{"text":"DIGIX HOLDING INC.\nGOLDN_OT TOKEN OFFTAKE SUBSCRIPTION AGREEMENT\nConfidential Offtake Offering\nIssuer: Digix Holding Inc.\nJurisdiction: Republic of Panama\nOffering Size: 930,000,000 GOLDN Tokens\nDown Payment Price per Token: USD $0.01975\nOne Troy Ounce Refined Bullion: 20,000 Tokens\nMinimum Purchase: 5,000 Tokens\nCollateralization: Each Token represents 0.00005 troy ounces of NI 43-101 Indicated Gold\nReserves from the San Gregorio Vein at the Nieves Mine, Mexico, totaling 49,000 ounces of\ncontrolled reserves under a Digix Holding Inc. agreement with Blackberry Venture Ltd., the\nowner of the Nieves Mine and an Entitlement to receive .00005 troy ounces of refined bullion\nupon the completion of the Deferred Payment when available for delivery.\nImportant Information\nPLEASE READ THIS AGREEMENT CAREFULLY.\nParticipation in this Offtake Agreement involves commercial, operational, and commodity-related risks and\nshould be undertaken only by persons or entities capable of assuming the economic and logistical risks\nassociated with the purchase, deferred payment, and potential physical delivery of refined gold bullion\n.\nThis Agreement constitutes a commercial forward purchase arrangement for the offtake of gold bullion and\ndoes not represent an investment contract or security under the laws of the United States or any other\njurisdiction.\nThe rights evidenced herein relate solely to the purchase and delivery of physical gold (or its digital delivery\nentitlement equivalent) and are governed by commercial contract law, including applicable provisions of\nthe Uniform Commercial Code (UCC) and relevant international trade conventions.\nThis offtake arrangement may be entered into by both U.S. and non-U.S. Buyers, provided such Buyers\ncomply with all applicable laws and regulations within their jurisdiction concerning the purchase,\nownership, and delivery of precious metals. Each Buyer is solely responsible for determining its eligibility\nto participate and for ensuring compliance with applicable import, taxation, and reporting obligations.\nThe Offtake Tokens and corresponding digital delivery entitlements are not registered securities, and no\nregistration is required or intended, as they represent commercial prepayment and delivery rights under a\nforward contract for tangible goods. Tokens or offtake rights may not be resold, assigned, or transferred\nexcept as permitted under this Agreement and in accordance with applicable laws governing the sale or\ntransfer of commodity purchase contracts.\nParticipation should be based upon a thorough review of the terms, risks, and delivery procedures described\nherein and in the accompanying materials.\nAll participants are strongly encouraged to seek independent legal, tax, and financial advice prior to\nexecution of this Agreement.\n\n-- 1 of 11 --\n\nOFFTAKE AGREEMENT\nThe undersigned Buyer hereby enters into this Offtake Agreement with Digix Holding Inc. (the “Seller”)\nfor the purchase of GOLDN Offtake Tokens (the “Tokens”), which evidence the Buyer’s prepaid right to\nreceive refined gold bullion in accordance with the terms herein.\nEach Token represents a digital delivery entitlement under the Seller’s Reserve-to-Delivery program,\ninitially secured by certified in-ground gold reserves from the San Gregorio Vein located within the Nieves\nMine in Mexico, and subsequently satisfied through the production and refinement of gold sourced from\nDigix-controlled concessions in Bolivia.\nThe Buyer acknowledges that the Tokens are commercial offtake instruments and not investment securities,\nand that each Token corresponds to a defined quantity of gold deliverable upon completion of mining,\nrefining, and vault allocation.\nThe purchase price and delivery obligations are governed by the Down Payment and Deferred Payment\nterms set forth herein, and all rights and obligations are enforceable under applicable Delaware commercial\nlaw and international trade conventions.\nACCEPTANCE AND ISSUANCE\nThis Offtake Agreement is subject to formal acceptance by Digix Holding Inc. (the “Seller”) in its\nsole discretion.\nAcceptance shall occur only upon (i) completion of the Buyer’s Know-Your-Customer (KYC) and\nAnti-Money-Laundering (AML) verification, (ii) approval of the Buyer’s eligibility to participate\nin the GOLDN Offtake Program, and (iii) receipt of the required Down Payment in immediately\navailable funds.\nAll funds remitted by the Buyer prior to final acceptance shall be deposited into a designated\nescrow account administered by an independent escrow agent.\n\n-- 2 of 11 --\n\nBUYER REPRESENTATIONS AND WARRANTIES\nBy executing this Agreement, the undersigned Buyer hereby represents, warrants, and\nacknowledges to Digix Holding Inc. (the “Seller”) as follows:\nStatus and Eligibility\nThe Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of\nformation or residence, and possesses full legal capacity, power, and authority to enter into and perform\nthis Agreement.