Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly o

Section 1.2 — Rules of Construction In this Agreement, unless the context otherwise requires: (a) The headings of the articles, sections, and subsections herein are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. (b) Words importing the singular include the plural and vice versa, and words importing any gender include all genders. (c) The words "hereof,

ARTICLE 2: PURCHASE AND SALE OF NOTES

Section 2.1 — Authorization; Issuance of Notes The Company has duly authorized the issuance and sale of Notes in the aggregate principal amount of up to Sixty Million Dollars ($60,000,000). Each Note shall be substantially in the form attached hereto as Exhibit A and shall be duly executed by an authorized officer of the Company. The Notes shall bear simple interest at a rate of six percent (6.00%) per annum (600 bas

Section 2.2 — Purchase and Sale (a) Initial Closing. The initial closing of the purchase and sale of the Notes (the "Initial Closing") took place on January 15, 2024 (the "Initial Closing Date") at the offices of Calderwood & Harkness LLP, 600 Lexington Avenue, New York, New York 10022, or remotely via the exchange of executed documents and wire transfer of funds. At the Initial Closing, the Company issued and sold,

Section 2.3 — Escrow All purchase price amounts payable by the Purchasers at the Initial Closing and at each Subsequent Closing shall be deposited by wire transfer of immediately available funds with Granite Trust Company, N.A. (the "Escrow Agent") into Escrow Account No. 4401-7829-SBF (the "Escrow Account") maintained at the Escrow Agent's offices. The Escrow Agent shall hold all such funds in escrow and shall relea

Section 2.4 — Use of Proceeds The Company shall use the net proceeds from the sale of the Notes for general corporate purposes, including working capital, product development (including continued development of the Company's cloud-based payments orchestration and embedded lending platform), sales and marketing, and other operating expenses in the ordinary course of business. Without limiting the foregoing, the Compan

Section 2.5 — Schedule of Purchasers Schedule 1 attached hereto sets forth each Purchaser's name, address, aggregate commitment amount, percentage of the total offering, applicable Closing(s), and wire transfer instructions. The information set forth on Schedule 1 may be updated from time to time by the Company with the consent of the Lead Investor to reflect Subsequent Closings, the execution and delivery of Joinder

Section 3.1 — Interest The Notes shall bear simple interest on the outstanding principal amount thereof at a rate of six percent (6.00%) per annum (600 basis points). Interest shall be computed on the basis of a three hundred sixty-five (365)-day year and the actual number of days elapsed. Interest shall accrue on each Note from and including the applicable Closing Date on which such Note is issued and shall continue

Section 3.2 — Maturity Unless earlier converted or repaid in accordance with the terms hereof and the Notes, all outstanding principal and all accrued and unpaid interest under the Notes shall be due and payable in full on the Maturity Date, which is January 15, 2026 (twenty-four (24) months following the Initial Closing Date). If the Maturity Date falls on a day that is not a Business Day, then payment shall be due

Section 3.3 — Automatic Conversion upon Qualified Financing (a) Upon the closing of a Qualified Financing (an equity financing in which the Company raises aggregate gross cash proceeds of at least Eighty Million Dollars ($80,000,000) from the issuance and sale of shares of preferred stock, excluding amounts received from the conversion of the Notes and any other convertible securities), all outstanding principal and

Section 3.4 — Optional Conversion at Maturity If no Qualified Financing has occurred on or before the Maturity Date, each Holder shall have the right, at such Holder's sole option, to elect one of the following alternatives by delivering written notice to the Company at least fifteen (15) Business Days prior to the Maturity Date: (a) Conversion to Common Stock. Convert all outstanding principal and all accrued and un

Section 3.5 — Change of Control (a) Upon the occurrence of a Change of Control at any time prior to the conversion of the Notes in full, each Holder shall be entitled to receive the greater of: (i) the "Change of Control Payment," which shall be equal to two times (2.0x) the outstanding principal amount of such Holder's Note plus all accrued and unpaid interest thereon as of the date of the Change of Control; or (ii)

