Lender Agreement

1. SERVICES

Vime may source, curate, and present private credit opportunities; introduce Lender to brokers, advisers, originators, arrangers, borrowers, sponsors, and other transaction parties; and coordinate those introductions. An introduction does not obligate Lender to pursue or fund a transaction.

2. DEFINITIONS

"Introduced Broker" means any broker, adviser, originator, arranger, intermediary, referral source, or similar person or entity, including its controlled affiliates and relevant personnel, first identified, disclosed, introduced, or otherwise made available to Lender by Vime after the Effective Date.

"Lender Group" means Lender and each affiliate, fund, account, or vehicle controlled, managed, or advised by Lender or its affiliates, plus any nominee or co-lender participating at Lender's invitation or for its economic benefit.

"Introduced Transaction" means any loan, credit facility, note purchase, participation, or other private credit investment sourced, arranged, or referred by or through an Introduced Broker and entered into by the Lender Group during the Protection Period, including any renewal, refinancing, upsizing, add-on, replacement, or follow-on financing, whether completed directly or through an intermediary.

"Transaction Amount" means the maximum principal amount legally committed by the Lender Group at the initial closing, whether or not then drawn. For a later increase, renewal, refinancing, add-on, or follow-on, it means the incremental or new commitment; if no maximum is stated, it means the amount funded at closing.

3. SUCCESS FEE AND PAYMENT

At each closing of an Introduced Transaction, when definitive financing documents become effective and the Lender Group is legally committed (the "Closing"), Lender shall pay Vime 0.25% (25 basis points) of the Transaction Amount (the "Success Fee"), unless otherwise agreed in writing. The Success Fee applies separately to the initial transaction and each covered increase, renewal, refinancing, add-on, replacement, or follow-on.

The Success Fee is fully earned at Closing and payable within seven (7) calendar days after the later of Closing or receipt of Vime's invoice. It is a one-time, upfront fee paid directly by Lender outside any borrower or servicing waterfall. Once earned, it is non-refundable, non-creditable, and unaffected by repayment, prepayment, cancellation, default, restructuring, or loss, and shall be paid without setoff or deduction except withholding required by law.

Lender shall notify Vime within two (2) business days after signing or Closing and provide the Closing date, Transaction Amount, and information reasonably needed to verify the fee. Lender shall keep sufficient supporting records during the Term and for two (2) years afterward. If Vime reasonably disputes a fee, a confidential independent accountant may inspect relevant records; Vime pays unless the underpayment exceeds five percent (5%).

An overdue undisputed amount accrues interest at the lesser of one percent (1.0%) per month and the maximum lawful rate. Lender shall reimburse Vime's reasonable costs, including attorneys' fees, to collect it.

4. INTRODUCTION PROTECTION

For each Introduced Broker, Vime retains exclusive fee protection during the Protection Period. Lender shall not, directly or indirectly, bypass Vime, engage or compensate that broker outside Vime for private credit sourcing or arranging, or structure an Introduced Transaction to avoid the Success Fee. This protection is source-specific and does not restrict Lender's general sourcing.

The Success Fee applies to each Introduced Transaction completed by the Lender Group during the Protection Period, whether the parties transact directly and whether or not Vime participates after introduction.

For each Introduced Broker, the "Protection Period" begins on Vime's first introduction and ends twenty-four (24) months after the later of this Agreement's termination or Vime's most recent introduction of an opportunity from that broker.

An Introduced Broker is excluded only if, within ten (10) business days after introduction, Lender provides contemporaneous written evidence of an active, substantive direct relationship during the preceding twelve (12) months or active discussions concerning the same opportunity. Vime may seek equitable relief and recover the Success Fee, interest, and reasonable enforcement costs for breach.

5. CONFIDENTIALITY

"Confidential Information" means non-public information marked confidential or reasonably understood to be confidential, including Vime's platform, matching methods, source relationships, introductions, fee terms, and pipeline, and Lender's investment criteria, credit process, pricing, portfolio, and decisions. The recipient shall use it only for this Agreement, protect it with reasonable care, and disclose it only to affiliates, personnel, advisers, financing sources, and service providers who need it and are bound to protect it. The recipient is responsible for its representatives.

