Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Senior Loan Agreement or the Note Purchase Agreement, as applicable, unless the context otherwise requires. "Agreement" means this Subordination Agreement, as may be amended, modified, restated, or supplemente

Section 1.2 — Rules of Construction. Unless the context otherwise requires: (a) a term defined in the singular shall have the corresponding meaning when used in the plural, and vice versa; (b) references to "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section, subsection, or provision; (c) references to any Article, Section, s

Section 2.1 — Subordination of Junior Debt. (a) Each Junior Creditor hereby agrees, and the Company acknowledges and agrees, that all Junior Debt is, and shall at all times remain, expressly subordinated and made junior and subject in right of payment, to the extent and in the manner set forth in this Agreement, to the prior Payment in Full of all Senior Debt. The subordination effected by this Section 2.1 applies to

Section 2.2 — Payment blockage. (a) During the Subordination Period, the Company shall not make, and the Junior Creditors shall not demand, accept, or receive, directly or indirectly, any Distribution on account of the Junior Debt (other than Permitted Junior Payments as defined in Section 2.3) if, at the time of such Distribution or immediately after giving effect thereto: (i) a Senior Default has occurred and is co

Section 2.3 — Permitted Junior Payments. Notwithstanding the provisions of Section 2.2, the following shall constitute "Permitted Junior Payments" and shall not be restricted, blocked, or prohibited by this Agreement: (a) Conversion of Notes into Equity. The automatic or optional Conversion of the Notes, in whole or in part, into equity securities of the Company upon a Qualified Financing, upon the Maturity Date at t

Section 2.4 — Liquidation, Dissolution, Bankruptcy. (a) Upon the occurrence of any Bankruptcy Event, or upon any dissolution, winding up, liquidation, reorganization, arrangement, adjustment, composition, or similar proceeding relating to the Company, its creditors, or its assets, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency, receivership, or other similar proceedings,

Section 2.5 — Change of Control. (a) The Parties acknowledge that, pursuant to the Notes and the Note Purchase Agreement, upon the occurrence of a Change of Control, the Junior Creditors are entitled to receive from the Company the greater of (i) two times (2.0x) the outstanding principal amount of the Notes held by such Junior Creditor, plus all accrued and unpaid interest thereon, or (ii) the amount that would be p

ARTICLE III — STANDSTILL AND ENFORCEMENT LIMITATIONS

Section 3.1 — Standstill. During the Subordination Period, no Junior Creditor shall, directly or indirectly, take any Enforcement Action with respect to the Junior Debt without the prior written consent of the Senior Lender, except as expressly provided in Section 3.2. Without limiting the generality of the foregoing, during the Subordination Period, no Junior Creditor shall, without the prior written consent of the

Section 3.2 — Standstill Exceptions. The standstill restrictions set forth in Section 3.1 shall not prevent or restrict the following actions by any Junior Creditor: (a) Conversion. The Conversion of the Notes into equity securities of the Company in accordance with the terms of the Notes and the Note Purchase Agreement. For the avoidance of doubt, Conversion of the Notes is not an Enforcement Action and shall not be

Section 3.3 — Notice of Default on Junior Debt. Each Junior Creditor shall promptly (and in any event within five (5) business days) provide the Senior Lender with written notice of the occurrence of any event of default under the Notes or the Note Purchase Agreement, specifying the nature of such event of default in reasonable detail. In addition, the Junior Creditors shall provide the Senior Lender with copies of a

ARTICLE IV — LIEN SUBORDINATION

Section 4.1 — No Liens. (a) Each Junior Creditor acknowledges and agrees that the Notes are and shall at all times be unsecured obligations of the Company. The Notes are not secured by any lien on, security interest in, mortgage, pledge, charge, encumbrance, or other interest in or against any assets, properties, or rights of the Company, whether now owned or hereafter acquired. (b) No Junior Creditor shall, directly

Section 4.2 — Senior Lender's Liens. (a) Each Junior Creditor acknowledges and agrees that the Senior Lender holds valid, perfected, and enforceable security interests and liens in the Collateral under the Senior Loan Agreement, and that such security interests and liens have priority over any and all claims, interests, or rights of the Junior Creditors with respect to the Collateral. (b) No Junior Creditor shall, di

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of the Junior Creditors. Each Junior Creditor, severally and not jointly, hereby represents and warrants to the Senior Lender and the Company as of the Effective Date as follows: (a) Organization and Existence. Such Junior Creditor is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Specifically: Ridgeline Ventures Fund IV, L.