Section 3.6 — Most Favored Nation (MFN) (a) If, at any time while any Note is outstanding, the Company issues or sells any MFN Securities (including, without limitation, any convertible promissory note, SAFE, or other convertible security or instrument) to any Person on terms that are, in any material respect, more favorable to the holder or holders thereof than the terms of the Notes (including, without limitation,

Section 3.7 — Subordination (a) The obligations of the Company under the Notes are expressly subordinated and made junior in right of payment to the prior payment in full of all obligations of the Company under the Existing Debt, on the terms and subject to the conditions set forth in the Subordination Agreement, dated as of January 15, 2024, by and among Kelvantis Lending Corp., the Purchasers, and the Company. (b)

Section 3.8 — Prepayment The Company may not prepay the Notes, in whole or in part, without the prior written consent of (a) the Lead Investor and (b) the Majority Holders. Any permitted prepayment shall be applied ratably among the Holders based on the outstanding principal amounts of their respective Notes.

Section 3.9 — No Security The Notes are unsecured obligations of the Company and shall not be secured by any lien, charge, pledge, mortgage, security interest, or encumbrance on any property or assets of the Company or any of its subsidiaries. Nothing in this Agreement or the Notes shall be construed to create any security interest in favor of the Holders.

ARTICLE 4: REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Purchaser as of each Closing Date applicable to such Purchaser (except as set forth in the Disclosure Schedule delivered by the Company to the Purchasers on January 14, 2024, as the same may be supplemented with respect to any Subsequent Closing) as follows:

Section 4.1 — Organization and Standing The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. A Certificate of Good Standing was obtained from the Delaware Secretary of State on January 11, 2024 (Delaware File Number: 6384291). The Company has full corporate power and authority to own, lease, and operate its properties and assets and to carry on i

Section 4.2 — Corporate Power and Authority The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement, each of the other Transaction Documents to which it is or will be a party, and to issue and sell the Notes. The execution, delivery, and performance by the Company of this Agreement and the other Transaction Documents, and the issuance and sale

Section 4.3 — Authorization; Enforceability This Agreement has been, and each other Transaction Document to which the Company is a party has been or will be (as of the applicable Closing Date), duly executed and delivered by the Company and constitutes, or when so executed and delivered will constitute, a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its respe

Section 4.4 — Capitalization (a) As of the date hereof (and prior to the issuance of the Notes), the Company's fully diluted capitalization consists of approximately forty-eight million five hundred thousand (48,500,000) Fully Diluted Shares, which amount includes all outstanding shares of common stock, all outstanding shares of preferred stock (on an as-converted-to-common basis), all shares issuable upon the exerci

Section 4.5 — No Conflicts The execution, delivery, and performance by the Company of this Agreement and each of the other Transaction Documents, the issuance and sale of the Notes, and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) conflict with or violate the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, each as currently i

Section 4.6 — Consents and Approvals No consent, approval, license, permit, authorization, or order of, or registration, qualification, designation, declaration, or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery, and performance of this Agreement and the other Transaction Documents by the Company, or the issuance, sale, and delivery of the Notes, exc

Section 4.7 — Financial Statements The Company has delivered to each Purchaser (or made available for review) the following financial statements (collectively, the "Financial Statements"): (a) audited financial statements of the Company for the fiscal year ended December 31, 2022 (the "Audited Financial Statements"), consisting of the audited balance sheet as of December 31, 2022 and the related audited statements of

Section 4.8 — Absence of Changes Since September 30, 2023 (the date of the Company's most recent balance sheet included in the Financial Statements), except as set forth in the Disclosure Schedule: (a) there has been no Material Adverse Effect; (b) the Company has not declared, set aside, or paid any dividend or distribution on any shares of its capital stock; (c) the Company has not made any material change in its a

Section 4.9 — Intellectual Property (a) The Company owns, or has valid and enforceable rights (through license, sublicense, or other agreement) to use, all intellectual Property that is necessary for or material to the conduct of the Company's business as presently conducted and as proposed to be conducted, free and clear of all liens (other than non-exclusive licenses granted in the ordinary course of business). (b)

Section 4.10 — Material Contracts (a) The Disclosure Schedule sets forth a complete and accurate list of all material contracts to which the Company is a party or by which any of its properties or assets is bound (the "Material Contracts"), including all contracts involving aggregate payments or receipts in excess of $500,000 per year, all contracts with Key Persons, all contracts with Affiliates, all outstanding loa

