Lender Participation Agreement#

Saguaro Money, Inc. (operating as Coalesce Finance) Effective Date: June 3, 2026 Agreement Version: 2.0

IMPORTANT NOTICE: This Lender Participation Agreement (this "Agreement") is a binding legal contract between you ("Lender," "you," or "your") and Saguaro Money, Inc., operating as Coalesce Finance, a Delaware corporation ("Coalesce," "we," "us," or "our"). By checking the consent box on the Coalesce platform and participating in any lending activity, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. Coalesce is solely a technology provider. Each Loan is a direct credit relationship between you and a Borrower. Coalesce performs no underwriting, makes no assessment of any Borrower's creditworthiness, and provides no guarantee or protection against Borrower default. You may lose some or all of the funds you lend.

1. Recitals#

WHEREAS, Coalesce provides non-custodial software and a user interface (the "Platform") that enable lenders and borrowers to enter into and administer loans directly with one another using USDC stablecoins on the Solana blockchain;

WHEREAS, with respect to Loans between users, Coalesce acts solely as a technology provider and does not act as a broker, dealer, underwriter, guarantor, or fiduciary; Coalesce or its affiliates may, however, participate on the Platform as a Lender in their individual capacity on the same terms available to other lenders;

WHEREAS, Lender desires to participate in one or more lending arrangements facilitated through the Platform on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. Definitions#

"Borrower" means any business entity that has been onboarded to the Platform and enters into one or more Loans with one or more Lenders, in each case governed by the applicable Loan Terms and, where a Master Loan Agreement has been adopted for the Loan, that Master Loan Agreement.

"Channel Partner" means a third-party entity that has entered into a Channel Partner Agreement with Coalesce to assist with borrower onboarding, KYB verification, and information relay.

"Default" means any failure by a Borrower to repay principal, interest, or any other amount due under a Loan in accordance with the applicable Loan Terms.

"Loan" means any lending arrangement facilitated through the Platform between a Lender and a Borrower, denominated in USDC on the Solana blockchain.

"Loan Terms" means the specific terms applicable to each Loan or loan market, including but not limited to the Lender's funded amount, market capacity, interest rate (APR), maturity date, and protocol fee configuration, as established through the Platform and, where a Master Loan Agreement has been adopted for the Loan, as documented in that Master Loan Agreement and its term sheet.

"Master Loan Agreement" means the form of Coalesce Master Loan Agreement published by Coalesce, intended to be entered into directly between a Lender and a Borrower to govern the terms of a Loan if and when it is adopted for that Loan. Coalesce is not a party to the Master Loan Agreement, except with respect to any Loan in which Coalesce or its affiliate participates as a Lender in its individual capacity.

"Platform" means the Coalesce Finance technology platform, including all associated smart contracts deployed on the Solana blockchain, web and mobile interfaces, APIs, and related infrastructure.

"USDC" means USD Coin, a stablecoin pegged to the U.S. Dollar, issued by Circle Internet Financial, LLC, and transacted on the Solana blockchain.

3. Nature of the Lending Arrangement#

3.1 Direct Lending#

Lender acknowledges and agrees that each Loan is a direct credit relationship between Lender and the applicable Borrower, governed by the applicable Loan Terms and, where a Master Loan Agreement has been adopted for the Loan, by that Master Loan Agreement entered into directly between Lender and Borrower. Coalesce is not a party to any Loan or Master Loan Agreement, and does not assume any obligation to repay principal, interest, or any other amount due under any Loan, except with respect to any Loan in which Coalesce or its affiliate participates as a Lender in its individual capacity.

3.2 Role of Coalesce#

With respect to Loans between users, Coalesce's role is strictly limited to:

(a) providing non-custodial software and infrastructure that enables Lenders and Borrowers to originate, administer, and repay Loans directly through smart contracts;

(b) facilitating the relay of borrower information provided by Borrowers and/or Channel Partners to Lenders;

(d) providing administrative and technical support relating to the Platform.

Coalesce never takes custody of Lender funds. Lender funds are held and transferred solely by smart contracts in accordance with their programmed logic.

3.3 No Underwriting; No Fiduciary Relationship#

Nothing in this Agreement creates a fiduciary, agency, partnership, joint venture, or employment relationship between Coalesce and Lender. Coalesce performs no underwriting and does not provide investment advice, lending recommendations, or assessments of any Borrower's creditworthiness. KYB and identity verification may be performed by Coalesce and/or one or more Channel Partners; such verification relates to identity, business existence, and sanctions eligibility only, is not an assessment of creditworthiness, and is not a guarantee of any Borrower's identity, solvency, or performance. Lender is solely responsible for evaluating each Borrower and each Loan and for conducting its own due diligence.

