Welcome to Luminium Coin!

Luminium Coin is a digital asset platform operated by and proprietary to Luminium Coin, LLC. You agree and understand that by signing up to Luminium Coin and opening an account, you enter into this user agreement (the “User Agreement”) between you and Luminium Coin LLC.

Carefully read this agreement, this agreement governs the relationship between “you” the purchaser and “us” Luminium Coin, LLC. You will be legally bound by its terms and conditions. We reserve the right to change the terms and conditions as needed, without notification. Our terms and conditions can be printed for record keeping.

© 2021 by Luminium Coin, LLC. All rights reserved.

Luminium Coin Purchase Agreement

This Agreement governs the terms and conditions of the purchase of Luminium Coins by the Purchaser from the Company. This Agreement shall govern both the initial purchase of Luminium Coins by the Purchaser from the Company and any subsequent purchase of Luminium Coins by the Purchaser from the Company provided, however, the Company reserves the right to amend the terms and conditions of the Luminium Coin Purchase Agreement with respect to subsequent purchases of Luminium Coins and to condition any subsequent purchase of Luminium Coins on Purchaser execution of the revised Luminium Coin Purchase Agreement.

Risk Factors

Purchasers of Luminium Coins should be aware that purchase of Luminium Coins involves substantial risk. Those risks include:

1. PRICE RISK

The dollar price of the aluminum underlying Luminium Coins represents a risk to any dollar- based coin holder. Buying any commodity that could potentially go down in price creates the possibility of incurring losses should the commodity decline in price and need to be sold for any reason.

2. PRICE SPREAD RISK

All Luminium Coins will be convertible into the underlying commodity at a rate of 1-to-1 as fully described in this Agreement. Should the market price of the Luminium Coin deviate from the market price of the underlying commodity this would present an arbitrage opportunity that in an efficient market should not exist for long periods. However, markets have in the past, and potentially could in the future, remain in a state of inefficiency for an extended period and the price differential between Luminium Coins and the price of the underlying Aluminum could become large and persist for a long period. During such time, the price of the Coin may differ from the price of the underlying aluminium, presenting a risk to the Luminium Coin investor. This will be particularly likely until a robust secondary market develops for Luminium Coins. There is no such secondary market today and such a secondary market may never develop.

3. LIQUIDITY RISK

In much the same way that an inefficient market can cause Coin prices to deviate from the price of the underlying, similar inefficiencies can cause imbalances in demand that make exiting Luminium Coin positions difficult and costly. This will be particularly likely until a robust secondary market develops for Luminium Coins. There is no such secondary market today and such a secondary market may never develop.

4. TRADE RESOLUTION RISK

Luminium Coin investors will not be subject to the credit risk of the Company. The underlying physical aluminum is held in trust for the benefit of Coin investors. However, in the event of Company financial distress, insolvency or bankruptcy, Coin holders (especially ordinary individual investors) may become owners of physical aluminum held in trust for their benefit, and lacking the capacity to maintain this ownership of physical aluminum for any extended period of time, may find themselves having to sell aluminum inventory at a discount and incur costs associated with the sale of the physical aluminum.

5. REGULATORY RISK

The regulatory stance of various major U.S. regulators with respect to Luminium Coin remains uncertain. The Commodity Futures Trading Commission, the Securities and Exchange Commission, the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department, the Internal Revenue Service, the National Futures Association, and the Financial Industry Regulatory Authority, among others, could impose requirements and costs on the Company and Luminium Coin holders that would have a substantial adverse impact on the Company and the value of Luminium Coins.

6. TAXATION

The Company makes no warranties or representations whatsoever regarding tax matters. Luminium Coin holders should understand the tax implications of Luminium Coin ownership and should consult with a tax advisor before acquiring Luminium Coins. Tax laws vary by jurisdiction and the taxation of Luminium Coin transactions will vary depending on the residency or domicile of the coin holder and other individual circumstances. Nevertheless, potential Luminium Coin holders should consider, at a minimum, the federal, state and local income tax consequences (including long-term or short-term capital gains taxes upon the sale, redemption, conversion or other disposition of Luminium Coin and the tax on ordinary income), the state and the local personal property tax consequences of acquiring Luminium Coins and the local, state and federal inheritance or estate and gift tax consequences of acquiring Luminium Coins. If a foreign resident, potential Luminium Coin holders should consider, at a minimum, the income tax, property tax, value added tax, transactions tax, wealth tax or inheritance, estate or gift tax consequences of acquiring Luminium Coins.

