BitLease Technologies Ltd. A subsidiary of 49G Holding Ltd. Incorporated in Abu Dhabi Global Market (ADGM). Registered Address: Unit PC-1, Level 7, Al Maryah Tower, Abu Dhabi Global Market Square, Abu Dhabi, Al Maryah Island, United Arab Emirates. ADGM Registration No.: 34619
Document Name: LTU Service Agreement
Version: 1.3
Document Type: Bilateral Contract between Provider and Lessee
Effective Date: [Date of Execution]
Hierarchy Position: Primary contractual document — governs commercial terms of this LTU Contract
References: LTU Framework Vol. 07; LTO Leased Asset Framework v1.4; Institutional Product Framework Vol. 03; Terms of Service; Fee Schedule; Risk Disclosure Statement — Contract Classification Addendum
Governs: All commercial, payment, and settlement terms of this individual LTU Contract
Governing Law: ADGM, UAE
Scope: LTU Contracts only. LTO Contracts are governed by a separate LTO Service Agreement.
TRADEMARK NOTICE
“HyperHedge”, “BitLease”, “Lease-to-Own”, “Lease-to-Use”, “Lease-to-Bundle”, “Lease-to-Elect”, “Lease-to-Liquidity”, “Lease-to-Forward”, “LTO”, “LTU”, “LTB”, “LTE”, “LTL”, and “LTF” are trademarks of BitLease Technologies Ltd. References to these terms throughout this Agreement are made without the ™ symbol for readability; their trademark status is acknowledged by this notice.
PARTIES
Provider (Platform Operator & Direct Counterparty): BitLease Technologies Ltd., a company incorporated in Abu Dhabi Global Market (ADGM), United Arab Emirates, and a wholly owned subsidiary of 49G Holding (hereinafter “BitLease” or “Provider”). BitLease acts as the Provider of the LTU arrangement to the Lessee and as the Direct Counterparty under this Agreement. BitLease is not the underlying capital owner; rather, BitLease intermediates between institutional and individual capital providers (collectively, “Lessors”) who fund the Asset acquisitions through separate Investment Contracts, and absorbs the risks of those arrangements as a risk-taking principal (see Article 18). Registered Address: Unit PC-1, Level 7, Al Maryah Tower, ADGM Square, Abu Dhabi, Al Maryah Island, UAE. ADGM Registration No.: 34619.
Lessee (Client): BitLease and the Lessee are individually referred to as a “Party” and collectively as the “Parties.” Lessee identity fields (Full Legal Name as per KYC, Date of Birth, Nationality, Country of Residence, Platform Account ID, LTU Wallet Address, and Funding Wallet Address) are completed at execution.
RECITALS
A. BitLease, as Provider, operates a structured digital asset financing platform under the Lease-to-Use (LTU) model, structured as a Conditional Sale of Digital Assets with Buyout-based settlement, in which Lessees acquire Economic and Beneficial Property of a Digital Asset for a defined Tenor, while the Conditional Sale condition is fulfilled through Buyout (Maturity Settlement or Early Buyout) rather than through ownership transfer to the Lessee. This Agreement governs LTU Contracts exclusively.
B. The LTU model is a variant configuration of the LTO architecture, optimised for temporary economic access to digital assets rather than gradual ownership acquisition. LTU shares the same legal foundation (Conditional Sale), custody architecture, solvency framework, and risk management engine as LTO, differing only in the initial payment structure (single Origination Fee) and settlement mechanism (mandatory Buyout at Maturity).
C. Pursuant to the LTU Framework Vol. 07 and the Institutional Product Framework Vol. 03, every LTU Contract is executed in exactly one of two operating modes: Fiat Obligation Mode, in which the Contract Obligation is denominated in a fiat currency and settled through the corresponding stablecoin; or Asset Obligation Mode, in which the Contract Obligation is denominated in a supported Digital Asset and settled natively in that Asset. The economic payoff profile of each LTU Contract is further characterised by its Contract Classification (Asset-Led, Obligation-Led, Peg, or Spread), a descriptive descriptor defined in the LTU Framework Vol. 07 Section 05.5 and recorded in Schedule A.
D. BitLease acts as the Provider and Direct Counterparty to the Lessee under this Agreement (Contract A, Access Contract), and separately contracts with Lessors under Investment Contracts (Contract B, Funding Contract). The Lessee has no contractual, financial, or informational relationship with any Lessor.
E. The Lessee has completed all required identity verification (KYC) procedures; has been provided with and acknowledged the Contract Summary, LTU Risk Disclosure Statement (including the Contract Classification Addendum), and Terms of Service; and has satisfied BitLease’s affordability assessment requirements.
F. The Lessee enters into this Agreement voluntarily, with full understanding of the two-layer ownership structure, the Obligation Mode declared at execution, the Contract Classification, the non-refundable Origination Fee, the mandatory Buyout settlement mechanism, the Re-Lease option, and the risks associated with Digital Assets.
G. This Agreement is denominated in the Obligation Unit specified in Schedule A and all settlements are made through the Lessee’s LTU Wallet on the Platform in the medium appropriate to the Obligation Mode.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
PART I: DEFINITIONS AND INTERPRETATION
1.1 Scope Note
This Agreement covers Lease-to-Use (LTU) Contracts only. Any reference to “LTU” in this Agreement, in its Schedules, or in related documents applies within that scope. Capitalised terms used but not defined here carry the meanings given in the LTU Framework Vol. 07, the LTO Leased Asset Framework v1.4, the Terms of Service, or the Institutional Product Framework Vol. 03.