Section 4.11 — Litigation There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the Company's knowledge, threatened against the Company or any of its officers, directors, or employees (in their capacities as such), at law or in equity, or before or by any Governmental Authority, that (a) would, individually or in the aggregate, reasonably be expected to have a Material A

Section 4.12 — Compliance with Laws The Company is, and at all times since its inception has been, in material compliance with all applicable laws, statutes, ordinances, rules, regulations, and orders of all Governmental Authorities, including all applicable money transmission laws, payment processing regulations, anti-money laundering laws, data privacy and security laws, and state licensing requirements. The Compan

Section 4.13 — Tax Matters (a) The Company has timely filed (or caused to be filed) all federal, state, and local tax returns required to be filed by it (taking into account any extensions of time within which to file), and all such tax returns are true, complete, and correct in all material respects. (b) The Company has timely paid (or caused to be paid) all taxes required to be paid by it, whether or not shown on a

Section 4.14 — Employee Matters (a) As of the date hereof, the Company has approximately three hundred ten (310) full-time equivalent employees. (b) The Company is, and at all times has been, in material compliance with all applicable laws governing labor and employment, including laws relating to wages, hours, overtime, classification of workers, discrimination, harassment, workers' compensation, unemployment insura

Section 4.15 — Insurance The Company maintains insurance policies covering directors' and officers' liability ("D&O"), errors and omissions ("E&O"), cyber liability, general commercial liability, and workers' compensation, in such types and amounts as are customary for companies of similar size, stage, and nature of business. All such policies are in full force and effect, and the Company is in material compliance wi

Section 4.16 — Environmental Matters The Company is in material compliance with all applicable Environmental Laws (as commonly understood) to the extent applicable to its business and operations. The Company acknowledges that its primary business operations are cloud-based software and platform services and does not involve significant environmental exposure; however, to the extent any Environmental Laws apply to the

Section 4.17 — Regulatory Compliance The Company holds all required money transmission licenses and other regulatory authorizations necessary for the operation of its payments orchestration platform in each state in which such licenses or authorizations are required. The Company is in material compliance with all applicable state-by-state regulatory requirements, including capital and surety bond requirements, applic

Section 4.18 — Full Disclosure No representation or warranty of the Company contained in this Agreement, the Notes, or any other Transaction Document, and no statement contained in the Disclosure Schedule or in any certificate, document, or other writing furnished or to be furnished by or on behalf of the Company to any Purchaser pursuant to this Agreement, contains any untrue statement of a material fact or omits to

ARTICLE 5: REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as of each Closing Date applicable to such Purchaser as follows:

Section 5.1 — Organization and Standing Such Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, as follows: (a) Ridgeline Ventures Fund IV, L.P., a limited partnership duly organized and validly existing under the laws of the State of Delaware; (b) Beacon Hill Capital Partners, LLC, a limited liability company duly organized and validly existing

Section 5.2 — Authorization The execution, delivery, and performance by such Purchaser of this Agreement and each other Transaction Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of such Purchaser (including any required approval of its general partner, managing member, investment committee, or go

Section 5.3 — Accredited Investor Status Such Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Such Purchaser was not organized for the specific purpose of acquiring the Notes.

Section 5.4 — Investment Intent Such Purchaser is acquiring the Notes (and any securities issuable upon conversion thereof) for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or any applicable state securities laws. Such Purchaser does not presently have any contract, undertaking, a

Section 5.5 — Information; Sophistication Such Purchaser has received and reviewed all information that it deems necessary and appropriate to make an informed investment decision with respect to the Notes, including the Transaction Documents and the Disclosure Schedule. Such Purchaser has been afforded the opportunity to ask questions of, and receive answers from, the Company's management regarding the Company, its b

Section 5.6 — No General Solicitation Such Purchaser did not learn of the offering of the Notes through, and is not purchasing the Notes as a result of, any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act), including advertisements, articles, notices, or other communications published in any newspaper, magazine, or similar medium or broadcast over

Section 5.7 — Restricted Securit