The Company has certain legal tax reporting obligations with which it will comply. This means that in certain circumstances, the Company may report to tax authorities with respect to transactions involving the sale, redemption, conversion, or other disposition of Luminium Coins.

BY EXECUTING THIS AGREEMENT, PURCHASERS ARE INDICATING THAT THEY UNDERSTAND AND ACKNOWLEDGE THESE RISKS.

Preamble

Whereas, a Luminium Coin is an aluminum-backed digital token issued by the Company in accordance with this Agreement;

Whereas, Luminium Coins can be freely bought or sold by a Luminium Coin holder who is registered with the Company, as well as freely transferred between registered Luminium Coin holders;

Whereas, each Luminium Coin represents aluminum ownership, equivalent to one Kilogram of P1020A aluminum deliverable in the U.S.;

Whereas, Luminium Coins can be exchanged into physical metal, at the election of the Luminium Coin holder, from any of the products held in reserve at the published conversion rate of Luminium Coins;

Therefore, the Parties enter into this Agreement.

Article I Definitions

1.01. The Company. “The Company” means Luminium Coin, LLC, a Florida limited liability company. Luminium Coin, LLC is a wholly-owned subsidiary of Metal Convertibility, LLC, a Florida limited liability company.

1.02. Luminium Coin(s). “Luminium Coin(s)” means the aluminum-backed digital tokens issued by the Company in accordance with Article II of this Agreement.

1.03. Aluminum Reserve Trust. “Aluminum Reserve Trust” means the reserve of physical aluminum held in trust for the benefit of Luminium Coin holders in accordance with Article III of this Agreement.

1.04. Coin Redemption. “Coin Redemption” means the purchase of outstanding Luminium Coins by the Company from the Purchaser in accordance with Article IV of this Agreement.

1.05. Coin Conversion. “Coin Conversion” means the conversion of outstanding Luminium Coins by the Purchaser into physical aluminum in accordance with Article V of this Agreement.

1.06. Luminium Coin Price. “Luminium Coin Price” means the price of Luminium Coins as determined in accordance with section 2.02.

1.07. Ordinary Business Day. “Ordinary Business Day” means a Monday, Tuesday, Wednesday, Thursday or Friday that is not a United State government federal holiday and on which the London Metal Exchange is open for business.

Article II Luminium Coin

2.01. Luminium Coin Description. Each Luminium Coin is an aluminum-backed digital asset token issued by the Company that entitles the holder to a fractional interest in the Aluminum Reserve Trust such that the fractional interest is equal to the percentage that is one Luminium Coin token divided by the number of Luminium Coin tokens outstanding, subject to the terms and conditions of this Agreement.

2.02. Luminium Coin Price. The Luminium Coin price for transactions between coin holders, whether effected using a bona fide exchange, on-line marketplace or secondary marketplace or effected otherwise shall be determined by mutual agreement of the parties to the transaction and with no participation by the Company in establishing the Luminium Coin price. Any such transfer between coin holders, however, are subject to the restrictions imposed by section 2.05.

The Luminium Coin price for purposes of Article IV of this Agreement (relating to newly issued coins and coin redemptions) shall be the price of one kilogram of P1020 aluminum deliverable in the U.S. This price shall be calculated by adding the London Metal Exchange (LME) Cash Price of aluminum and the Platts Aluminum Midwest U.S. Transaction Premium (arithmetically adjusted to apply to kilograms, since LME prices are quoted in metric tons and the Platts MW Premium is quoted in pounds). Coin prices published on the Company web site from 10 a.m. to 4 p.m. Eastern Standard Time are valid on Ordinary Business Days (within the meaning of section 1.07).

2.03. Rights of Luminium Coin Holders; Rights not Held by Luminium Coin Holders.

(a) Rights Held. Subject to the terms and conditions of this Agreement, the rights of Luminium Coin holders include the right to:

(1) hold the Luminium Coin indefinitely;
(2) redeem the Luminium Coin in accordance with Article IV;
(3) convert the Luminium Coin to physical aluminum in accordance with Article V;
(4) sell or transfer the Luminium Coin to another holder, subject to the restrictions and conditions imposed by section 2.05.