“Agreement” means this Lease-to-Use (LTU) Service Agreement, including all Schedules, Annexes, and written amendments agreed between the Parties.
“Asset” or “Leased Asset” means the Digital Asset identified in Schedule A. Supported assets include cryptocurrencies, tokenised stablecoins, tokenised gold, and other real-world assets, subject to the Asset-Obligation Distinction Rule in Article 4.4.
“Asset Obligation Mode” means the LTU configuration in which the Contract Obligation is denominated in a supported Digital Asset and settled natively in that Asset.
“Buyout” means the Lessee’s contractual settlement mechanism under this Agreement, calculated through the Economic Value Settlement (EVS) mechanism in Article 11, performed in the Obligation Unit. Buyout is the mandatory and exclusive settlement mechanism under LTU.
“Commencement Date” means the date the Origination Fee is confirmed received and the Asset is secured in Escrow. Economic and Beneficial title to the Leased Asset passes to the Lessee from this date.
“Conditional Sale” means the legal structure of this Agreement. The Provider acquires the Asset, holds it in Escrow, and grants the Lessee Economic and Beneficial use for the Tenor. At Buyout, the Asset is liquidated, the Obligation is discharged, and any Surplus returns to the Lessee. Formal On-Chain Ownership does not transfer to the Lessee under LTU.
“Contract Classification” means the descriptive characterisation of the economic payoff profile of this LTU Contract, derived automatically at execution from the relationship between the Asset (the Acquired leg) and the Obligation Unit, being one of Asset-Led, Obligation-Led, Peg, or Spread, as defined in the LTU Framework Vol. 07 Section 05.5 and inherited from the LTO Leased Asset Framework v1.4 Section 3, and recorded in Schedule A. A “Stable-Value Unit” means a fiat currency or a fiat-referenced stablecoin; a “Volatile Asset” means any other supported Digital Asset. A Volatile Asset acquired against a Stable-Value Unit Obligation is Asset-Led; a Stable-Value Unit acquired against a Volatile Asset Obligation is Obligation-Led; a Stable-Value Unit acquired against a distinct Stable-Value Unit Obligation is Peg; and a Volatile Asset acquired against a distinct Volatile Asset Obligation is Spread. The Contract Classification is informational only: it does not alter the Obligation Mode, the Conditional Sale foundation, the Origination Fee, the maximum-loss cap, or any right or settlement mechanic under this Agreement. Because LTU settles exclusively through Buyout, any gain under a Classification is realised as Surplus Value at Maturity Settlement or Early Buyout, and any loss remains capped at the Origination Fee.
“Contract Obligation” or “Total Obligation” is the amount required at Buyout to discharge this Agreement, expressed in the Obligation Unit. It equals the Leased Asset value in that unit at execution, is settled exclusively through Buyout, and does not change during the Tenor.
“Contract Specifications” means the commercial terms set out in Schedule A, including: Obligation Mode, Contract Classification, Asset type, quantity, Platform Reference Price at execution, Obligation Unit, Origination Fee components, Tenor, LCR, and all applicable charges.
“Early Buyout” means the optional Lessee-initiated Buyout exercised at any point during the active Tenor, as defined in Article 12.
“Economic and Beneficial Property” means the substantive economic ownership of the Leased Asset granted to the Lessee from the Commencement Date, comprising rights to appreciation, portfolio tracking, Early Buyout, Buyout mode election, Re-Lease, Surplus Value, and residual Asset retention.
“Economic Value Settlement” or “EVS” means the settlement mechanism underlying the Buyout. The Asset is valued at the prevailing Platform Reference Price in the Obligation Unit, outstanding obligations are deducted, and any Surplus Value is returned to the Lessee.
“Escrow” means the custody arrangement under which BitLease holds the Asset in MPC-secured custody (Fireblocks) for the duration of this Agreement, segregated from BitLease’s operational assets.
“Fiat Obligation Mode” means the LTU configuration in which the Contract Obligation is denominated in a fiat currency (USD, EUR, AED, or other supported fiat) and settled through the corresponding stablecoin.
“Finance Charge” means the component of the Origination Fee that compensates for capital allocation from the Lessor pool over the Tenor. It does not constitute interest, return on a loan, or yield on a credit facility.
“Formal On-Chain Ownership” means registered on-chain title, private key control, and full custodial rights over the Asset. BitLease retains these throughout the Agreement. Unlike LTO, LTU does not transfer Formal On-Chain Ownership to the Lessee at conclusion.
“Funding Wallet” means the Lessee’s single primary on-platform wallet for unrestricted asset custody, and the sole interface for external deposits, external withdrawals, and Transfer-In/Out to and from product-specific wallets. The Origination Fee is sourced from the Funding Wallet at execution; the Funding Wallet receives Surplus Value at Buyout, or residual Leased Asset under Buyout via Asset Retention, via Transfer-Out from the LTU Wallet.
“HyperHedge Fee” means the component of the Origination Fee allocated to the HyperHedge Pool for engineered downside coverage. It is not an insurance product, insurance policy, or insurance premium.