Confidential Information excludes information lawfully public, previously known without restriction, received without duty from a third party, or independently developed. Required disclosure is permitted if the recipient, when legally allowed, gives prompt notice and reasonable assistance. These duties last three (3) years after termination, and for trade secrets while protected by law. On request, the recipient shall return or destroy the information, except legally required or automated archival copies that remain protected.

6. INDEPENDENT REVIEW AND RELATIONSHIP

Lender is solely responsible for diligence, underwriting, approvals, structuring, documentation, and every decision to pursue or fund a transaction, and shall independently verify third-party information. Vime's role is limited to sourcing, matching, introductions, and coordination. Vime is not Lender's investment, legal, or tax adviser, fiduciary, agent, underwriter, or credit committee; does not hold transaction funds; cannot bind any person; and does not guarantee information, creditworthiness, Closing, or performance. A financing obligation arises only under signed definitive documents.

The Parties are independent contractors; nothing creates a partnership, joint venture, employment, agency, or fiduciary relationship. Subject to Section 4, each may work with others, and Vime may present an opportunity to other lenders unless separately agreed otherwise in writing.

7. INDEMNIFICATION

Each Party shall defend, indemnify, and hold harmless the other Party, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, liabilities, penalties, and reasonable external costs and attorneys' fees to the extent arising from the indemnifying Party's material breach, fraud, gross negligence, willful misconduct, or violation of law in connection with this Agreement.

The indemnified Party shall give prompt notice, subject to actual prejudice from delay. The indemnifying Party may control the defense with reasonably acceptable counsel but may not settle by admitting fault of, imposing a non-monetary obligation on, or failing to release the indemnified Party without its reasonable consent.

8. TERM AND TERMINATION

Either Party may terminate on fourteen (14) days' notice, for material breach uncured after fourteen (14) days, or immediately upon insolvency or unlawful inability to perform. Accrued rights and Sections 3 through 9 survive.

9. GENERAL

Fees exclude sales, use, value-added, or similar taxes on Vime's services, which Lender shall pay on a valid invoice except taxes on Vime's net income. Required withholding is permitted if remitted and documented. Each Party bears its own expenses unless agreed otherwise in writing.

Each Party shall comply with applicable law, and neither must perform an activity requiring an authorization, registration, or license it does not have. The Parties shall use commercially reasonable, lawful procedures without defeating an earned Success Fee.

Delaware law governs without regard to conflicts rules. State and federal courts in Delaware have exclusive jurisdiction, and each Party consents to personal jurisdiction and venue there.

Lender may not assign this Agreement without Vime's written consent, except to a successor acquiring substantially all of its relevant business that assumes the Agreement in writing. Vime may assign it to an affiliate or successor in a reorganization, financing, merger, or sale of substantially all its business or assets. This Agreement binds permitted successors and assigns.

Notices must be written and delivered by email, personal delivery, or recognized overnight courier to the address in Section 10, or for Lender to the email address on its Vime account, or to an updated address either Party gives in writing. Notice is effective when received; email is deemed received the next business day absent a delivery-failure notice.

This Agreement is the entire agreement on its subject and supersedes prior discussions. It controls over conflicting platform terms, investment criteria, emails, or opportunity summaries unless a later signed writing expressly amends it. Amendments and waivers must be written and signed by the Party charged; delay or one waiver is not a continuing waiver.

An invalid provision shall be modified only as needed to make it enforceable, and the remainder survives. Force majeure excuses delay but not an earned payment. Except for indemnified persons, there are no third-party beneficiaries.

Headings are for convenience; "including" means "including without limitation"; and the Agreement is jointly drafted in English. Electronic acceptance has the same effect as a signed original, and Vime may keep records of the account, version, date, time, and available technical information associated with acceptance.

10. CONTACT

Vime Inc.
880 Green Street
San Francisco, CA 94133
wayne@getvime.com