Extract to table

RECITALS WHEREAS, the Company desires to issue and sell, and each Purchaser desires to purchase, convertible promissory notes in the aggregate principal amount of up to Sixty Million Dollars ($60,000,000) (the "Notes"), on the terms and subject to the conditions set forth herein; WHEREAS, the Notes shall be convertible into shares of the Company's capital stock upon the terms and subject to the conditions set forth herein and in the Notes; WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware, engaged in the business of providing a cloud-based payments orchestration and embedded lending platform for mid-market e-commerce companies, with its principal executive offices located at 1400 Market Street, Suite 2200, Wilmington, Delaware 19801; WHEREAS, the Company's Board of Directors has determined that the issuance and sale of the Notes on the terms set forth herein is in the best interests of the Company and its stockholders and has approved the transactions contemplated hereby; WHEREAS, the parties desire to set forth the terms and conditions upon which the Notes will be issued, sold, and purchased; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 1 hereof

2 — Rules of Construction In this Agreement, unless the context otherwise requires: (a) The headings of the articles, sections, and subsections herein are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement

(d) The word "including" (and its derivatives, including "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it

(f) References to any agreement or other document shall be deemed to refer to such agreement or document as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms

" (i) Any reference to a particular section, article, exhibit, or schedule shall be a reference to a section or article of, or exhibit or schedule to, this Agreement, unless the context otherwise requires

(j) All accounting terms not specifically defined herein shall be construed in accordance with GAAP