\nThe Buyer is participating in this transaction for commercial offtake purposes and not as an\n“investment” in a security or financial instrument.\nThe Buyer’s participation is made either:\n(a) outside the United States, in an offshore commercial transaction, consistent with Regulation S\nprinciples, or\n(b) within the United States, as a lawful commercial purchaser of goods under the Uniform Commercial\nCode (UCC) and applicable state or federal trade regulations.\nThe Buyer confirms that it is legally permitted under the laws of its jurisdiction to purchase, take\ndelivery of, and hold ownership of gold bullion, and to participate in a deferred-payment offtake\narrangement.\nPurpose of Purchase\nThe Buyer is acquiring the Offtake Tokens and corresponding rights to receive refined gold bullion\nsolely for its own commercial use, trade, or delivery allocation purposes, and not with the intent to\nresell or distribute the Tokens or bullion in violation of applicable law.\nAcknowledgment of Risk and Uncertainty\nThe Buyer acknowledges that project milestones, production start dates, refining schedules, and\ndelivery windows are estimates only and are subject to change based on regulatory, operational, or\nmarket factors beyond the Seller’s control.\nThe Buyer understands that this transaction carries commercial, logistical, and commodity-price risk,\nincluding possible delay or loss of expected delivery timelines, and agrees that such factors shall not\nconstitute a default by the Seller.\n\n-- 3 of 11 --\n\nIndependent Evaluation\nThe Buyer has reviewed the Offtake Summary and Offering Memorandum, understands the Deferred\nPayment structure, and has had the opportunity to seek independent legal, financial, and technical\nadvice before signing.\nThe Buyer has not relied on any oral or written representations other than those expressly contained in\nthis Agreement.\nFinancial Capacity and Experience\nThe Buyer has the financial resources and commercial experience necessary to perform its obligations\nhereunder, including making the Down Payment and Deferred Payment when due, and assumes the\neconomic risk accordingly.\nCompliance and Documentation\nThe Buyer shall provide all information and documentation reasonably requested by the Seller to verify\nidentity, source of funds, and compliance with anti-money-laundering (AML), know-your-customer\n(KYC), and sanctions requirements applicable to cross-border gold transactions.\nThe Buyer acknowledges that failure to provide or maintain compliance documentation may result in\nsuspension or cancellation of delivery or Token allocation.\nSELLER REPRESENTATIONS AND WARRANTIES\nDigix Holding Inc. (the “Seller”) hereby represents and warrants to the Buyer that:\nOrganization and Authority\nThe Seller is a company duly incorporated, validly existing, and in good standing under the\nlaws of the Republic of Panama, with full corporate power and authority to execute, deliver,\nand perform its obligations under this Offtake Agreement.\nAuthorization and Validity\nThe execution, delivery, and performance of this Agreement have been duly authorized by all\nnecessary corporate actions of the Seller. This Agreement constitutes a valid and binding\nobligation of the Seller, enforceable in accordance with its terms.\nOfftake Token Authorization\nThe Seller is authorized to create, issue, and administer GOLDN Offtake Tokens (“Tokens”)\nas digital instruments evidencing commercial offtake rights to refined gold bullion under this\nAgreement. Such Tokens function solely as digital delivery entitlements and not as securities,\ninvestment contracts, or equity instruments.\n\n-- 4 of 11 --\n\nRights to Collateralized Reserves\nThe Seller holds and maintains contractual and secured rights to approximately 49,000 troy\nounces of 43-101 Indicated Gold Reserves from the San Gregorio Vein, located within the\nNieves Mine in Mexico, which serve as the initial collateral basis for the GOLDN Offtake\nProgram.\nOperational Control and Supply Assurance\nThe Seller, through its wholly owned mining subsidiary Digix Reyes Mining S.A., maintains\noperational control over active gold concessions, including Iglesiani, Maripani, Flor, 6 de\nAgosto, Tora, and Colosal, located in and around La Paz, Bolivia through various contracts\nand agreements.\nThese projects collectively provide the production capacity necessary to fulfill the Refined\nGold Delivery Obligations to Buyers under this Agreement.\nCompliance with Law\nThe Seller is in material compliance with all applicable laws, regulations, and contractual\nobligations governing its operations, including environmental, mining, export, and trade\ncompliance laws within its operating jurisdictions.\nNo Conflict or Violation\nThe execution and performance of this Agreement do not and will not conflict with or result\nin a breach of any law, judgment, or agreement binding upon the Seller, nor require any\ngovernmental approval other than those already obtained or customarily required for\ninternational offtake transactions.