“Lease Cost Ratio” or “LCR” means the BitLease proprietary transparency index: LCR = (Origination Fee ÷ Leased Asset Value at Execution) × (365 ÷ Tenor in Days) × 100%. It is not an APR, interest rate, or yield.
“Lessor” means any institutional or individual capital provider that contracts with BitLease under a separate Investment Contract to fund LTU Contracts. The Lessee has no contractual relationship with any Lessor.
“LTU Wallet” means the Lessee’s single designated on-platform wallet dedicated exclusively to LTU Contracts, structured as a container of LTU Contracts, not as a generic Asset balance. Each active LTU Contract is held as a discrete, self-contained unit with its complete Leased Asset encapsulated inside that Contract; allocations are not aggregated or pooled at the Wallet level, and the unit of accounting and operation is the Contract, not the Asset. The LTU Wallet reflects the Lessee’s Economic and Beneficial title; underlying private keys are held in MPC-secured Escrow (Fireblocks) under the Provider’s Formal On-Chain Ownership for the Tenor. It does not support direct external deposit or withdrawal; all movements occur via Transfer-In/Out to/from the Funding Wallet.
“Maturity Date” means the date on which the Tenor reaches zero, as specified in Schedule A.
“Maturity Settlement” means the automatic Buyout triggered when the Tenor reaches zero, executing by default via Buyout via Asset Retention.
“Obligation Mode” means the operating configuration of this Agreement, either Fiat Obligation Mode or Asset Obligation Mode, as specified in Schedule A.
“Obligation Unit” means the single unit in which the Contract Obligation is denominated, declared at execution and fixed for the term.
“Origination Fee” means the single comprehensive cost paid by the Lessee at LTU Contract execution, comprising BitLease Fee, Finance Charge, and HyperHedge Fee. Non-refundable under all circumstances.
“Platform Reference Price” means the proprietary indicative price of the Asset in the Obligation Unit, as determined by BitLease’s internal pricing methodology. May differ from exchange prices.
“Provider” means BitLease Technologies Ltd., acting as platform operator, intermediary, and Direct Counterparty to the Lessee.
“Quote-Lock System” means the Re-Lease pricing mechanism in Article 13.3, under which a Quote with locked terms is presented for a defined validity period.
“Re-Lease” means the Lessee-initiated mechanism for extending an LTU position beyond its original Tenor, consisting of a Maturity Settlement followed by a new LTU Contract.
“Surplus Value” means the positive difference between the Platform Reference Price value of the Asset in the Obligation Unit and the Total Obligation at Buyout. Belongs to the Lessee.
“Tenor” means the duration of this Agreement, from the Commencement Date to the Maturity Date, as determined by HyperHedge and specified in Schedule A.
2.1 References to “Articles” and “Schedules” are to articles of and schedules to this Agreement.
2.2 Headings are for convenience only and do not affect interpretation.
2.3 References to legislation include amendments, re-enactments, and subordinate legislation.
2.4 Words in the singular include the plural and vice versa.
2.5 “Including” means “including without limitation.”
2.6 Precedence of Documents
Where conflict exists between documents referenced in this Agreement, the following order applies (highest to lowest):
(a) This Agreement (LTU Service Agreement v1.3), including its Schedules, for all commercial terms specific to this LTU Contract;
(b) LTU Framework Vol. 07, for all LTU-specific structural definitions and operational mechanics, including the Contract Classification (Section 05.5);
(c) LTO Leased Asset Framework v1.4, for inherited definitions, asset-handling rules, structural classifications, and the Contract Classification framework (Section 3);
(d) Institutional Product Framework Vol. 03, for higher-level definitional matters and product classifications;
(e) Terms of Service, for general platform rules not specific to this Agreement;
(f) Fee Schedule and other operational schedules, for fee mechanics and operational parameters.
Where conflict exists between the body of this Agreement and any attached Schedule, the body prevails. Where any inconsistency arises between the Contract Classification descriptor and the substantive provisions of this Agreement or the LTU Framework, the latter prevail.
2.7 Version Locking
The specific version of each referenced document is recorded in Schedule A and is fixed for the duration of this Agreement. Subsequent updates by BitLease do not apply, except where: (a) the Lessee expressly consents in writing; or (b) updates are required by applicable law or regulatory direction.
2.8 This Agreement is interpreted under the laws of Abu Dhabi Global Market (ADGM).
2.9 The term “Obligation” denotes the Lessee’s contractual undertaking to BitLease. Under LTO, settled through Installments; under LTU, settled exclusively through Buyout.
PART II: LEGAL CHARACTERIZATION
3.1 Conditional Sale with Buyout Settlement
This Agreement is a Conditional Sale of a Digital Asset with Buyout-based settlement. BitLease acquires the Asset, holds it in Escrow, and makes it available to the Lessee as Economic and Beneficial Property for the Tenor. The condition of the Conditional Sale is fulfilled at Buyout, whether Maturity Settlement or Early Buyout. At that point, the Asset is liquidated, the Obligation is discharged from the proceeds, and any Surplus is returned to the Lessee. Under LTO, the condition is fulfilled through Full Settlement, which transfers ownership to the Lessee; under LTU, it is fulfilled through Buyout liquidation, and Formal On-Chain Ownership is never transferred to the Lessee.
