Contract analysis

Section 1. Credit Agreement Reference. This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of May 4, 2023 (as the same may be amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrowers, Cascade Digital Commerce Inc., a Delaware corporation, Cascade Outlet

Section 2. Interest. (a) Applicable Rate. The unpaid principal amount of each Revolving Loan evidenced hereby shall bear interest at the rate or rates per annum determined in accordance with the terms and provisions of the Credit Agreement. Without limiting the foregoing, the applicable interest rate for Revolving Loans bearing interest by reference to the Term SOFR Rate shall be Adjusted Term SOFR plus three hundred

Section 3. Principal Payments. (a) Scheduled Payments. The principal of each Revolving Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. Without limiting the foregoing, the Borrowers shall be required to make mandatory prepayments of the Revolving Loans in the event that the aggregate outstanding principal amount of all Revolving Loans (together with the

Section 4. Optional Prepayment. The Borrowers may, at their option, prepay the Revolving Loans evidenced hereby at any time and from time to time, in whole or in part, without premium or penalty (except for customary breakage costs, if any, with respect to SOFR Loans prepaid on a day other than the last day of the applicable interest period therefor, as set forth in the Credit Agreement), upon the terms and condition

Section 5. Manner of Payment. (a) Payments Generally. All payments of principal, interest, fees, and all other amounts due and payable hereunder shall be made in lawful money of the United States of America in immediately available funds to the Administrative Agent, Crescent Harbor Bank, N.A., at its office at 780 Park Avenue, 30th Floor, New York, New York 10021 (or at such other address or account as the Administra

Section 6. Records of Loans and Payments. The Lender is hereby authorized to record on the grid attached hereto as Schedule 1 (or, at the Lender's option, in its internal books and records, including any electronic record-keeping system) (i) the date and amount of each Revolving Loan made by the Lender to the Borrowers hereunder, (ii) the applicable interest rate and interest period with respect thereto, (iii) the da

Section 7. Security. (a) This Note and the obligations of the Borrowers hereunder are secured by, among other things, the liens and security interests granted to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement), pursuant to (i) that certain Security Agreement dated as of May 4, 2023 (as the same may be amended, restated, supplemented, or other

Section 8. Guaranty. Payment of this Note and all other obligations of the Borrowers under the Credit Agreement and the other Loan Documents are guaranteed by the Guarantors pursuant to that certain Guaranty Agreement dated as of May 4, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), executed by Cascade Digital Commerce Inc., a Delaware cor

Section 9. Events of Default; Acceleration. (a) Acceleration Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), the Administrative Agent may, and upon the written direction of the Required Lenders (as defined in the Credit Agreement) shall, by notice to the Borrowers, declare the unpaid principal amount of all Revolving Loans evidenced h

Section 10. Waivers. (a) The Borrowers hereby jointly and severally waive presentment for payment, demand, notice of dishonor, protest, notice of protest, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as may be specifically required by and provided in the Credit Agreement. No extension of time for payment or other indulg

Section 11. Expenses; Indemnification. The Borrowers jointly and severally agree to pay on demand all reasonable and documented out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of outside counsel, including one primary counsel for the Lender and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) incurred by the Lender and the Administra

Section 12. Amendments; No Waiver. (a) Amendments and Modifications. This Note may not be amended, restated, supplemented, or otherwise modified, and no provision hereof may be waived, except in accordance with the applicable provisions of the Credit Agreement (including, without limitation, the provisions thereof requiring the consent of the Required Lenders or, in certain cases, all Lenders, for amendments, modific

Section 13. Assignment. The Lender may assign all or a portion of its rights and obligations under this Note (including, without limitation, amounts owing to it and its Commitment) in accordance with the assignment and participation provisions set forth in the Credit Agreement. Such assignment provisions include, without limitation, compliance with the minimum assignment amounts, the consent requirements, and the LST

Section 14. Successors and Assigns. This Note shall be binding upon the Borrowers and their respective successors and permitted assigns (it being understood that the Borrowers may not assign or transfer their obligations hereunder without the prior written consent of the Lender and the Administrative Agent, except as expressly permitted by the Credit Agreement), and shall inure to the benefit of the Lender and its su

Section 15. Governing Law. THIS NOTE AND ANY CLAIMS, CONTROVERSIES, DISPUTES, OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATI

Section 16. Submission to Jurisdiction; Venue. (a) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the United States District Court for the Southern District of New York sitting in the Borough of Manhattan and (ii) the Supreme Court of the State of New York, New York County, and any appellate courts from any thereof, in any action or proc

Section 17. Waiver of Jury Trial. EACH BORROWER AND, BY ITS ACCEPTANCE OF THIS NOTE, THE LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS

Section 18. Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction. Rather, this

Section 19. Conflict with Credit Agreement. This Note is subject to the terms and provisions of the Credit Agreement. In the event of any conflict, inconsistency, or ambiguity between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control in all respects. [Remainder of this page intentionally left blank; sig