Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Bankruptcy Event" means, with respect to any Person, (a) the filing by such Person of a voluntary petition under Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended (the "Bankruptcy Code"), or any similar federal, state, or foreign bankruptcy, insolvency, reorganization, or debtor relie

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) the headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (b) words importing the singular shall include the plural and vice versa; (c) words importing any gender shall include all genders; (d) references to "including," "includ

Section 2.1 — Agreement to Subordinate Each Subordinated Creditor hereby covenants and agrees, for itself and its successors and assigns, that the payment of the Subordinated Debt is and shall at all times be subordinate and junior in right of payment, to the extent and in the manner provided in this Agreement, to the prior payment in full in cash of all Senior Debt. The subordination effected by this Agreement shall

Section 2.2 — Liquidation; Dissolution; Bankruptcy In the event of any Bankruptcy Event with respect to the Company, or in the event of any dissolution, winding up, liquidation, reorganization, receivership, insolvency proceeding, assignment for the benefit of creditors, marshalling of assets, or any other similar proceeding involving the Company or its assets (each, a "Proceeding"): (a) All Senior Debt shall first b

Section 2.3 — Permitted Payments on Subordinated Debt Notwithstanding the subordination provisions of Sections 2.1 and 2.2, and subject to the terms and conditions of this Section 2.3, the Company may make the following Permitted Payments to the Subordinated Creditors, provided that at the time of such Permitted Payment (and after giving effect thereto) no Payment Default exists or would result therefrom: (a) Convers

Section 2.4 — Improper Payments If any Subordinated Creditor shall receive any payment, distribution, or other consideration of any kind (whether in cash, property, securities, or otherwise) on account of the Subordinated Debt at any time when such payment, distribution, or other consideration is not permitted under this Agreement, including, without limitation, any payment or distribution received in violation of Se

Section 2.5 — Subrogation Upon the payment in full in cash of all Senior Debt and the termination of all commitments under the Senior Loan Documents, the Subordinated Creditors shall be subrogated to the rights of the Senior Lender to receive payments or distributions of assets of the Company made on account of the Senior Debt, until all amounts owing on the Subordinated Debt shall have been paid in full. For the pur

ARTICLE III — STANDSTILL; ENFORCEMENT LIMITATIONS

Section 3.1 — No Enforcement Actions Each Subordinated Creditor hereby covenants and agrees that, so long as any Senior Debt remains outstanding (whether or not then due and payable), such Subordinated Creditor shall not take, or cause or permit to be taken, any Enforcement Action with respect to the Subordinated Debt, except as expressly permitted under Section 3.2 of this Agreement. Without limiting the generality

Section 3.2 — Standstill Period If the Subordinated Debt has been accelerated in accordance with the terms of the Subordinated Loan Documents, or if a default or event of default exists under the Subordinated Loan Documents, the Subordinated Creditors (or the Required Subordinated Creditors on behalf of all Subordinated Creditors) shall provide prompt written notice thereof to the Senior Lender (an "Enforcement Notic

Section 3.3 — Senior Lender Cure Rights The Senior Lender (but not the Company) shall have the right, but not the obligation, to cure any default or event of default under the Subordinated Loan Documents during the Standstill Period. Any such cure effected by the Senior Lender shall be deemed to be a cure of such default or event of default for all purposes under the Subordinated Loan Documents, and each Subordinated

ARTICLE IV — LIENS AND SECURITY

Section 4.1 — No Liens for Subordinated Debt Each Subordinated Creditor hereby covenants and agrees that it shall not acquire, hold, or enforce any lien on, or security interest in, any assets, properties, or revenues of the Company (or any subsidiary of the Company) as security for the Subordinated Debt. The Subordinated Notes are unsecured obligations of the Company, and no Subordinated Creditor shall seek or accep

Section 4.2 — Senior Lender Liens Nothing in this Agreement shall in any way affect, impair, diminish, or otherwise limit the existing liens, security interests, and other encumbrances held by the Senior Lender in and to the assets, properties, and revenues of the Company under or pursuant to the Senior Loan Documents. Each Subordinated Creditor acknowledges that the Senior Lender holds a first-priority perfected sec

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations of the Subordinated Creditors Each Subordinated Creditor hereby represents and warrants to the Senior Lender and the Company, severally and not jointly, as of the date hereof, as follows: (a) Organization and Good Standing. Such Subordinated Creditor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as follows: (i) Ridgeline Ven

Section 5.2 — Representations of the Company The Company hereby represents and warrants to the Senior Lender and each Subordinated Creditor, as of the date hereof, as follows: (a) Organization and Good Standing. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware Division of Corporations File Number 6384291; Employer Identification N

Section 5.3 — Representations of the Senior Lender Kelvantis Lending Corp. hereby represents and warrants to each Subordinated Creditor and the Company, as of the date hereof, as follows: (a) Organization and Good Standing. The Senior Lender is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. (b) Corporate Power and Authority. The Senior Lender has full