3.2 Not a Loan, Credit, Derivative, or Insurance Arrangement
This Agreement does not constitute, and shall not be construed as:
(a) a loan or credit agreement — no money or Digital Asset is lent to the Lessee and no debt is created in the Lessee’s name;
(b) a securities transaction, investment contract, derivative, future, option, swap, contract-for-difference, perpetual contract, or any other financial instrument — there is no leverage, no margin, no funding rate;
(c) a deposit-taking arrangement;
(d) an insurance product — the HyperHedge Fee is a structural fee allocated to risk coverage, not an insurance premium; or
(e) a partnership, joint venture, agency, or fiduciary relationship — BitLease acts as the principal counterparty. The Contract Classification descriptor does not alter this characterisation.
3.3 Economic Substance Over Legal Form
The Parties acknowledge that the economic substance of this Agreement is structured, time-bounded access to the economic value of a Digital Asset. BitLease’s retention of Formal On-Chain Ownership is a security mechanism and does not indicate that BitLease retains any economic benefit of the Asset.
3.4 Mode-Neutral Characterisation
The legal characterisation in this Article applies to both Fiat Obligation Mode and Asset Obligation Mode and to all Contract Classifications. The Obligation Mode determines only the unit in which the contractual balance is measured and does not alter the nature of the underlying Conditional Sale arrangement.
PART III: THE ASSET AND OWNERSHIP STRUCTURE
4.1 The Asset is identified in Schedule A, including asset type, quantity, and the Platform Reference Price at execution expressed in the Obligation Unit.
4.2 On the Commencement Date, BitLease acquires the Asset and secures it in MPC-secured Escrow (Fireblocks), segregated from all other assets.
4.3 The Asset held in Escrow is allocated exclusively to this Agreement and is not fungible with assets under any other agreement, BitLease operational assets, or Lessor capital.
4.4 Asset-Obligation Distinction Rule
The Asset may not be economically equivalent to the Obligation Unit of this Agreement:
(a) under Fiat Obligation Mode, the Asset may not be a stablecoin or fiat-pegged token denominated in the same fiat as the Obligation Unit (e.g., USDC may not be the Asset when Obligation = USD);
(b) under Asset Obligation Mode, the Asset may not be the same Digital Asset as the Obligation Asset;
(c) stablecoins may serve as the Asset in Asset Obligation Mode (e.g., USDC as Asset when Obligation = BTC), and a fiat-referenced unit may serve as the Asset under Fiat Obligation Mode where it references a different fiat from the Obligation Unit.
This rule preserves the substance of the LTU Contract and applies uniformly across all Contract Classifications.
4.5 Contract Classification
The Contract Classification applicable to this Agreement is derived automatically at execution from the Asset and the Obligation Unit and recorded in Schedule A, together with the Obligation Mode. It characterises the economic payoff profile of the Contract as Asset-Led, Obligation-Led, Peg, or Spread, as defined in the LTU Framework Vol. 07 Section 05.5. It is informational and educational only, is not investment advice or a representation as to outcome, and does not modify any right, obligation, fee, or settlement mechanic of this Agreement. Classification-specific risk is disclosed in the Risk Disclosure Statement — Contract Classification Addendum.
5.1 Layer 1: Economic and Beneficial Property (Granted to Lessee from Commencement Date)
From the Commencement Date, the Lessee holds full Economic and Beneficial Property of the Asset. This means:
(a) Asset appreciation — all increases in the Asset’s value relative to the Obligation Unit accrue to the Lessee as Surplus Value at Buyout;
(b) Asset depreciation — all decreases are absorbed by HyperHedge at Buyout, and the Lessee’s maximum loss is capped at the Origination Fee;
(c) Portfolio inclusion — the Asset appears in the Lessee’s portfolio with real-time performance tracking;
(d) Buyout right — the Lessee may initiate an Early Buyout at any time during the Tenor;
(e) Buyout mode election — the Lessee may elect Buyout via Obligation Unit or Buyout via Asset Retention at any time;
(f) Re-Lease right; and
(g) Surplus Value right — at Buyout, any Surplus Value belongs to the Lessee in the Obligation Unit or as residual Leased Asset.
5.2 Layer 2: Formal On-Chain Ownership (Retained by BitLease in Escrow)
BitLease retains Formal On-Chain Ownership throughout the Agreement. Unlike LTO, this ownership does not transfer to the Lessee at conclusion — it passes to the market buyer in the Buyout liquidation process. The Asset’s private keys are held in MPC custody (Fireblocks) within the LTU Wallet and are not accessible to the Lessee; the Lessee cannot transfer, sell, pledge, hypothecate, or otherwise dispose of the Asset outside the Platform; BitLease cannot use, lend, stake, rehypothecate, or deploy the Asset other than for fulfilment of this Agreement; the Asset is segregated from BitLease’s operational assets and all other clients’ assets; and at Buyout, the Asset is liquidated through the EVS mechanism and the Lessee receives the economic outcome.
5.3 Distinction from LTO
Under LTO, Formal On-Chain Ownership transfers to the Lessee upon Full Settlement. Under LTU, no such transfer occurs; the Lessee’s economic interest is realised exclusively through the Buyout settlement mechanism.
