Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms have the meanings set forth below: "Acquisition Proposal" means any inquiry, proposal, or offer from any Person (other than Parent and its Affiliates) relating to, in a single transaction or series of related transactions: (a) any direct or indirect acquisition of assets of the Company (including equity securities of any subsidiary) equal to f

Section 1.2 — Interpretation of Material Adverse Effect (a) "Company Material Adverse Effect" means any change, effect, event, occurrence, state of facts, or development that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, operations, assets, liabilities, condition (financial or otherwise), or results of operations of the Company, or (i

Section 1.3 — Rules of Construction Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhib

Section 2.1 — The Merger Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, Acquisition Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Acquisition Sub shall cease at the Effective Time, and the Company shall continue as the surviving corporation in the Merger (th

Section 2.2 — Closing The closing of the Merger (the "Closing") shall take place on the second (2nd) Business Day following the date on which the last of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) shall have been satisfied or waived, or on such other date as P

Section 2.3 — Effective Time On the Closing Date, the Parties shall cause a Certificate of Merger, substantially in the form attached hereto as Exhibit C, to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of

Section 2.4 — Certificate of Incorporation of the Surviving Corporation At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety so as to read as set forth in Exhibit A hereto, and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended

Section 2.5 — Bylaws of the Surviving Corporation At the Effective Time, the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, shall become the bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation, and such bylaws.

Section 2.6 — Directors and Officers of the Surviving Corporation (a) At the Effective Time, the directors of the Surviving Corporation shall be the individuals who were the directors of Acquisition Sub immediately prior to the Effective Time, as designated by Parent, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until his or her successor is duly elec

ARTICLE III — MERGER CONSIDERATION; TREATMENT OF COMPANY SECURITIES

Section 3.1 — Conversion of Company Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or any holder of any securities of the Company or Acquisition Sub: (a) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii)

Section 3.2 — Treatment of Company Options (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall, by virtue of the Merger and without any action on the part of the holder thereof, be treated as follows: (i) In-the-Money Options. If the per-share exercise price applicable to such Company Option is les

Section 3.3 — Treatment of Company RSUs (a) At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, whether or not then vested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and extinguished and converted into the right to receive, as soon as practicable following the Effective Time, a lump-sum cash payment (without in

Section 3.4 — Escrow Holdback (a) At the Closing, an amount equal to Four Million Eight Hundred Thousand Dollars ($4,800,000) (the "Escrow Amount"), representing ten percent (10%) of the Aggregate Merger Consideration, shall be withheld from the amounts otherwise payable to the Company Stockholders (and the holders of in-the-money Company Options and Company RSUs) and deposited by Parent with the Escrow Agent pursuan

Section 3.5 — Funds Flow; Payment Mechanics (a) Not later than three (3) Business Days prior to the anticipated Closing Date, Parent shall deliver to the Company and the Stockholder Representative a funds flow memorandum (the "Funds Flow Memorandum") setting forth in reasonable detail the allocation of the Aggregate Merger Consideration, including the following: (i) Aggregate Merger Consideration: $48,000,000 (ii) Le

Section 3.6 — Payment Agent (a) Prior to the Closing Date, Parent may appoint a bank or trust company (which may be Caravel Trust Company, N.A. or another institution reasonably acceptable to the Company) to act as paying agent (the "Paying Agent") in connection with the payment of the Merger Consideration. (b) As soon as practicable following the Effective Time, the Surviving Corporation shall cause the Paying Agent

Section 3.7 — Withholding Rights Each of Parent, Acquisition Sub, the Surviving Corporation, the Escrow Agent, and the Paying Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, the Treasury Regulations, or any provision of applicable state, lo

Section 3.8 — Dissenting Shares (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder who has properly demanded and perfected appraisal rights in respect of such shares in accordance with Section 262 of the DGCL and who has not effectively withdrawn or lost such appraisal ri

Section 3.9 — Lost Certificates In the event any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed and, if required by the Surviving Corporation or the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Surviving Corporation or the Paying Agent may direct as inde

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Company Disclosure Schedules delivered by the Company to Parent concurrently with the execution and delivery of this Agreement (the "Company Disclosure Schedules"), the Company hereby represents and warrants to Parent and Acquisition Sub that the statements contained in this Article IV are true and correct as of the date of this Agr

Section 4.1 — Organization, Standing, and Power The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware file number 6847312. The Company has the corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted and as presently proposed to be conducted. The Company is

Section 4.2 — Subsidiaries Except as set forth on Schedule 4.2, the Company does not own, directly or indirectly, any equity or other ownership interest in any Person, and does not have any subsidiaries. For the avoidance of doubt, Ridgeline Community Bank is not a subsidiary of the Company but rather a contractual partner under the Program Agreement TLI-RCB-2020-001, pursuant to which the Company and Ridgeline engag

Section 4.3 — Authorization; Enforceability The Company has full corporate power and authority to execute and deliver this Agreement and each of the other agreements, documents, and instruments contemplated hereby to which it is or will be a party (collectively with this Agreement, the "Transaction Documents"), to perform its obligations hereunder and thereunder, and to consummate the Merger and the other transaction

Section 4.4 — Capitalization (a) The authorized capital stock of the Company consists of [●] shares of common stock, par value $0.001 per share. As of the date of this Agreement, on a fully diluted basis (including all outstanding shares of Company Common Stock and all shares of Company Common Stock issuable upon the exercise or settlement of all outstanding Company Options and Company RSUs), the Company has 12,000,0

Section 4.5 — No Conflicts; Consents (a) The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not (with or without notice or lapse of time, or both): (i) conflict with or violate any provision of the certificate of incorporation or bylaws of the Company; (ii) conflict with or violate

Section 4.6 — Financial Statements (a) The Company has delivered or made available to Parent the following financial statements (collectively, the "Company Financial Statements"): (i) the audited consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2025, and the related audited consolidated statements of income, stockholders' equity, and cash flows for the fiscal years then ended, toget

Section 4.7 — Absence of Certain Changes Since the Balance Sheet Date, except as set forth on Schedule 4.7, the Company has conducted its business only in the ordinary course consistent with past practice and there has not been any Company Material Adverse Effect. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as contemplated by this Agreement or as set forth on Schedule 4.7, t

Section 4.8 — Compliance with Laws; Permits and Licenses (a) The Company is, and since January 1, 2023 has been, in compliance in all material respects with all applicable Laws, including federal and state consumer lending laws (including the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, and their implementing regulations), fair lending

Section 4.9 — Regulatory Matters (a) The Company is not subject to any cease-and-desist order, consent order, written agreement, memorandum of understanding, supervisory letter, or similar regulatory action or undertaking by or with any Governmental Authority, and no such action or undertaking has been threatened against the Company. (b) The Company has timely filed all required reports, returns, registrations, and f

Section 4.10 — Material Contracts (a) Schedule 4.10 sets forth a true and complete list of each of the following Contracts to which the Company is a party or by which the Company or any of its properties or assets is bound (each, a "Material Contract"): (i) the Program Agreement with Ridgeline Community Bank (TLI-RCB-2020-001, dated March 15, 2020, as renewed through December 31, 2027); (ii) any Contract involv