Section 5.2 — Representations and Warranties of the Senior Lender. Kelvantis Lending Corp. hereby represents and warrants to the Junior Creditors and the Company as of the Effective Date as follows: (a) Organization and Existence. The Senior Lender is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Senior Lender has all requisite corporate power and au

Section 5.3 — Representations and Warranties of the Company. Skybridge Fintech Ltd. hereby represents and warrants to the Senior Lender and the Junior Creditors as of the Effective Date as follows: (a) Organization and Existence. The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to

Section 6.1 — Company Covenants. The Company hereby covenants and agrees with the Senior Lender and the Junior Creditors as follows: (a) Notice of Defaults. The Company shall provide the Senior Lender and the Junior Creditors with prompt written notice (and in any event within five (5) business days) of the occurrence of (i) any Senior Default under the Senior Loan Agreement, (ii) any event of default under the Notes

Section 6.2 — Junior Creditor Covenants. Each Junior Creditor, severally and not jointly, hereby covenants and agrees with the Senior Lender and the Company as follows: (a) Compliance with Agreement. Such Junior Creditor shall at all times comply with, and shall not take any action inconsistent with, the subordination provisions of Article II, the standstill and enforcement limitations of Article III, and the lien re

Section 6.3 — Senior Lender Covenants. The Senior Lender hereby covenants and agrees with the Junior Creditors and the Company as follows: (a) Notice of Defaults and Acceleration. The Senior Lender shall provide the Junior Creditors with prompt written notice (and in any event within five (5) business days) of (i) the occurrence of any Senior Default under the Senior Loan Agreement and (ii) any acceleration of the ma

ARTICLE VII — CONSENT OF THE SENIOR LENDER

Section 7.1 — Consent to Issuance of Notes. Kelvantis Lending Corp., as the Senior Lender, hereby consents to the issuance by the Company of the Notes in an aggregate principal amount not to exceed Sixty Million Dollars ($60,000,000) pursuant to the Note Purchase Agreement, notwithstanding any restriction on the incurrence of additional indebtedness contained in Section [●] or any other provision of the Senior Loan A

Section 7.2 — Waiver. The Senior Lender hereby waives any default or event of default under the Senior Loan Agreement that would otherwise arise solely from (a) the issuance of the Notes by the Company pursuant to the Note Purchase Agreement, (b) the execution and delivery by the Company of this Agreement, the Note Purchase Agreement, and the Notes, and (c) the performance by the Company of its obligations under this

Section 8.1 — Turnover of Payments. If any Junior Creditor receives any Distribution on account of the Junior Debt in violation of this Agreement (whether received directly from the Company, from a trustee in bankruptcy, from a receiver, or from any other Person, and whether received in cash, property, securities, or otherwise), such Junior Creditor shall receive and hold such Distribution in trust for the benefit of

Section 8.2 — Application of Turnover Payments. Any and all amounts, payments, or Distributions received by the Senior Lender pursuant to Section 8.1 shall be applied by the Senior Lender against the Senior Debt in such order and manner as the Senior Lender shall determine in its sole and absolute discretion, whether to principal, interest, fees, expenses, or other amounts constituting the Senior Debt. The Senior Len

ARTICLE IX — MODIFICATION OF SENIOR DEBT AND JUNIOR DEBT

Section 9.1 — Modifications to Senior Debt. The Senior Lender may, from time to time, without notice to or consent of the Junior Creditors (except as set forth in Section 6.1(b)), and without in any way releasing, modifying, or otherwise affecting the subordination effected by this Agreement: (a) amend, modify, restate, supplement, extend, renew, increase, or decrease the Senior Debt or the terms of the Senior Loan A

Section 9.2 — Modifications to Junior Debt. The Junior Creditors shall not amend, modify, restate, supplement, waive, or otherwise alter the Notes, the Note Purchase Agreement, or any other agreement, instrument, or document evidencing, securing, or relating to the Junior Debt in any manner that is adverse to the interests of the Senior Lender without the prior written consent of the Senior Lender, which consent may

ARTICLE X — RIGHTS OF THE SENIOR LENDER

Section 10.1 — Subrogation. Upon the Payment in Full of all Senior Debt (and the irrevocable termination of all commitments under the Senior Loan Agreement), the Junior Creditors shall be subrogated to the rights of the Senior Lender with respect to the Senior Debt to the extent that Distributions on the Junior Debt were turned over to the Senior Lender pursuant to Article VIII of this Agreement and applied against t

Section 10.2 — Senior Lender's Right to Deal with the Company. The Senior Lender may, in its sole discretion and without any obligation to the Junior Creditors, deal with the Company, the Senior Debt, the Collateral, and any guarantor or other Person obligated on the Senior Debt in the same manner and to the same extent as if this