PART IV: FINANCIAL TERMS
6.1 Single Comprehensive Payment
The Lessee shall pay the Origination Fee specified in Schedule A in the Obligation Unit (or its native settlement medium) to BitLease at the time of execution. The Origination Fee is sourced from the Lessee’s Funding Wallet via Transfer-Out to the LTU Wallet at the moment of contract execution; the Leased Asset is subsequently acquired by the Provider and placed in the LTU Wallet under the two-layer ownership structure. The Origination Fee is the single, comprehensive, and final payment under this Agreement. No further payments are required during the Tenor. There is no Down Payment, no Installments, and no periodic charges.
6.2 Origination Fee Composition
The Origination Fee comprises three components, itemised in Schedule A:
(a) BitLease Fee — retained by BitLease for contract execution, system operation, and platform infrastructure;
(b) Finance Charge — compensation allocated to the Lessor capital pool for capital allocation over the Tenor; and
(c) HyperHedge Fee — allocated to the HyperHedge Pool for engineered downside coverage on the Lessee’s position.
6.3 HyperHedge Fee Segregation
The HyperHedge Fee is segregated and allocated directly to the HyperHedge Pool at contract execution. It is not commingled with BitLease operational revenue or Lessor distributions.
6.4 No Refund
The Origination Fee is non-refundable under all circumstances and all settlement scenarios, including Early Buyout, Maturity Settlement, and any termination event. This Agreement provides no cooling-off period and no right of withdrawal. The only circumstance in which the Origination Fee is returned is BitLease’s failure to execute this Agreement after receipt.
6.5 Settlement Authorisation
At execution, the Lessee provides irrevocable authorisation for BitLease to execute Maturity Settlement automatically at Tenor end via the LTU Wallet, without further Lessee action. The Lessee retains full optionality to exercise Early Buyout, override the default Maturity Settlement mode, or initiate Re-Lease at any point during the Tenor.
6.6 Wallet Architecture under this Agreement
This Agreement operates within the BitLease product-specific wallet architecture: the Funding Wallet is the Lessee’s single primary wallet for external deposits, external withdrawals, and Transfers; the LTU Wallet is the Lessee’s single LTU-dedicated wallet, structured as a container of LTU Contracts, each held as a discrete self-contained unit with its complete Leased Asset encapsulated, with the Contract (not the Asset) as the unit of accounting and operation, and with no direct external deposit or withdrawal. Payment flows: the Origination Fee moves Funding Wallet → LTU Wallet, whereupon the Provider deducts and allocates components; the Provider acquires and places the Leased Asset in the LTU Wallet; Surplus Value at Buyout moves LTU Wallet → Funding Wallet in the Obligation Unit; residual Leased Asset under Buyout via Asset Retention moves LTU Wallet → Funding Wallet; and Re-Lease Cash-Out and Roll-In flows route accordingly. The LTU Wallet is structurally distinct from any LTO Wallet; all inter-product movements route through the Funding Wallet.
7.1 All charges are specified in Schedule A and disclosed prior to execution. The Origination Fee is the only charge payable under this Agreement.
7.2 No charge not disclosed in Schedule A or the Contract Summary shall be applied to this Agreement.
7.3 If BitLease introduces a new charge applicable to active agreements, it shall not apply to this Agreement without the Lessee’s explicit written consent.
8.1 Schedule A contains:
(a) Origination Fee itemised by component;
(b) the Lease Cost Ratio (LCR), the BitLease transparency index expressing annualised total cost, distinct from APR; and
(c) Maximum Loss, capped at the Origination Fee paid at contract opening.
8.2 The Lessee acknowledges having received, reviewed, and understood the total cost information prior to execution.
9.1 The Tenor is determined by HyperHedge based on risk parameters including the Asset’s volatility profile, liquidity conditions, Obligation Mode, and HyperHedge Pool capacity, confirmed in Schedule A and fixed for the duration of this Agreement.
9.2 LTU Tenor granularity ranges from hourly to multi-month, depending on the Asset and real-time HyperHedge parameters.
9.3 The Tenor commences on the Commencement Date and concludes on the Maturity Date, unless terminated earlier through Early Buyout or Re-Lease.
PART V: SETTLEMENT MECHANICS
10.1 Buyout as Exclusive Settlement Mechanism
The Total Obligation under this Agreement is settled exclusively through Buyout. Every LTU Contract concludes through one of three Buyout events:
(a) Maturity Settlement (mandatory, automatic at Tenor end — Article 11);
(b) Early Buyout (optional, Lessee-initiated during Tenor — Article 12); or
(c) Re-Lease (Lessee-initiated extension consisting of a Maturity Settlement followed by a new contract opening — Article 13).
There are no scheduled installment payments, no partial settlements, and no payment-based contract continuity. All Buyout settlements result in Transfer-Out from the LTU Wallet to the Funding Wallet of any Surplus Value or residual Leased Asset.
10.2 Two Buyout Modes
(a) Buyout via Obligation Unit — the entire Leased Asset is liquidated, the Total Obligation is deducted, and the remaining Surplus Value is credited to the Lessee’s Funding Wallet in the Obligation Unit.
(b) Buyout via Asset Retention — only the portion of the Leased Asset necessary to cover the Total Obligation is liquidated; the remaining asset balance is transferred to the Lessee’s Funding Wallet. This is the default Maturity Settlement mode.