(b) Rights Not Held. Luminium Coin holders do not have any rights to the earnings, profits or gains of any enterprise, including those of the Company. Luminium Coin holders do not have any rights to vote the ownership interest of any enterprise, including those of the Company.

Luminium Coin holders have no interest of any kind in any common enterprise, including the Company.

2.04. Evidence of Luminium Coin Ownership. The Company shall provide the purchaser with an electronic certificate or other evidence of ownership of Luminium Coin(s) upon title passage to the Purchaser (within the meaning of section 12.09).

2.05. Transferability of Luminium Coins to Third Parties; Secondary Markets. It is the intention of the Company to establish a robust secondary market for Luminium Coins. There is, however, absolutely no guarantee that the Company will be successful in establishing such a market or that such a secondary market will develop. Both the Purchaser and the Company acknowledge that the regulatory status of, and regulatory requirements relating to, commodity-backed digital asset tokens is highly uncertain as of the date of this Agreement. Accordingly, no Luminium Coin may be transferred to a third party without the prior written permission of the Company. Such permission may not be unreasonably withheld but may be withheld:

(1) to comply with, or avoid regulatory risk relating to, Commodity Futures Trading Commission (CFTC) requirements under the Commodity Exchange Act and the regulations thereunder, including but not limited to, potentially regulatory requirements governing Commodity Pool Operators, Commodity Trading Advisors, Futures Commission Merchants, Introducing Brokers, Designated Contract Markets and Derivatives Clearing Organizations;

(2) to comply with, or avoid regulatory risk relating to, Securities and Exchange Commission (SEC) requirements regarding (a) the registration of securities, (b) restricted securities, (c) either the Company or the Purchaser being deemed an underwriter, (d) broker-dealers, or (e) any relevant provision of the Securities Act, Securities Exchange Act, Investment Company Act or the Investment Advisers Act or the regulations thereunder;

(3) to comply with, or avoid regulatory risk relating to, the anti-money laundering (AML), counter-terrorism financing (CFT), know-your-customer (KYC) and Bank Secrecy Act requirements administered by the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department including but not limited to the rules governing Money Services Businesses;

(4) to comply with, or avoid regulatory risk relating to, Internal Revenue Service requirements, including but not limited to those relating to information reporting;

(5) to comply with, or avoid regulatory risk relating to, the regulatory requirements of any potentially relevant self-regulatory organization, including but not limited to, the National Futures Association (NFA), the Financial Industry Regulatory Authority (FINRA) and the rules of any potential exchange or secondary market providing a secondary market for Luminium Coins;

(6) to avoid any unlawful activity or cause the Company to be engaged in any unlawful activity;

(7) to prevent either the Company or the Purchaser from conducting business with a person who is a resident of or acting on behalf of any country or territory in or with which United States businesses are prohibited from doing business, including countries or jurisdictions subject to United States sanctions program that would prohibit such a person from holding Luminium Coins;

(8) to prevent either the Company or the Purchaser from conducting business with a person who is named on any relevant list, including, without limitation, the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control (OFAC) of the U.S. Treasury Department, as such relevant list(s) may be amended from time to time;

(9) to comply with, or avoid regulatory risk relating to, any other regulatory requirements of any other state or federal government agency.

Article III Aluminum Reserve Trust

3.01. Establishment of Trust. The Company shall cause to be established an Aluminum Reserve Trust for purposes of holding the physical aluminum to which each Luminium Coin digital asset token holder holds a fractional interest.

3.02. Trustee Appointment. The Company shall appoint either a Corporate Trustee or three or more natural persons as Trustees.

3.03. Nature of Aluminum Reserve. The Aluminum Reserve shall be composed of physical aluminum and United States dollars. The Aluminum Reserve Trust shall hold physical aluminum in a warehouse or warehouses in the United States. The Aluminum held shall be P1020 aluminum, another primary aluminum or any aluminum alloy or product that can reasonably be defined as an aluminum product. The Reserve, by value, shall be at least 95 percent physical aluminum with the remainder being United States dollars.

3.04. Duties and Powers of Trustee. The Trustee shall have a fiduciary duty towards the holders of Luminium Coins. The Trustee shall timely provide such information to the Company as the Company shall from time to time request relating to (1) the operation of the Aluminum Reserve Trust, and (2) the storage and security of the physical aluminum held by the Aluminum Reserve Trust and an accounting, at least weekly, of (1) the amount, type and location of physical aluminum held, and (2) the amount of United States dollars held and the financial institution where they are held. The Trustee shall operate the Aluminum Reserve Trust and store its physical aluminum in compliance with industry best practices.

