Contract analysis

ARTICLE 1 — PURCHASE AND SALE OF SERIES B PREFERRED STOCK

Section 1.1 — Sale and Issuance of Series B Preferred Stock. (a) The Company shall adopt and file the Restated Certificate with the Secretary of State of the State of Delaware on or before the Closing (as defined below), which Restated Certificate shall authorize the issuance of up to 7,500,000 shares of Series B Preferred Stock, having the rights, preferences, privileges, and restrictions set forth therein. The fili

Section 1.2 — Closing; Delivery. (a) Closing Date. The closing of the purchase and sale of the Shares (the "Closing") shall take place simultaneously with the execution and delivery of this Agreement on July 18, 2022 (the "Closing Date"), remotely via the electronic exchange of documents and signatures, or at such other time and place as the Company and the Purchasers holding a majority of the Shares to be purchased

Section 1.3 — Use of Proceeds. The Company shall use the proceeds from the sale of the Shares for general corporate purposes, including working capital, product development, and expansion of the Company's cloud-based payments-orchestration and treasury-management platform. Without limiting the generality of the foregoing, the Company intends to allocate the net proceeds (after deduction of the placement agent fee, in

ARTICLE 2 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Disclosure Schedule delivered by the Company to the Purchasers concurrently herewith (the "Disclosure Schedule"), which Disclosure Schedule shall be deemed a part hereof and shall qualify any representation or warranty otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Sched

Section 2.1 — Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291057. The Company was incorporated on March 14, 2018 under the laws of the State of Delaware, and its principal executive offices are located at 1600 Market Street, Suite 2200, Wilmington, DE

Section 2.2 — Capitalization. (a) Authorized Capital Stock. The authorized capital stock of the Company, immediately prior to the Closing, consists of: (i) 30,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of which 12,400,000 shares are issued and outstanding as of the date hereof; and (ii) 8,000,000 shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), con

Section 2.3 — Subsidiaries. The Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, limited liability company, association, joint venture, or other business entity, except as set forth in Section 2.3 of the Disclosure Schedule. The Company is not a participant in any joint venture, partnership, or similar arrangement with any other person or entity. T

Section 2.4 — Authorization. All corporate action necessary for the authorization, execution, and delivery of this Agreement and each of the other Transaction Documents to which the Company is a party, and the performance of all obligations of the Company hereunder and thereunder, including the authorization and reservation for issuance of the Shares and the Common Stock issuable upon conversion thereof, has been tak

Section 2.5 — Valid Issuance of Shares. The Shares, when issued, sold, and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable, free and clear of all liens, encumbrances, and restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement, the Right of Fi

Section 2.6 — Governmental Consents and Filings. No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (a) the filing of the Restated Certificate with the Secre

Section 2.7 — Litigation. Except as set forth in Section 2.7 of the Disclosure Schedule, there is no action, suit, proceeding, claim, arbitration, or investigation (collectively, "Proceedings") pending or, to the Company's knowledge, currently threatened in writing against the Company or any of its officers or directors (in their capacities as such) that (a) questions the validity of this Agreement or any of the othe

Section 2.8 — Intellectual Property. The Company owns or possesses sufficient legal rights to all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, licenses, domain names, mask works, information, and proprietary rights and processes, and other intellectual property rights (collectively, "Intellectual Property") necessary

Section 2.9 — Compliance with Other Instruments. The Company is not in violation or default of (i) any provision of its Certificate of Incorporation or Bylaws, each as currently in effect, (ii) any judgment, order, writ, or decree of any court or governmental entity applicable to the Company, or (iii) any provision of any material agreement, contract, or instrument to which it is a party or by which it or any of its

Section 2.10 — Agreements; Actions. Except for the Transaction Documents, there are no material agreements, understandings, instruments, contracts, or proposed transactions to which the Company is a party or by which it is bound that involve (a) obligations of, or payments to, the Company in excess of $250,000 individually in any twelve-month period, (b) the license of any patent, copyright, trademark, trade secret,