\nCONFIDENTIALITY\nAll offering materials and related information provided by the Issuer are confidential and may be\nused solely to evaluate this investment. Disclosure to third parties is prohibited except to\nprofessional advisors bound by confidentiality.\n\n-- 5 of 11 --\n\nRESALE RESTRICTIONS\nThe Buyer acknowledges and agrees that the GOLDN Offtake Tokens represent commercial\ndelivery entitlements linked to this Offtake Agreement and are not freely tradable securities unless\ninternally on the Digix Trading Platform or a Company approved alternative platform.\n(b) U.S. Buyers — U.S. Persons may participate solely pursuant to commercial offtake\nprovisions under which the Tokens evidence a bona fide forward purchase obligation for\nrefined bullion and are not intended to constitute an investment security.\nNotification Requirement\nAny permitted transfer must be recorded on the Digix Platform Ledger, and the transferee must\nreceive a digital confirmation reflecting the assignment of the corresponding offtake rights and\nobligations, including any outstanding Deferred Payment responsibilities.\nEffect of Non-Compliance\nAny purported transfer in violation of these restrictions shall be null and void and shall not be\nrecognized by the Seller or recorded in the Digix system.\nINDEMNIFICATION\nInvestor agrees to indemnify and hold harmless Digix Holding Inc., its directors, officers, and\naffiliates from any loss or liability arising out of any false representation or breach of this\nAgreement by the Investor.\nGOVERNING LAW AND JURISDICTION\nThis Agreement shall be governed by and construed in accordance with the laws of the Republic\nof Panama. The parties consent to the exclusive jurisdiction of the courts of Panama City,\nPanama for all disputes arising from or relating to this Agreement.\n\n-- 6 of 11 --\n\nRISK FACTORS\nBuyer acknowledges that the acquisition of the GOLDN_OT Tokens involves significant risks,\nincluding but not limited to:\n• \tFluctuations in the price of gold;\n• \tDelivery and logistics;\n• \tPolitical and operation risks in Mexico and Bolivia;\n• \tUncertainty in mining output and reserve realization;\n• \tProduction and reserve realization;\n• \tChanges in laws applicable to digital assets.\nDisclaimer\nThe foregoing Risk Factors do not purport to be an exhaustive list of all risks associated with participation in\nthis Offtake Agreement.\nProspective Buyers are urged to review all accompanying materials, assess their own risk tolerance and\noperational capacity, and obtain independent legal, financial, and tax advice before executing this Agreement.\nEXECUTION AND BINDING EFFECT\nThis Agreement may be executed electronically in counterparts, each of which shall be deemed\nan original. Upon acceptance by the Issuer, this Agreement becomes binding upon both parties\nand their successors and assigns.\nSIGNATURE PAGE TO FOLLOW\n\n-- 7 of 11 --\n\nSIGNATURE PAGE\nPurchaser Name: ___________________________________________\nAddress: ________________________________________________\nEmail: __________________________________________________\nWallet Address: __________________________________________\nNumber of Tokens Purchased: ______________________________\nPrice per Token: \t$0.01975\nTotal Purchase Allocation (USD): ___________________________\nSignature: ______________________________________________\nName__________________________________________________\nTitle: __________________________________________\nDate: ___________________\nACCEPTANCE BY ISSUER\nDIGIX HOLDING INC.\nBy: _________________________________________\nName: Philip A. Falcone\nTitle: CEO\nPayment Instructions Next Two Pages\n\n-- 8 of 11 --\n\nPayment Instructions\n“Digix Subscription Escrow Account”\nPAYMENT IN USD/LOCAL CURRENCY:\nDOMESTIC WIRE\nEscrow Account Name: \tDigix Subscription Acct.\nBank Name: \tCOASTAL COMMUNITY BANK\nBank Address: \t5415 Evergreen Way\nEverett, Washington 98203\n+1 (888) 216-9619\nAccount Number: \t875109038666\nRouting Number (ABA): 125109019\nINTERNATIONAL WIRE\nEscrow Account Name: Digx Subscription Acct .\nBank Name: \tBLUEVINE, INC\nBank Address: \t401 Warren Street, Suite 300\nRedwood City, California 94063\n+1 (888) 216-9619\nAccount Number: \t875109038666\nSWIFT Code: \tBLVNUS32\nA copy of the wire confirmation must be emailed to:\ninfo@Goldndigital.io\n\n-- 9 of 11 --\n\nPAYMENT IN CRYPTO:\nBITCOIN\nDigix Subscription Escrow Account Wallet:\nbc1q5h3gl*9w4xvmmkuqvf4y3y4eqalzpx83jkhnz\nETHEREUM\nDigix Subscription Escrow Account Wallet:\n0xF49D92ef8e209c0b728c8bdDe2fA2B1783fB0521\nSOLANA\nDigix Subscription Escrow Account Wallet:\n2t2mAwjHNZvK7L22sLX5DDTGdrA65UoH7ppU8nczoivV\nA copy of the confirmation must be emailed to:\ninfo@Goldndigital.io\nFor Payment Processing with CC, Venmo, Cash App\nor Pay Pal, please email: Info@GoldnDigital.io\n\n-- 10 of 11 --\n\n\n\n-- 11 of 11 --\n\n","numPages":10,"title":"EXHIBIT B: GOLDN_OT Subscription Agreement","id":"exhibit-b-subscription"}