3.05. Trust to Surrender Physical Metal in Exchange for Delivery of Luminium Coin. In the event of a Conversion in accordance with Article V, the Trust shall surrender the physical aluminum to the Luminium Coin holder in the manner and form specified by the Company and within the time specified by the Company.

3.06. Company to Pay Trust Expenses. The Company shall timely pay the administrative and operational expenses incurred by the Trustee in the operation of the Aluminum Reserve Trust. The Trustee shall provide an accounting of these expenses to the Company.

3.07. Mandatory Redemption or Conversion. In the event of dissolution, liquidation or bankruptcy of the Company, the Company and the Aluminum Reserve Trust shall have the right to (1) redeem the Luminium Coin (within the meaning of Article IV) or (2) convert the Luminium Coin to physical aluminum (within the meaning of Article V). In the event that the Company and the Aluminum Reserve Trust disagree regarding how to proceed, the election of the Aluminum Reserve Trust shall control. Purchaser agrees to undertake whatever actions are necessary to effect this section.

3.08. Audit or Review. At any time, the Company may require the Trustee to undergo an audit or review of Aluminum Reserve Trust financial statements and of the Aluminum Reserve Trust physical aluminum holdings.

Article IV
Newly Issued Coins and Coin Redemption

4.01 Newly Issued Coin Sales. Subject to the title passage requirements of section 12.09 and other provisions of this Agreement, the Company shall sell newly issued Luminium Coin at a price that is 101 percent of the Luminium Coin Price (as determined by section 2.02).

4.02 Redemptions. A Luminium Coin holder may redeem Luminium Coin by giving Notice to the Company of the holder’s intent to do so in the form and manner specified by the Company from time to time and the Company shall buy said Luminium Coin from the holder at a price that is 99 percent of the Luminium Coin Price (as determined by section 2.02). The Company may elect to render this section 4.02 inoperative and null and void upon the earlier of (1) the listing or provision of trading of Luminium Coin on a bona fide exchange, on-line marketplace or secondary marketplace or (2) December 31, 2031 provided, however, that the Company may not so elect prior to December 31, 2024. Any Luminium Coin redeemed by the Company pursuant to this section may be, at the Company’s election, either (1) extinguished and cancelled, (2) held by the Company or (3) resold by the Company.

4.03. Delay in Settlement Date in Certain Single Holder Transactions. The Company reserves the right in the case of a large redemption transaction to delay the settlement date for a redemption transaction and payment for said transaction until physical metal held by the Aluminum Reserve Trust is sold. For purposes of this section, a large transaction means a transaction that involves more than one percent of the Luminium Coins outstanding. The delay in the settlement date shall not exceed 10 business days.

4.04. Delay in Settlement Date in Certain Aggregated Holder Transactions Amounting to Very Large Transactions. The Company reserves the right to delay the settlement date for a redemption transaction and payment for said transaction until physical metal held by the

Aluminum Reserve Trust is sold if said transaction is part of a series of redemption of transactions by more than one Luminium Coin holder during any ten day or less Ordinary Business Day period that in the aggregate amounts to a Very Large Transaction. For purposes of this section, a Very Large Transaction means a series of transactions by more than one Luminium Coin holder during any ten day or less Ordinary Business Day period that in the aggregate amounts that involves more than three percent of the Luminium Coins outstanding. The delay in the settlement date shall not exceed 20 business days.

4.05. Delay in Settlement Date in the Event of Very Large Luminium Coin Price Movements. The Company reserves the right in the case of a Very Large Coin Price Movement to delay the settlement date for a redemption transaction and payment for said transaction until physical metal held by the Aluminum Reserve Trust is sold. For purposes of this section, a Very Large Coin Price Movement means a movement in the Luminium Coin Price, upwards or downwards, during any ten day or less Ordinary Business Day period of ten percent or more. The delay in the settlement date shall not exceed 5 business days.

Article V
Coin Conversion to Physical Aluminum

5.01. Conversion. A Luminium Coin holder may convert their Luminium Coin into physical aluminum by giving Notice to the Company of their intent to do so in the form and manner specified by the Company from time to time.