Section 6.1 — No Amendment to Subordinated Loan Documents The Subordinated Creditors and the Company hereby covenant and agree that they shall not, without the prior written consent of the Senior Lender, amend, modify, supplement, restate, or otherwise change any Subordinated Loan Document (including the Note Purchase Agreement and any Subordinated Note) in any manner that would: (a) increase the aggregate principal

Section 6.2 — No Amendment to Senior Loan Documents The Senior Lender and the Company hereby covenant and agree that they shall not amend, modify, supplement, or restate the Senior Loan Documents in any manner that would materially increase the obligations of the Company thereunder, including, without limitation, (a) increasing the aggregate principal amount of the Senior Debt above Fifteen Million Dollars ($15,000,0

Section 6.3 — Further Assurances Each party hereto agrees that it shall, from time to time, at the reasonable request of any other party hereto, execute and deliver such further instruments, documents, agreements, and assurances (including, without limitation, acknowledgments, consents, ratifications, and confirmations) as may be reasonably necessary or desirable to carry out the purposes and intent of this Agreement

Section 6.4 — Legends Each Subordinated Note issued pursuant to the Note Purchase Agreement shall bear a conspicuous legend in substantially the form set forth in Exhibit C attached hereto, referencing this Subordination Agreement and the subordination of the Subordinated Debt to the Senior Debt. Each Subordinated Creditor covenants and agrees that it shall not sell, transfer, assign, or otherwise dispose of any Subo

Section 6.5 — Notice of Default The Company shall promptly (and in any event within five (5) Business Days of obtaining knowledge thereof) notify both the Senior Lender and each Subordinated Creditor in writing of the occurrence of any default or event of default under the Senior Loan Documents or the Subordinated Loan Documents, specifying in reasonable detail the nature of such default or event of default and the a

ARTICLE VII — ADDITIONAL AGREEMENTS

Section 7.1 — Senior Lender's Rights The Senior Lender may, at any time and from time to time, without notice to or the consent of the Subordinated Creditors, and without in any way releasing, impairing, or otherwise affecting the subordination of the Subordinated Debt to the Senior Debt or the other obligations of the Subordinated Creditors or the Company under this Agreement: (a) renew, extend, modify, amend, resta

Section 7.2 — Waiver of Certain Defenses The subordination provisions of this Agreement shall not be affected, modified, or impaired by any defense that the Company may have or assert against the Senior Lender or any Subordinated Creditor, whether arising under the Senior Loan Documents, the Subordinated Loan Documents, or otherwise. Each Subordinated Creditor hereby waives any right to assert any defense of the Comp

Section 7.3 — Reliance Each Subordinated Creditor acknowledges and agrees that the Senior Lender has entered into this Agreement and has consented to the incurrence of the Subordinated Debt by the Company in material reliance upon the subordination provisions and the other agreements of the Subordinated Creditors set forth in this Agreement. Each Subordinated Creditor further acknowledges that the Senior Lender would

Section 8.1 — Termination This Agreement shall terminate and be of no further force or effect upon the earliest to occur of: (a) the payment in full in cash of all Senior Debt and the termination or expiration of all commitments of the Senior Lender to extend credit or financial accommodations to the Company under the Senior Loan Documents (including, without limitation, the maturity of the venture debt facility unde

Section 8.2 — Reinstatement If at any time after the termination of this Agreement pursuant to Section 8.1(a) above, all or any part of any payment theretofore applied to the Senior Debt is rescinded, avoided, or must be returned, restored, or otherwise repaid by the Senior Lender for any reason whatsoever (including, without limitation, as a result of any Bankruptcy Event or any determination that such payment const

Section 9.1 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 9.1 within two (2) Business Days thereafter), (c) one (1) Busi

Section 9.2 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (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.

Section 9.3 — Jurisdiction; Venue Each party hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware), or the United States District Court for the District of Delaware, and any appellate

Section 9.4 — Waiver of Jury Trial EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGO

Section 9.5 — Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No Subordinated Creditor may sell, assign, transfer, pledge, or otherwise dispose of its rights or obligations under this Agreement or the Subordinated Loan Documents (whether by operation of law or otherwise) without first requiring the assign

Section 9.6 — Entire Agreement This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, agreements, and understandings, whether written or oral, relating to the subject matter hereof. There are no representations, warranties, covenants, or agreements among the part

Section 9.7 — Amendments and Waivers No provision of this Agreement may be amended, modified, supplemented, or waived except by a written instrument executed by (a) the Senior Lender, (b) the Required Subordinated Creditors (i.e., Subordinated Creditors holding a majority in aggregate outstanding principal amount of the Subordinated Notes at the time of such amendment, modification, supplement, or waiver), and (c) th

Section 9.8 — Severability If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties hereto shall

Section 9.9 — Counterparts; Electronic Signatures This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Signatures to this Agreement delivered by facsimile transmission or by electronic means, including in portable document format (PDF) or any electronic signature complying with the

Section 9.10 — No Third-Party Beneficiaries This Agreement is entered into solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing contained herein shall confer upon any Person other than the parties hereto and their respective successors and permitted assigns any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Section 9.11 — Headings The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Agreement. [Signature Pages Follow] IN WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement to be duly executed and delivered as of the date first written above. SENIOR LENDER KEL