Contract analysis

Section 1. Interest 1.1 Interest Rate. Interest shall accrue on the outstanding principal amount of this Note at the rate of six percent (6.00%) per annum (600 basis points), commencing on the Date of Issuance set forth above and continuing until this Note is converted, repaid, or otherwise satisfied in full in accordance with its terms. 1.2 Simple Interest. Interest on this Note shall be computed on the basis of sim

Section 2. Maturity 2.1 Maturity Date. The outstanding principal amount of this Note, together with all accrued and unpaid interest thereon, shall be due and payable in full on January 15, 2026 (the "Maturity Date"), which date is twenty-four (24) months from the date of the Initial Closing under the Note Purchase Agreement, unless this Note is earlier converted or repaid in accordance with the terms hereof. There sh

Section 3.1. Automatic Conversion upon Qualified Financing (a) Definition of Qualified Financing. For purposes of this Note, a "Qualified Financing" means a bona fide equity financing of the Company (including, without limitation, a Series D Preferred Stock financing) in which the Company raises at least Eighty Million Dollars ($80,000,000) in aggregate gross proceeds from the sale and issuance of shares of its Prefe

Section 3.2. Optional Conversion at Maturity (a) Holder Election. If no Qualified Financing has occurred on or before the Maturity Date, the Holder may elect, at the Holder's sole option, by written notice delivered to the Company no later than five (5) Business Days prior to the Maturity Date, to either: (i) convert all outstanding principal and all accrued and unpaid interest under this Note into shares of the Comp

Section 3.3. Conversion upon Change of Control (a) Definition of Change of Control. For purposes of this Note, a "Change of Control" means any of the following events: (i) any merger, consolidation, or other business combination of the Company with or into another entity, other than a financing transaction in which the Company is the surviving entity and the holders of the Company's outstanding capital stock immediat

Section 3.4. Mechanics of Conversion (a) Notice of Qualified Financing or Change of Control. The Company shall deliver to the Holder written notice of a Qualified Financing or Change of Control not fewer than ten (10) Business Days prior to the expected closing date thereof. Such notice shall include a reasonably detailed description of the material terms and conditions of the Qualified Financing or Change of Control

Section 3.5. No Fractional Shares No fractional shares of capital stock shall be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall pay to the Holder in cash an amount equal to the fair value of such fractional share based on the applicable Conversion Price. Such payment shall be made concurrently with the delivery of share certifica

Section 4. Payment; Prepayment 4.1 Manner of Payment. All payments of principal and interest under this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as shall be designated in writing by the Holder. The Holder shall provide wire transfer instructions to the Company at least five (5) Business Days prior to any date on which a cash pay

Section 5. Subordination 5.1 Senior Indebtedness. This Note is subordinated in right of payment to all obligations of the Company under that certain Loan and Security Agreement, dated as of August 15, 2022, by and between Kelvantis Lending Corp. ("Kelvantis") and Skybridge Fintech Ltd. (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Loan Agreement"), pursuant to the terms and

Section 6. Most Favored Nation 6.1 MFN Adjustment. If the Company issues any convertible promissory notes, simple agreements for future equity ("SAFEs"), or other convertible debt instruments to any person or entity after the date hereof and prior to the conversion or repayment of this Note, on terms that are more favorable to the holders thereof than the terms of this Note (including, without limitation, a lower val

Section 7.1. Definition of Events of Default Each of the following events shall constitute an "Event of Default" under this Note: (a) Payment Default. The failure by the Company to pay any amount of principal or interest due under this Note within five (5) Business Days after the date on which such payment is due and payable; (b) Breach of Representations, Warranties, or Covenants. The breach by the Company of any ma

Section 7.2. Remedies upon Event of Default (a) Acceleration by Majority Holders. Upon the occurrence and during the continuance of an Event of Default (other than an Event of Default described in Section 7.1(c)), the Majority Holders may, by written notice to the Company, declare all outstanding principal and all accrued and unpaid interest under all Notes to be immediately due and payable, without presentment, dema

Section 8. Representations and Warranties of the Holder By acceptance of this Note, the Holder hereby represents and warrants to the Company as follows: 8.1 Investment Purpose. The Holder is acquiring this Note for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or reselling of this Note or the securities issuable upon conversion hereof in violat

Section 9. Covenants of the Company 9.1 Reservation of Shares. The Company shall, at all times during the term of this Note, reserve and keep available out of its authorized but unissued shares of capital stock (or shares held in treasury) a sufficient number of shares for issuance upon conversion of all outstanding Notes, including this Note, in accordance with the terms hereof. The Company shall take all such corpo

Section 10. Transfer Restrictions 10.1 Restrictions on Transfer. This Note may not be offered, sold, assigned, transferred, pledged, encumbered, hypothecated, or otherwise disposed of (each, a "Transfer") without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that no such consent shall be required in connection with a Transfer (a

Section 11. Amendments and Waivers 11.1 Amendment. This Note may be amended or modified, and the observance of any term or provision hereof may be waived (either generally or in any particular instance and either retroactively or prospectively), only with the written consent of the Company and the Majority Holders (as defined in the Note Purchase Agreement). 11.2 Majority Holders. As used herein, "Majority Holders" m

Section 12. Governing Law; Jurisdiction 12.1 Governing Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 12.2

Section 13. Waiver of Jury Trial EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE NOTE PURCHASE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE COMPANY AND THE HOLDER ACKNOWLEDGES THAT THIS WAIVER IS

Section 14. Notices 14.1 Method of Notice. All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given: (a) when delivered personally to the party to be notified; (b) when sent by nationally recognized overnight courier service (with written confirmation of receipt); or (c) when sent by electronic mail (with c

Section 15. Successors and Assigns This Note shall be binding upon and inure to the benefit of the Company and the Holder and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Company may not assign this Note or any of its rights or obligations hereunder without the prior written consent of the Holder. Subject to the transfer restrictions set forth in Sec

Section 16. Severability If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall continue in full force and effect. In such event, the parties shall negotiate in good faith to modify the invalid,

Section 17. Entire Agreement This Note, together with the Note Purchase Agreement and the other Transaction Documents (as defined in the Note Purchase Agreement), including the Subordination Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, among the

Section 18. Expenses The Company shall reimburse the reasonable and documented out-of-pocket legal fees and expenses of counsel to the lead investor, Whitfield, Pratt & Soo LLP, incurred in connection with the negotiation, preparation, execution, and delivery of the Note Purchase Agreement, this Note, and the other Transaction Documents, in an aggregate amount not to exceed One Hundred Twenty-Five Thousand Dollars ($

Section 19. Defined Terms Capitalized terms used in this Note and not otherwise defined herein shall have the meanings ascribed to them in the Note Purchase Agreement, including, without limitation, the following terms: "Cap Price" has the meaning set forth in Section 3.1(c)(ii) of this Note. "Change of Control" has the meaning set forth in Section 3.3(a) of this Note. "Conversion Price" has the meaning set forth in