5.02. Delivery. Delivery of the physical aluminum shall be FOB an Aluminum Reserve Trust warehouse. Delivery shall occur within 60 days of Notice required by section 5.01.

5.03. Type of Aluminum Delivered. The type of aluminum delivered shall be P1020A-grade aluminum, another primary aluminum or any aluminum alloy or product that can reasonably be defined as an aluminum product. For aluminum that is not P1020 aluminum, adjustments will be made in the amount of physical aluminum delivered to reflect the price difference in the other products compared to the “U.S. Transaction Aluminum Price.” For purposes of this section U.S. “Transaction Aluminum Price” means the London Metal Exchange (LME) Cash Price of aluminum and the Platts Aluminum Midwest U.S. Transaction Premium (arithmetically adjusted to apply to kilograms or pounds, since LME prices are quoted in metric tons and the Platts MW Premium is quoted in pounds). The Luminium Coin-denominated conversion rates of all aluminum products held in trust will be regularly published by the Company on its website.

Article VI Fees

6.01. Daily Sweep Fee. A daily storage and administration fee of one-hundredth of one percent shall be charged to each Luminium Coin holder on each calendar day. This fee, payable in Luminium Coin, will be automatically deducted on each calendar day from each Luminium Coin holder’s token wallet.

Article VII Regulatory Compliance

7.01 Initial Regulatory Compliance. As a condition precedent to title to Luminium Coins passing to the Purchaser (within the meaning of section 12.09), Purchaser agrees to provide the Company with any information that it seeks from the Purchaser for purposes of:

(1) complying with, or avoiding regulatory risk relating to, Commodity Futures Trading Commission (CFTC) requirements under the Commodity Exchange Act and the regulations thereunder, including but not limited to, potentially regulatory requirements governing Commodity Pool Operators, Commodity Trading Advisors, Futures Commission Merchants, Introducing Brokers, Designated Contract Markets and Derivatives Clearing Organizations;

(2) complying with, or avoiding regulatory risk relating to, Securities and Exchange Commission (SEC) requirements regarding (a) the registration of securities, (b) restricted securities, (c) either the Company or the Purchaser being deemed an underwriter, (d) broker-dealers, or (e) any relevant provision of the Securities Act, Securities Exchange Act, Investment Company Act or the Investment Advisers Act or the regulations thereunder;

(3) complying with, or avoiding regulatory risk relating to, the anti-money laundering (AML), counter-terrorism financing (CFT), know-your-customer (KYC) requirements and Bank Secrecy Act requirements administered by the Financial Crimes Enforcement Network (FinCEN) of the U.S. Treasury Department including but not limited to the rules governing Money Services Businesses;

(4) complying with, or avoiding regulatory risk relating to, Internal Revenue Service requirements, including but not limited to those relating to information reporting;

(5) complying with, or avoiding regulatory risk relating to, the regulatory requirements of any potentially relevant self-regulatory organization, including but not limited to, the National Futures Association (NFA), the Financial Industry Regulatory Authority (FINRA) and the rules of any potential exchange or secondary market providing a secondary market for Luminium Coins;

(6) avoiding any unlawful activity or causing the Company to be engaged in any unlawful activity;

(7) preventing either the Company or the Purchaser from conducting business with a person who is a resident of or acting on behalf of any country or territory in or with which United States businesses are prohibited from doing business, including countries or jurisdictions subject to United States sanctions program that would prohibit such a person from holding Luminium Coins;

(8) preventing either the Company or the Purchaser from conducting business with a person who is named on any relevant list, including, without limitation, the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control (OFAC) of the U.S. Treasury Department, as such relevant list(s) may be amended from time to time;

(9) complying with, or avoiding regulatory risk relating to, any other regulatory requirements of any other state or federal government agency.

7.02. Subsequent Regulatory Compliance. Purchaser agrees to timely provide the Company with any information that it seeks from the Purchaser or take such other action on a timely basis as is necessary for purposes of regulatory or legal compliance with the rules, regulations or requirements of any governmental or applicable self-regulatory organization.

Article VIII
Transparency Obligations of the Company

8.01. Price. The Company shall have the obligation to publish at least once each Ordinary Business Day an updated price for the Luminium Coin.

8.02. Location of Warehouses. The Company shall disclose the city and state where the Aluminum Reserve Trust warehouses are located.

