\nand Title Transfer clause\n23.3. Completion of Performance\nUpon completion of the Reserve-to-Delivery process and full satisfaction of delivery\nobligations:\n\n-- 29 of 36 --\n\n(a) the Company shall have fully discharged its obligations to deliver bullion or provide\nequivalent vault allocation under this Agreement;\n(b) the Purchaser shall have fully discharged its payment and acceptance obligations; and\n(c) \tall \tmutual \tcovenants \tnot \texpressly \tsurviving \tunder \tSection \t5 \tshall \tterminate\nautomatically and without further action by either party.\n23.4. Termination This Agreement may be terminated prior to full performance upon the\noccurrence of any of the following events:\n(a) Mutual Agreement.\nBy written consent of both parties, specifying an effective termination date and any\nsettlement of outstanding obligations.\n(b) Force Majeure Extension.\nIf a Force Majeure event persists for more than ninety (90) consecutive days and the parties\nfail to agree on an amended delivery schedule, either party may terminate the affected\nportion of this Agreement by written notice, subject to the refund and settlement procedures\ndescribed in the Force Majeure and Delivery Excuse clause.\n(c) Default.\nBy either party, upon occurrence of a material default as defined in the Default and Remedies\nclause, and failure to cure such default within the prescribed notice and cure period.\n(d) Legal or Regulatory Prohibition.\nIf continued performance becomes illegal or prohibited under applicable law or regulation,\nthis Agreement shall terminate automatically as to the affected portion, with appropriate\nsettlement of remaining obligations.\n(e) Change of Law or Impracticability.\nIf a change in law, regulation, or export restriction renders delivery commercially\nimpracticable within the meaning of UCC § 2-615, the Company may suspend or terminate\nthe affected obligations upon written notice and refund of any unearned deferred balances.\n\n-- 30 of 36 --\n\n23.5. Effect of Termination\n(a) Termination of this Agreement, whether by expiration or otherwise, shall not relieve\neither party of any accrued rights or obligations arising prior to the effective date of\ntermination.\n(b) Upon termination, each party shall promptly return or destroy all Confidential\nInformation as set forth in the Confidentiality and Data Protection clause.\n(c) In the event of partial termination, unaffected portions of this Agreement shall remain in\nfull force and effect.\n23.6. No Waiver of Accrued Rights\n(a) Termination or expiration of this Agreement shall not be construed as a waiver of any\nrights, claims, or causes of action accrued prior to such termination.\n(b) Each party shall retain the right to enforce any obligations that have matured or vested\nprior to termination.\n23.7 \tContinuing Compliance. Following termination, the Company and Purchaser shall\ncontinue to comply with all applicable laws, including export control, sanctions, anti-money-\nlaundering, and data-protection obligations, until all matters arising under this Agreement\nhave been fully settled.\n24. No Investment Relationship. The Parties acknowledge this Agreement is solely for\nthe commercial sale and delivery of gold. Buyer’s rights are limited to receiving the Product\nupon payment of the Offtake Price. Nothing herein shall be construed as an offer of securities\nor participation in profits of Seller.\n25. Execution of Final Certificate\n(a) Upon completion or termination, the Company shall issue a Final Delivery and\nTermination Certificate, summarizing all deliveries made, payments received, and remaining\nobligations.\nb) Such certificate shall constitute final and conclusive evidence of fulfillment of obligations\nunder this Agreement, absent manifest error.\n\n-- 31 of 36 --\n\n26. Miscellaneous and General Provisions\n26.1. Entire Agreement\n(a) This Agreement, together with all schedules, annexes, exhibits, and any documents\nexpressly incorporated herein, constitutes the entire understanding between the parties\nwith respect to the subject matter hereof and supersedes all prior negotiations, term sheets,\nmemoranda, or understandings, whether written or oral, relating to the same subject matter.\n(b) No representation, warranty, or statement not expressly contained in this Agreement\nshall be binding upon either party.\n26.2. Amendments and Modifications\n(a) No amendment, modification, or waiver of any provision of this Agreement shall be\neffective unless made in writing and signed by duly authorized representatives of both\nparties.\n(b) Amendments may be executed electronically through the Digix Platform, provided that\neach party’s digital signature or platform acknowledgment constitutes valid execution under\nthe Delaware Uniform Electronic Transactions Act (6 Del. C. § 12A-101 et seq.).