4. Lender Representations and Warranties#

By participating in the Platform, Lender represents and warrants that:

(a) Lender is a legal entity duly organized or a natural person of legal age with full legal capacity to enter into this Agreement and participate in lending activities;

(b) Lender has conducted, and will conduct, its own independent due diligence regarding the risks of peer-to-business lending, digital asset transactions, and the specific Borrower(s) to which Lender extends credit, and is not relying on Coalesce for any credit, investment, legal, or tax advice;

(c) Lender understands that USDC and Solana blockchain transactions carry inherent technological, regulatory, and market risks, including but not limited to smart contract risk, blockchain network congestion, USDC de-pegging risk, and regulatory changes;

(d) Lender is not a Restricted Person (as defined in Section 6) and is in compliance with all applicable laws and regulations;

(e) The funds used for lending are not derived from any unlawful activity and Lender is in compliance with all applicable anti-money laundering laws; and

(f) Lender acknowledges that past performance of any Borrower or Loan does not guarantee future results.

5. Risk Acknowledgment and Limitation of Liability#

5.1 Credit Risk#

LENDER ACKNOWLEDGES AND ACCEPTS THAT LOANS FACILITATED THROUGH THE PLATFORM ARE UNSECURED, AND THAT THE PLATFORM PROVIDES NO COLLATERAL, LIEN, OR LIQUIDATION MECHANISM (ANY COLLATERAL OR GUARANTEE, IF SEPARATELY AGREED, IS AN OFF-PLATFORM ARRANGEMENT THAT COALESCE DOES NOT OFFER, FACILITATE, OR GUARANTEE), AND THAT EACH LOAN IS A DIRECT CREDIT RELATIONSHIP BETWEEN LENDER AND THE BORROWER. IN THE EVENT OF A BORROWER DEFAULT, LENDER MAY LOSE SOME OR ALL OF THE PRINCIPAL AND ACCRUED INTEREST. COALESCE DOES NOT GUARANTEE, INSURE, BACKSTOP, REPURCHASE, OR PROVIDE ANY FIRST-LOSS OR OTHER PROTECTION AGAINST BORROWER DEFAULT, AND SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES ARISING FROM BORROWER DEFAULT.

5.2 No Guarantee#

Coalesce performs no underwriting and makes no representation, warranty, or guarantee, express or implied, regarding: (a) the creditworthiness, financial condition, or ability to repay of any Borrower; (b) the accuracy, completeness, or timeliness of any information provided by Borrowers, Channel Partners, or any other third party; (c) the recoverability of any amounts in the event of Default; or (d) the performance, availability, security, upgrade status, pause status, administrative configuration, or blacklist-screening behavior of the Platform or the Solana blockchain. Any arrangement by which a Channel Partner or other third party assumes a first-loss or similar position with respect to one or more Loans, if any, is a separate arrangement to which Coalesce is not a counterparty, is not offered or guaranteed by Coalesce, and may be unavailable or insufficient to cover Lender's losses.

5.3 Limitation of Liability#

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COALESCE'S TOTAL AGGREGATE LIABILITY TO LENDER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL AMOUNT OF PLATFORM FEES ACTUALLY PAID BY LENDER TO COALESCE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL COALESCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF DIGITAL ASSETS, REGARDLESS OF THE THEORY OF LIABILITY.

The foregoing limitation shall not apply to liability arising from fraud, willful misconduct, or gross negligence.

5.4 Indemnification#

Lender shall indemnify, defend, and hold harmless Coalesce and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Lender's breach of this Agreement; (b) Lender's violation of any applicable law or regulation; or (c) Lender's participation in any Loan.

6. Compliance and Restricted Persons#

Lender acknowledges that certain jurisdictions may restrict or prohibit participation in peer-to-business lending or digital asset transactions. Lender is solely responsible for determining whether its participation complies with all applicable laws. Coalesce and/or Channel Partners may screen Lender wallet addresses against sanctions lists, and Coalesce may block or restrict any wallet address that appears on, or is associated with, a sanctions list. A "Restricted Person" means any person or entity: (a) located in, organized in, or a resident of any country or territory subject to comprehensive U.S. sanctions or other broad geographic sanctions restrictions published by OFAC or another applicable sanctions authority from time to time, including, as of the Effective Date, Cuba, Iran, North Korea, and the Crimea, Donetsk, and Luhansk regions of Ukraine; (b) listed on any U.S. government sanctions list, including the OFAC Specially Designated Nationals List; or (c) otherwise prohibited from participating in digital asset transactions under applicable law.