8.03. Audits and Reviews. The Company shall have the obligation to provide access to all Luminium Coin holders the results of any audit or review of Aluminum Reserve Trust financial statements and of the Aluminum Reserve Trust physical aluminum holdings.

8.04 Aluminum Product Conversion Rates. The Luminium Coin-denominated conversion rates of all aluminum products held in trust will be regularly published by the Company on its website.

Article IX
Record-Keeping Obligations of the Company

9.01. Holders of Record. The Company shall maintain an accurate ledger of holders of Luminium Coins that indicates the name and address of the holder and the amount of Luminium Coins held. An accurate backup copy of this record shall also be maintained in a location other than the offices of the Company.

9.02. Aluminum Reserve Trust Physical Aluminum Holdings. The Company shall require the Trustee of the Aluminum Reserve Trust to maintain accurate records as the holdings of physical aluminum by the Aluminum Reserve Trust.

9.03. Aluminum Reserve Trust Financial Statements. The Company shall require the Trustee of the Aluminum Reserve Trust to maintain accurate financial statements for Aluminum Reserve Trust, maintained in accordance with Generally Accepted Accounting Practices for private companies.

Article X
Electronic Signature and Communication

Unless not permitted for regulatory compliance purposes or this Agreement explicitly provides otherwise (including but not limited to section 11.01), the parties agree to conduct transactions and other business by electronic means and agree to be contractually bound by electronic signatures. The parties agree to be bound by the Uniform Electronic Transaction Act in Florida as amended from time to time (Title XXXIX, Chapter 668, Section 668.50, Florida Statutes), the Electronic Signature Act in Florida as amended from time to time (Title XXXIX, Chapter 668, Section 668.001 et seq., Florida Statutes) and the Electronic Signatures in Global and National Commerce Act as amended from time to time (15 U.S. Code §7001 et seq.].

Article XI Other Matters

11.01. Notices. All notices, payments, demands and communications required or permitted by this Agreement to the Purchaser shall be deemed to have been given for all purposes if delivered personally to the Purchaser or if sent by United States mail, postage prepaid to the address of record of the Purchaser. Any notice shall be deemed to have been given on the day of personal delivery to the Purchaser or three days after it was mailed. Personal delivery shall be deemed made if delivered to the address of record by a bona fide commercial overnight delivery service. Each Purchaser hereby agrees to provide current, correct and updated addresses to the Company to which the Company can send notices. The Purchaser may elect for electronic notice if the Company provides for such Notice.

Notices to the Company or other correspondence contemplated by this Agreement shall be provided by certified mail or by a bona fide commercial overnight delivery service to:

Manager
Luminium Coin, LLC
8600 NW 17th Street, Suite 202 Miami, FL 33126

The Company shall give notice to all Luminium Coin holders if its Notice address changes.

11.02. Section Captions and Pronouns. All captions contained in this Agreement are for reference only and are in no way intended to describe, define, interpret or limit the scope, extent or intent of any part of this Agreement. The pronouns he, she and it should be read as interchangeable if the context so requires.

11.03. Severability. Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement is unlawful or otherwise invalid, the illegality, inconsistency or invalidity shall not affect the validity of the remainder of the Agreement.

11.04. Governing Law. This Agreement shall be governed by the laws of the State of Florida.

11.05. Arbitration. Any controversy or controversies or claim(s) arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Streamlined Three Panel Arbitration Rules (‘Option 1’ or its nearest equivalent should that option no longer exist).

11.06. Submission to Jurisdiction. Subject to section 11.05, the parties hereby agree that any suit, action, or proceeding based on any matter arising out of or in connection with this Agreement or, arising out of or in connection with Luminium Coins shall be brought in the State of Florida, or, in the case of issues relating to federal jurisdiction, in the United States District Court, Southern District of Florida. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action, or proceeding.

11.07. Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy that may arise under this agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this agreement or the transactions contemplated hereby.

11.08. Parties in Interest. This Agreement shall be binding upon and inure to the benefit of successors and assigns of the parties.

11.09. Integrated Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter, and there are no agreements, understandings, representations, restrictions or warranties among the parties other than those set forth in this Agreement with respect to the subject matter of this Agreement.

11.10. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties hereto (and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns) and nothing herein, express or implied, is intended to or shall confer upon any other person, including any creditor of the Company, any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 The online purchase of Luminium Coins is capped at 25,000 coins per day. Any large purchases must be executed verbally with a representative of Luminium Coin, LLC.