10.3 Contract Continuity
The following do NOT affect continuity, do NOT trigger early termination, and do NOT alter the Lessee’s exposure: changes in the Asset’s market price or Platform Reference Price, regardless of magnitude; a general market crash or bear market; decline in the Asset’s value to zero; changes in exchange rates, cross-rates, or macroeconomic conditions; and movements in the Obligation Unit itself relative to other references (under Asset Obligation Mode). There is no liquidation event triggered by price, no margin calls, and no collateral requirement.
11.1 Automatic Execution — Maturity Settlement is the automatic Buyout at the end of the Tenor: triggered automatically when the Tenor reaches zero; executed by default via Buyout via Asset Retention unless the Lessee has elected Buyout via Obligation Unit prior to Maturity; and non-cancellable.
11.2 Default Mode (Buyout via Asset Retention) — the portion of the Leased Asset required to discharge the Total Obligation is liquidated at the prevailing Platform Reference Price, and the remainder (if any) is Transferred-Out to the Funding Wallet as the Leased Asset.
11.3 Alternative Mode (Buyout via Obligation Unit) — the Lessee may elect this mode at any point during the Tenor; once elected, the entire Leased Asset is liquidated and any Surplus Value is Transferred-Out to the Funding Wallet in the Obligation Unit.
11.4 Notification System — the Platform sends mandatory notifications at T-48 hours, T-24 hours, and T-1 hour before Tenor end, each including the current Leased Asset value at the Platform Reference Price, the Total Obligation status, the expected outcome under current conditions, and available actions (Early Buyout, Re-Lease, settlement mode override). If the Lessee takes no action, Maturity Settlement executes automatically under the default mode.
11.5 Outcomes — where Asset value exceeds the Total Obligation, the Surplus belongs to the Lessee (delivered in the Obligation Unit or as residual Leased Asset); where equal, the entire Asset discharges the Obligation with no residual; where below, the entire Asset is liquidated, HyperHedge absorbs the shortfall, and the Lessee bears no additional liability beyond the Origination Fee.
11.6 Settlement Confirmation — a statement is provided within two (2) business days.
11.7 Discharge — upon completion, this Agreement is fully discharged, subject to Article 28.
12.1 Right to Early Buyout — the Lessee has the unconditional right to initiate an Early Buyout at any time during the Tenor, for any reason, not subject to BitLease’s approval, any lock-up or waiting period, and not a penalty or default event; it is irrevocable once initiated and confirmed.
12.2 Mechanism — Early Buyout follows the EVS mechanism and the Buyout pathways defined in LTO Leased Asset Framework v1.4 Section 7 (Pathway A: Asset value covers the Obligation; Pathway B: direct wallet payment; Pathway C: combined). The Lessee elects Buyout via Obligation Unit or Buyout via Asset Retention at execution.
12.3 No Refund — the Origination Fee is non-refundable upon Early Buyout.
12.4 Buyout Pricing Acknowledgment — proceeds are calculated using the Platform Reference Price, which may differ from exchange prices; such differences are not grounds for dispute.
12.5 Settlement Confirmation and Discharge — a statement is provided within two (2) business days, and upon completion this Agreement is fully discharged.
13.1 Definition — Re-Lease is the Lessee-initiated mechanism for extending an LTU position beyond its original Tenor, consisting of a Maturity Settlement of this Agreement followed immediately by a new LTU Contract at live market rates; it is equivalent to opening a new LTU Contract, with no preferential pricing.
13.2 Triggers — may be initiated at any point during the active Tenor or at Maturity Settlement; a manual action requiring explicit Lessee initiation and confirmation.
13.3 Quote-Lock System — at initiation the platform displays a Quote (new Origination Fee, Tenor, Obligation Mode parameters, Total Obligation) valid for a defined window (typically 60 seconds); the Lessee must confirm within the window, failing which the Quote expires.
13.4 Atomic Execution — upon confirmation, Maturity Settlement of this Agreement is performed and the new LTU Contract opens immediately on the locked terms.
13.5 Surplus Handling — the Lessee elects Cash-Out Mode (Surplus credited to the Funding Wallet, new Origination Fee paid separately) or Roll-In Mode (Surplus applied to the new Origination Fee, Lessee pays only the Net Origination Fee); Cash-Out applies by default.
13.6 Continuity — no limit on consecutive Re-Lease operations.
13.7 Each Re-Lease as Separate Agreement — each Re-Lease creates a new, separate LTU Service Agreement; the terms of this Agreement do not carry over, and the resulting Contract’s Classification is re-derived from its own Acquired leg and Obligation Unit.
PART VI: STRUCTURAL PROTECTIONS
14.1 Non-Recourse Principle — this Agreement is non-recourse to the Lessee; the Lessee’s maximum financial exposure is limited to the Origination Fee paid at contract opening, across both Obligation Modes and all Contract Classifications.
14.2 Maximum Loss — the Lessee’s maximum loss, in any settlement scenario, is the Origination Fee; no additional liability, margin call, or negative balance can arise.
14.3 No Negative Balance.
14.4 No Personal Guarantee — BitLease does not require and will not seek any personal guarantee, collateral or security interest in the Lessee’s other assets, pledge over the Funding Wallet balance, or recourse to the Lessee’s income, savings, or other resources beyond the Origination Fee.
14.5 Deficit Absorption — if the Asset’s value in the Obligation Unit falls below the Total Obligation at Buyout, the HyperHedge Pool absorbs the deficit in full, across both Obligation Modes and all Classifications.