7. Borrower Information and Channel Partners#

7.1 Information Relay#

Coalesce may facilitate the relay of borrower attestations and information provided by Borrowers and/or Channel Partners. Lender acknowledges that: (a) KYB and sanctions screening may be conducted by Coalesce and/or one or more Channel Partners, but neither Coalesce nor any Channel Partner underwrites Loans or assesses Borrower creditworthiness; (b) Coalesce does not guarantee the accuracy, completeness, or timeliness of any borrower information; and (c) Lender should conduct its own due diligence and should not rely solely on information relayed through the Platform when making lending decisions.

7.2 No Responsibility for Information#

Coalesce shall have no liability for any inaccuracy, incompleteness, or misrepresentation in borrower information, whether provided by a Borrower, a Channel Partner, or any other third party.

8. Platform Fees#

Coalesce may charge a protocol fee as a portion of accrued interest on Loans, as configured in the Platform's smart contracts and protocol configuration. The applicable fee configuration is disclosed on the Platform, may be updated through the Platform's administrative controls, and applies as implemented by the smart contracts at the time interest accrues or fees are collected. The protocol fee is subordinated (junior) to Lender's claims to principal and interest: it does not reduce amounts owed or distributed to Lender, and is collectible only from amounts remaining after Lender's principal and interest claims (and any amounts reserved for the recovery of prior Lender haircuts) have been satisfied. By participating in a Loan, Lender agrees to the applicable fee structure.

9. Dispute Resolution#

9.1 Arbitration#

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by a single arbitrator selected in accordance with the applicable JAMS rules. The seat of arbitration shall be Wilmington, Delaware, United States. This Section governs disputes between Lender and Coalesce only; disputes between Lender and a Borrower are governed by the applicable Master Loan Agreement.

9.2 Governing Law#

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

9.3 Waiver of Jury Trial#

TO THE FULLEST EXTENT PERMITTED BY LAW, LENDER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.4 Class Action Waiver#

Lender agrees that any claims shall be brought in Lender's individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator shall have no authority to conduct class-wide proceedings.

10. Term and Termination#

This Agreement is effective as of the date Lender first indicates consent on the Platform and shall remain in effect for so long as Lender has any outstanding Loans or balances on the Platform. Lender may cease participating in new Loans at any time, but this Agreement shall continue to govern any existing Loans until fully repaid or otherwise resolved. Coalesce may suspend or terminate Lender's access to the Platform at any time for any reason, including suspected violation of this Agreement or applicable law.

11. Miscellaneous#

11.1 Entire Agreement#

This Agreement and the Loan Terms applicable to each Loan constitute the entire agreement between Lender and Coalesce with respect to its subject matter and supersede all prior or contemporaneous agreements, understandings, and representations. Any Master Loan Agreement is a separate agreement between Lender and Borrower to which Coalesce is not a party (except where Coalesce or its affiliate participates as the Lender).

11.2 Amendment#

Coalesce reserves the right to amend this Agreement at any time by posting a revised version on the Platform. Continued participation in lending activities after the effective date of any amendment constitutes Lender's acceptance of the revised terms. For material amendments, Coalesce will use commercially reasonable efforts to provide advance notice.

11.3 Severability#

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Assignment#

Lender may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Coalesce. Coalesce may freely assign this Agreement.

11.5 Notices#

All notices under this Agreement shall be delivered via the Platform's messaging system or to the email address associated with Lender's Platform account.

11.6 Force Majeure#

Coalesce shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to: acts of God, war, terrorism, pandemics, government actions, blockchain network failures, smart contract vulnerabilities, USDC issuer actions, or internet service disruptions.

By checking the box on the Coalesce Finance platform, Lender confirms that:

(a) Lender has read and understands this entire Agreement;

(b) Lender agrees to be bound by all terms and conditions herein;

(d) Lender enters into lending arrangements directly with Borrowers, that Coalesce is solely a technology provider and performs no underwriting, and that Coalesce provides no guarantee or protection against, and bears no liability for, Borrower Default; and

(e) Lender waives any right to a jury trial and agrees to binding arbitration as described in Section 9.