Lender Participation Agreement

Saguaro Money, Inc. Effective Date: February 26, 2026 Agreement Version: 1.0

IMPORTANT NOTICE: This Lender Participation Agreement (this "Agreement") constitutes 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.

1. Recitals

WHEREAS, Coalesce operates a technology platform (the "Platform") that facilitates direct peer-to-business lending arrangements between lenders and borrowers using USDC stablecoins on the Solana blockchain;

WHEREAS, Coalesce acts solely as a technology facilitator and does not act as a lender, borrower, guarantor, or fiduciary with respect to any loan originated through the Platform;

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 approved to receive loans through the Platform and has executed a separate Borrower Loan Agreement with the Lender (through the Platform).

"Channel Partner" means a third-party entity that has entered into a Channel Partner Agreement with Coalesce to facilitate 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, including but not limited to: principal amount, interest rate (APR), maturity date, and maximum capacity, as established at the time of Loan origination on the Platform.

"Platform" means the Coalesce Finance technology platform, including all associated smart contracts deployed on the Solana blockchain, web 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 constitutes a direct lending arrangement between Lender and the applicable Borrower. Coalesce is not a party to any Loan and does not assume any obligation to repay principal, interest, or any other amount due under any Loan.

3.2 Role of Coalesce

Coalesce's role is strictly limited to:

(a) Providing the technology infrastructure to facilitate Loan origination, servicing, and repayment;

(b) Facilitating the relay of borrower information from Channel Partners to Lenders;

(d) Providing dispute resolution coordination as described in Section 9.

3.3 No Fiduciary Relationship

Nothing in this Agreement creates a fiduciary, agency, partnership, joint venture, or employment relationship between Coalesce and Lender. Coalesce does not provide investment advice, lending recommendations, or creditworthiness assessments. Lender is solely responsible for evaluating the risks associated with each Loan.

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 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;

(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 ALL LOANS FACILITATED THROUGH THE PLATFORM ARE UNSECURED. IN THE EVENT OF A BORROWER DEFAULT, LENDER MAY LOSE SOME OR ALL OF THE PRINCIPAL AND ACCRUED INTEREST. COALESCE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSSES ARISING FROM BORROWER DEFAULT.

5.2 No Guarantee

Coalesce 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 Channel Partners or Borrowers; (c) the recoverability of any amounts in the event of Default; or (d) the performance, availability, or security of the Platform or the Solana blockchain.

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. 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 (including but not limited to Cuba, Iran, North Korea, Syria, 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 Channel Partners. Lender acknowledges that: (a) Coalesce does not independently verify the accuracy of borrower information; (b) Channel Partners conduct know-your-business (KYB) verification on Borrowers pursuant to separate agreements; and (c) Lender 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 Channel Partner, Borrower, or any 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. The applicable fee rate is disclosed on the Platform at the time of Loan origination and is encoded in the on-chain Loan parameters. 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 the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA procedures. The seat of arbitration shall be Wilmington, Delaware.

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, together with the Loan Terms applicable to each individual Loan, constitutes the entire agreement between Lender and Coalesce with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations.

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 and understands that Coalesce 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.