Section 2.11 — Related-Party Transactions. No employee, officer, director, or stockholder of the Company (or any member of his or her immediate family), or any entity in which any such person owns a beneficial interest (other than publicly traded securities constituting less than one percent (1%) of the outstanding shares of such entity), is indebted to the Company or has any direct or indirect ownership interest in

Section 2.12 — Financial Statements. The Company has delivered to the Purchasers (a) the Company's audited balance sheet as of December 31, 2021, and the related audited statements of income, stockholders' equity, and cash flows for the fiscal year then ended (collectively, the "Audited Financial Statements"), together with the report thereon of Whitfield & Hesse CPAs LLP, the Company's independent registered public

Section 2.13 — Changes. Since March 31, 2022, there has been no Material Adverse Effect and no event, circumstance, or condition has occurred that would reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, since March 31, 2022, the Company has not (a) sold, assigned, transferred, or otherwise disposed of any of its material assets, or canceled any material d

Section 2.14 — Tax Matters. The Company has filed all federal, state, county, and local income and franchise tax returns required to be filed by it through the date hereof and has paid all taxes shown to be due and payable on such returns, except as set forth in Section 2.14 of the Disclosure Schedule. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction. The

Section 2.15 — Employee Matters. The Company is in compliance in all material respects with all applicable laws relating to labor, employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the payment of social security and similar taxes, and occupational safety and health, except where the failure to be in compliance would not have a Material Adverse Eff

Section 2.16 — Insurance. The Company maintains insurance policies with reputable insurance companies covering its properties, operations, personnel, and financial risks in amounts and on terms customary for companies of similar size, stage of development, and industry sector as the Company. A true and complete schedule of all insurance policies maintained by the Company, including policy types, carriers, coverage am

Section 2.17 — Environmental and Safety Laws. The Company is not in violation of any applicable statute, law, ordinance, rule, regulation, order, or requirement relating to the environment or occupational health and safety, and to the Company's knowledge, no material expenditure is required in order to comply with any such statute, law, ordinance, rule, regulation, order, or requirement. The Company has not received

Section 2.18 — Disclosure. The Company has made available to the Purchasers all information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares, including certain projections, budgets, and business plans (collectively, the "Projections"), which Projections were prepared in good faith; provided, however, that the Company makes no representation or warranty

Section 2.19 — ERISA Compliance. The Company has not maintained or contributed to, and does not maintain or contribute to, any employee benefit plan that is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). Each employee benefit plan maintained by the Company that is intended to be qualified u

Section 2.20 — Real Property. The Company does not own any real property. The Company leases its headquarters premises at 1600 Market Street, Suite 2200, Wilmington, DE 19801, pursuant to a lease agreement that is in full force and effect, and the Company is not in default (nor has any event occurred which with notice or lapse of time or both would constitute a default) under such lease. The Company enjoys peaceful a

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as of the Closing Date, as follows:

Section 3.1 — Authorization. The Purchaser has full power and authority to enter into this Agreement and each of the other Transaction Documents to which it is or will be a party. This Agreement and each such other Transaction Document, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as limited by

Section 3.2 — Purchase Entirely for Own Account. The Shares to be purchased by the Purchaser hereunder will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), and the Purchaser has no present intention of selling, granting any particip

Section 3.3 — Disclosure of Information. The Purchaser has had an opportunity to discuss the Company's business, management, financial affairs, and the terms and conditions of the offering of the Shares with the Company's management and has had an opportunity to review the Company's facilities. The Purchaser has had the opportunity to ask questions of, and receive answers from, the Company's officers and directors co

Section 3.4 — Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein. The

Section 3.5 — Accredited Investor. The Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, as presently in effect. The Purchaser is financially sophisticated, is able to fend for itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters as to be capable of evaluating

Section 3.6 — No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders, or partners has either directly or indirectly, including through a broker or finder, been offered or sold the Shares by any form of general solicitation or general advertising, including but not limited to (a) any advertisement, article, notice, or other communication published in any new