\n26.3. Waiver\n(a) No waiver of any provision or breach of this Agreement shall be deemed a waiver of any\nother provision or subsequent breach.\n(b) Failure or delay by either party in exercising any right or remedy shall not operate as a\nwaiver thereof, nor shall any single or partial exercise preclude further exercise of any other\nright or remedy.\n26.4. Severability\n(a) If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any\njurisdiction, such invalidity shall not affect any other provision of this Agreement or the\nvalidity of that provision in any other jurisdiction.\n(b) The invalid provision shall be replaced by a lawful provision that most closely reflects\nthe parties’ original intent.\n26.5. Counterparts and Electronic Execution\n(a) This Agreement may be executed in one or more counterparts, each of which shall be\ndeemed an original and all of which together shall constitute one and the same instrument.\n(b) Signatures transmitted by electronic means, including via secure digital signature, PDF,\nor authenticated acknowledgment on the Digix Platform, shall have the same legal effect as\noriginal signatures.\n\n-- 32 of 36 --\n\n26.6. Headings and Interpretation\n(a) Section headings are provided for convenience only and shall not affect the meaning or\ninterpretation of any provision.\n(b) Unless otherwise indicated, references to “Sections” or “Clauses” refer to sections and\nclauses of this Agreement. Words importing the singular include the plural and vice versa;\nwords importing gender include all genders\n26.7. Relationship of the Parties\n(a) The parties are independent contractors, and nothing contained in this Agreement shall\nbe construed as creating a partnership, joint venture, fiduciary, or agency relationship\nbetween them.\n(b) Neither party shall have authority to bind the other except as expressly provided\nherein.\n26.8. No Third-Party Beneficiaries\n(a) Except as otherwise expressly provided, this Agreement is intended solely for the benefit\nof the parties and their respective permitted successors and assigns.\n(b) No other person shall have any rights or remedies under this Agreement.\n26.9. Further Assurances. \tEach party agrees to execute and deliver such further\ndocuments, and to take such additional actions, as may reasonably be required to give full\neffect to the provisions and intent of this Agreement, including confirmation of delivery, title\ntransfer, or regulatory filings.\n26.10. Notices of Publicity\n(a) Neither party shall issue any press release or public announcement concerning the\nexistence or terms of this Agreement without the prior written consent of the other party,\nexcept as required by applicable law or regulation.\n(b) Any permitted public statements shall be factual, non-promotional, and consistent with\nthe commercial character of this Agreement.\n26.12. Time of the Essence. Time is of the essence with respect to all obligations and\nperformance dates set forth in this Agreement, particularly those related to payment,\ndelivery, and notification.\n\n-- 33 of 36 --\n\n26.13. Successors and Assigns. This Agreement shall be binding upon and inure to the\nbenefit of the parties and their respective successors and permitted assigns, as further\ndescribed in the Assignment and Successors clause.\n26.14. Execution and Effectiveness\n(a) This Agreement shall become legally binding upon (i) the Company’s acceptance of the\nPurchaser’s subscription, and (ii) the issuance of Tokens representing the Purchaser’s\nofftake allocation on the Digix Platform.\n(b) Electronic confirmation of acceptance and issuance shall serve as conclusive evidence of\nexecution and effectiveness.\n26.15. Survival. All payment obligations, indemnities, warranties, and limitations of liability\ncontained in this clause shall survive termination or completion of this Agreement.\n1 Digix Reyes S.A. Bolivia has reached an agreement in principle with Colosal, with execution of a final\ndefinitive agreement anticipated on or about December 15, 2025. There can be no assurance that the\nagreement will be executed on this date or on the terms currently contemplated.\nSignature Page to Follow\n\n-- 34 of 36 --\n\nIN WITNESS WHEREOF, the Parties have executed this Agreement as of the\nEffective Date.\nSeller:\nDigix Holding Inc./Digix, Inc./GOLDNDIGITA\nBy:\nName: Philip A. Falcone\nTitle: Chairman/CEO\nPURCHASER:\n______________________________\nBy: ___________________________\nName: ________________________\nTitle: _________________________\nPhysical Address:_______________\n______________________________\nPhone:________________________\nWallet Address:________________\nEFFECTIVE DATE:_______________________________________\n\n-- 35 of 36 --\n\n\n\n-- 36 of 36 --\n\n","numPages":35,"title":"EXHIBIT A: GOLDN Token Offtake Agreement","id":"exhibit-a"}