15.1 Staking is excluded from LTU Contracts. The Leased Asset must remain immediately liquidatable at any point during the Tenor to support Early Buyout, Maturity Settlement, and Re-Lease; staking introduces protocol-level unbonding periods that conflict with this requirement.
15.2 This exclusion applies uniformly across all LTU Contracts and Classifications and is not subject to opt-in or override. Lessees seeking staking yields should consider LTO Contracts, where Staking Delegation is available under the LTO Service Agreement.
PART VII: CUSTODY AND ESCROW
16.1 MPC Custody — the Asset is held in Multi-Party Computation (MPC) custody provided by Fireblocks; private keys are never stored whole, and no single party, including BitLease, can unilaterally access, move, or dispose of the escrowed Asset.
16.2 Segregation — the escrowed Asset is allocated exclusively to this Agreement; segregated from BitLease’s operational assets, other clients’ assets, and Lessor capital; not available for rehypothecation, lending, staking, or any other use; and not part of BitLease’s general estate in insolvency, to the extent permitted by applicable law.
16.3 Release Conditions — the Asset is released only upon Buyout execution (liquidated through EVS within the LTU Wallet; Formal On-Chain Ownership released to the market buyer; Surplus Transferred-Out to the Funding Wallet), Re-Lease execution, or a court order or regulatory direction; no other release mechanism exists.
16.4 No Ownership Transfer to Lessee — unlike LTO, this Agreement does not transfer Formal On-Chain Ownership to the Lessee; at Buyout the Asset is liquidated and the economic outcome is delivered via Transfer-Out to the Funding Wallet.
PART VIII: PLATFORM REFERENCE PRICING
17.1 All financial calculations under this Agreement — contract execution, Origination Fee composition, Total Obligation, Maturity Settlement, Early Buyout, and Re-Lease Quote pricing — are based on the Platform Reference Price in the Obligation Unit.
17.2 The Platform Reference Price is determined by BitLease’s proprietary pricing methodology, which aggregates data from institutional sources and incorporates execution spreads, timing differences, and liquidity adjustments; under Asset Obligation Mode it expresses the Asset in units of the Obligation Asset, and under Fiat Obligation Mode in the fiat Obligation Unit.
17.3 The Platform Reference Price may differ, at times materially, from spot prices on digital asset exchanges or cross-rates implied by external markets; BitLease does not operate an order book and does not engage in price discovery.
17.4 By executing this Agreement, the Lessee accepts the Platform Reference Pricing methodology.
17.5 Differences between the Platform Reference Price and external prices, including cross-rate differences under Asset Obligation Mode, are not grounds for dispute, adjustment, refund, or modification.
PART IX: DIRECT COUNTERPARTY STRUCTURE
18.1 BitLease, as Provider, is the sole counterparty to the Lessee under this Agreement, across both Obligation Modes; it intermediates between Lessors and the Lessee and absorbs the risks of this Agreement on its own balance sheet through the HyperHedge solvency framework.
18.2 The Lessee has no contractual, financial, informational, or other relationship with any Lessor; the Lessee’s sole counterparty is BitLease.
18.3 As Provider, BitLease assumes full responsibility for underwriting and executing this Agreement in the declared Obligation Mode; maintaining the Asset in Escrow for the Tenor; processing Maturity Settlement automatically at Tenor end; facilitating Early Buyout and Re-Lease at the Lessee’s request; returning Surplus Value where applicable in the Obligation Unit; and maintaining solvency through HyperHedge across all active LTU and LTO Contracts.
18.4 The Lessee is insulated from all Lessor-side risks, including Lessor default, withdrawal, insolvency, and any dispute between BitLease and any Lessor.
PART X: GENERAL PROVISIONS
The Lessee shall not:
(a) use this Agreement or the Buyout mechanism to exploit pricing differences between the Platform Reference Price and external exchange prices, or cross-rate differences between the Obligation Unit and other references, for speculative gain;
(b) systematically open and immediately exit LTU Contracts, in either Obligation Mode, for purposes unrelated to genuine economic access;
(c) provide false, misleading, or incomplete information to BitLease; or
(d) breach any provision of the Terms of Service, Privacy Policy, or applicable law.
20.1 Lessee Representations — the Lessee represents and warrants that:
(a) all information provided during registration and verification is true, accurate, and complete;
(b) the Lessee is not a US person and is not located in a Restricted Jurisdiction;
(c) the funds and Digital Assets used for the Origination Fee are from legitimate sources;
(d) the Lessee has read and understood the Contract Summary, LTU Risk Disclosure Statement (including the Contract Classification Addendum), Terms of Service, and this Agreement, including the implications of the selected Obligation Mode and Contract Classification;
(e) the Lessee has the financial capacity to bear the loss of the Origination Fee in adverse market scenarios;
(f) the Lessee is acting on their own behalf;
(g) the Lessee understands that LTU does not result in ownership transfer of the Leased Asset, and that the maximum economic outcome is the receipt of Surplus Value or residual Leased Asset under Buyout via Asset Retention; and
(h) the Lessee is not entering into this Agreement for money laundering, terrorist financing, or any illegal purpose.