Section 3.7 — Residence. If the Purchaser is an individual, the Purchaser's principal place of residence is in the state identified in the address of such Purchaser set forth on Schedule A hereto. If the Purchaser is an entity, the Purchaser's principal place of business is in the state identified in the address of such Purchaser set forth on Schedule A hereto. The principal offices of the Purchasers are as follows:

Section 3.8 — Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any other Purchaser, or any officer, director, employee, agent, partner, or affiliate of any other Purchaser, in making its investment or decision to invest in the Company. Each Purchaser agrees that no other Purchaser nor the respective controlling persons, officers, directors, partners, agents, or employees of any ot

ARTICLE 4 — COVENANTS OF THE COMPANY

Section 4.1 — Filing of Restated Certificate. The Company shall file the Restated Certificate with the Secretary of State of the State of Delaware on or prior to the Funding Date. The Company shall provide each Purchaser (or its counsel) with evidence of the filing and acceptance of the Restated Certificate by the Secretary of State of the State of Delaware promptly upon receipt thereof. The Restated Certificate, whe

Section 4.2 — Option Pool Increase. Simultaneously with the Closing, the Company's Board of Directors shall have approved, and the Company shall have effectuated, an increase of 1,635,000 shares of Common Stock reserved for issuance under the 2018 Equity Incentive Plan, bringing the total plan reserve to 4,635,000 shares, representing fifteen percent (15%) of 30,900,000 post-closing fully diluted shares. After accoun

Section 4.3 — Board of Directors. Effective as of the Closing, the Board of Directors of the Company shall be reconstituted in accordance with the provisions of the Voting Agreement such that the Board shall consist of the following five (5) members: (1) Naveen Raghavan — designee of the holders of Common Stock; (2) Claire Whitmore — designee of the holders of Common Stock; (3) Thomas Brennan — designee of the holder

Section 4.4 — D&O Insurance. The Company shall obtain and maintain, commencing no later than the Closing Date and continuing for so long as any Preferred Stock remains outstanding, directors' and officers' liability insurance from Ironclad Specialty Insurance Co. (or another nationally recognized insurance carrier reasonably acceptable to the Purchasers holding a majority of the then-outstanding Shares) with coverage

Section 4.5 — Fees and Expenses. (a) Investors' Counsel Fees. The Company shall pay or reimburse the reasonable and documented fees and expenses of Fenwick, Pratt & Howell LLP, counsel to Granite Peak Ventures, LP, the lead investor, incurred in connection with the negotiation, drafting, and closing of the transactions contemplated by this Agreement and the other Transaction Documents, in an amount not to exceed $75,

Section 4.6 — Qualified Small Business Stock (QSBS). The Company shall use commercially reasonable efforts to ensure that the Shares qualify as "qualified small business stock" as defined in Section 1202(c) of the Internal Revenue Code of 1986, as amended (the "Code"). Without limiting the generality of the foregoing, the Company shall (a) use commercially reasonable efforts to ensure that at least eighty percent (80

ARTICLE 5 — CONDITIONS TO THE PURCHASERS' OBLIGATIONS AT CLOSING

Section 5.1 — Conditions to Obligations of the Purchasers. The obligations of each Purchaser to purchase the Shares at the Closing are subject to the fulfillment, on or before the Closing Date (or, where applicable, the Funding Date), of each of the following conditions, unless waived in writing by the Purchasers holding a majority of the Shares to be purchased hereunder: (a) Representations and Warranties. The repre

Section 5.2 — Conditions to Obligations of the Company. The obligations of the Company to issue and sell the Shares at the Closing are subject to the fulfillment, on or before the Closing Date, of each of the following conditions, unless waived in writing by the Company: (a) Representations and Warranties. The representations and warranties of each Purchaser contained in Article 3 of this Agreement shall be true and

Section 6.1 — Survival of Warranties. The representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of two (2) years following the Closing Date; provided, however, that the representations and warranties set forth in Section 2.1 (Organization, Good Standing, and Qualification)