20.2 BitLease Representations — BitLease represents and warrants that it has corporate authority to enter into this Agreement in either Obligation Mode; will acquire and secure the Asset in Escrow upon receipt of the Origination Fee; will maintain the Asset in segregated MPC custody for the Tenor; will not use, lend, stake, rehypothecate, or otherwise deploy the Asset contrary to this Agreement; will execute Maturity Settlement automatically at Tenor end; will return Surplus Value where applicable in the Obligation Unit; and will operate the HyperHedge solvency program in accordance with its published parameters across all active LTU Contracts regardless of Obligation Mode.
21.1 The limitation of liability provisions in the Terms of Service apply to this Agreement.
21.2 Notwithstanding any limitation, BitLease’s liability is NOT excluded for:
(a) failure to execute Maturity Settlement at Tenor end;
(b) failure to return Surplus Value owed to the Lessee in the Obligation Unit;
(c) fraud or fraudulent misrepresentation;
(d) wilful misconduct or gross negligence; or
(e) any liability that cannot be excluded under ADGM law.
22.1 This Agreement is governed by the laws of Abu Dhabi Global Market (ADGM).
22.2 Disputes are resolved under the dispute resolution provisions of the Terms of Service: good faith negotiation for 30 days, then binding arbitration at the ADGM Arbitration Centre. Seat: Abu Dhabi. Language: English.
22.3 Nothing in this Agreement prevents the Lessee from submitting complaints through a regulatory ombudsman or ADR schemes available in their jurisdiction.
All notices under this Agreement shall be in writing, delivered via Platform notification, email to the registered email address, or, for formal legal notices, legal@bitlease.com (to BitLease) or the Lessee’s registered email address.
24.1 The Lessee may not assign or transfer any rights or obligations under this Agreement without BitLease’s prior written consent.
24.2 BitLease may assign its rights and obligations to a successor entity, including within the 49G Holding group, with thirty (30) days written notice, provided the assignee assumes all of BitLease’s obligations.
If any provision of this Agreement is found invalid or unenforceable, it shall be modified to the minimum extent necessary; all remaining provisions continue in full force.
This Agreement, including all Schedules, together with the Terms of Service, Privacy Policy, LTU Risk Disclosure Statement (including the Contract Classification Addendum), and LTU Framework Vol. 07, constitutes the entire agreement between the Parties on the subject matter herein and supersedes all prior agreements, representations, and understandings.
This Agreement may be amended only by written agreement signed by both Parties. The Obligation Mode declared in Schedule A is fixed for the term of this Agreement and may not be amended; the Contract Classification, being derived from the Obligation Mode and the Acquired leg, is likewise fixed for the term. Terms of Service amendments apply as described therein.
The following provisions survive termination or discharge: Article 3 (Legal Characterisation), Article 4.4 (Asset-Obligation Distinction Rule), Article 6.4 (No Refund), Article 14 (Non-Recourse and Maximum Loss), Article 17 (Pricing), Article 21 (Limitation of Liability), Article 22 (Governing Law), and any provisions that by their nature should survive.
SCHEDULES
| Item | Detail |
|---|---|
| Contract Reference | LTU-[AUTO-GENERATED] |
| LTU Wallet ID / Funding Wallet ID | [Lessee’s IDs] |
| Referenced Document Versions | LTU Service Agreement v1.3; LTU Framework Vol. 07; LTO Leased Asset Framework v1.4; Institutional Product Framework Vol. 03; Terms of Service v[X]; Fee Schedule v[X] |
| Obligation Mode | [Fiat Obligation Mode / Asset Obligation Mode] |
| Acquired Leg (Leased Asset) | [e.g., BTC / 200,000 USDC] |
| Obligation Unit | [e.g., USD (settled in USDC) / BTC] |
| Contract Classification | [Asset-Led / Obligation-Led / Peg / Spread — auto-derived] |
| Asset Quantity | [e.g., 1.0 BTC] |
| Platform Reference Price at Execution | [e.g., 100,000.00 USD per BTC] |
| Total Obligation | [e.g., 100,000.00 USD] |
| Tenor | [e.g., 30 days — determined by HyperHedge] |
| Commencement Date / Maturity Date | [Dates] |
| Default Maturity Settlement Mode | Buyout via Asset Retention |
| Settlement Medium | [e.g., USDC under Fiat Obligation Mode; native BTC under Asset Obligation Mode] |
| BitLease Fee / Finance Charge / HyperHedge Fee | [itemised, % and absolute in Obligation Unit] |
| Total Origination Fee | [e.g., 1,500.00 in Obligation Unit] |
| Lease Cost Ratio (LCR) | [e.g., 18.25% — BitLease transparency index, not an APR] |
| Refund Policy | No Refund — see Article 6.4 |
| Maximum Loss | Capped at Origination Fee |
The following illustrates Lessee outcomes at Maturity Settlement under various Asset price scenarios. All amounts in the Obligation Unit. The Origination Fee is paid separately, is non-refundable, and is the Lessee’s maximum loss; no additional liability can arise.
| Asset Value at Maturity | Buyout Mode | Lessee Receives |
|---|---|---|
| Above Total Obligation | Asset Retention (default) | Residual Leased Asset |
| Above Total Obligation | Obligation Unit | Surplus in Obligation Unit |
| Equal to Total Obligation | Either mode | Nothing (no Surplus) |
| Below Total Obligation | Either mode | Nothing; HyperHedge absorbs the deficit |
In all scenarios, the Origination Fee is non-refundable and is the Lessee’s maximum loss. No additional liability can arise.
By executing this Agreement, the Lessee confirms: