Form 8-K
8-K — Fatpipe Inc/UT
Accession: 0001493152-26-046120
Filed: 2026-10-07
Period: 2026-10-01
CIK: 0001993400
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-99.1 (ex99-1.htm)
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OMB APPROVAL
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
OMB
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FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 1, 2026
Fatpipe
Inc/UT
FATPIPE, INC.
(Exact
name of registrant as specified in its charter)
Utah
001-42546
27-1113325
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
392
East Winchester Street, Fifth Floor, Salt Lake City, UT
84107
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code (844) 203-6092
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SEC 873 (07-24)
Potential persons who are
to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently
valid OMB control number.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, no par value
FATN
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
October 1, 2026, FatPipe, Inc. (the “Company”) entered into two Business Loan Agreements with KeyBank National Association
(“KeyBank”). The first, dated as of October 1, 2026, provides for a secured revolving line of credit of up to $1.5 million
(the “Revolving Facility”). The second, dated as of September 30, 2026, provides for a secured term loan in the principal
amount of $4.5 million (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”).
The Credit Facilities are evidenced by separate promissory notes and related security documents and guaranties (collectively, the “Loan
Documents”).
The
Company obtained the Term Loan to refinance its existing Small Business Administration loan with Fortis Bank and reduce its borrowing
costs. On October 1, 2026, approximately $4.47 million of the Term Loan proceeds were used to repay in full the outstanding balance of
the Fortis Bank loan. The Fortis Bank loan bore interest at the Prime Rate plus 1.00%, while borrowings under both Credit Facilities
bear interest at the Adjusted Daily SOFR Index, as defined in the applicable promissory note, plus 3.00%. Based on the applicable benchmark
rates at the time of refinancing, the Company expects an approximately 110 basis point reduction in its annual borrowing rate. Actual
interest savings will depend on changes in benchmark rates and outstanding principal balances. The Revolving Facility is available for
working capital, subject to the terms and conditions of the Loan Documents.
The
Term Loan matures on October 1, 2029 and requires 35 monthly principal payments of $75,000, beginning November 1, 2026, together with
monthly payments of accrued interest. All remaining principal and accrued unpaid interest are due at maturity. The Revolving Facility
matures on September 30, 2027 and requires monthly payments of accrued interest beginning November 1, 2026, with all outstanding principal
and accrued unpaid interest due at maturity. The Company may prepay either Credit Facility without penalty, subject to the nonrefundability
of loan fees and prepaid finance charges. The origination fees for the Term Loan and Revolving Facility are $22,500 and $7,500, respectively.
The
Credit Facilities are guaranteed by the Company’s wholly owned subsidiary, FatPipe Technologies, Inc., and are secured by security
interests in substantially all personal property assets of the Company and FatPipe Technologies, Inc., including intellectual property,
subject to the terms of the Loan Documents.
The
Loan Documents contain affirmative and negative covenants, including financial reporting requirements and restrictions on additional
indebtedness, liens, acquisitions, investments, asset dispositions, dividends and share repurchases. Each Business Loan Agreement requires
a ratio of Total Funded Debt to EBITDA of no greater than 2.50 to 1.00 and a Fixed Charge Coverage Ratio of 1.20 to 1.00, in each case
as defined in the applicable agreement and tested quarterly. The Loan Documents also contain events of default that, subject to applicable
cure provisions, permit KeyBank to terminate further advances and accelerate outstanding obligations. The promissory notes provide for
an additional 3.00 percentage points of interest upon default, subject to applicable law.
The
foregoing description of the Loan Documents does not purport to be complete and is qualified in its entirety by reference to the full
text of the Loan Documents filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item
1.02. Termination of a Material Definitive Agreement.
On
October 1, 2026, the Company used approximately $4.47 million of the proceeds of the Term Loan to repay in full all outstanding obligations
under its Small Business Administration loan with Fortis Bank, which bore interest at the Prime Rate plus 1.00%. Upon such repayment,
the Fortis Bank loan was terminated. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 1.02.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
2 of 4
Item
7.01. Regulation FD Disclosure.
On
October 7, 2026, the Company issued a press release announcing the refinancing and the establishment of the Revolving Facility. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except
as expressly set forth by specific reference in such filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expected reduction in the Company’s
borrowing costs, anticipated interest savings, future benchmark interest rates, the availability of borrowings under the Revolving Facility,
and the Company’s ability to comply with the covenants in the Loan Documents. These statements are based on management’s
current expectations and are subject to risks, uncertainties and assumptions, including changes in the Secured Overnight Financing Rate
and other benchmark rates, the Company’s future financial performance and borrowing needs, and the other risks described in the
Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q. Actual results may differ materially from those expressed or implied by such statements. Forward-looking
statements speak only as of the date of this report, and the Company undertakes no obligation to update or revise them except as required
by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
10.1
Business Loan Agreements, Promissory Notes, Commercial Security Agreements and related addenda, Agreements to Provide Insurance, and Commercial Guaranties relating to the $4.5 million term loan and $1.5 million revolving line of credit with KeyBank National Association, dated as of September 30, 2026 (term loan) and October 1, 2026 (revolving line of credit).*
99.1
Press release dated October 7, 2026 (furnished herewith).
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
*
Certain identifying information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
3 of 4
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
FatPipe, Inc.
(Registrant)
Date October
7, 2026
/s/
Kanishka Ragula
(Signature)*
Name:
Kanishka Ragula
Title:
Chief Financial Officer (Principal
Accounting Officer)
name and title of the signing officer under his signature.
4 of 4
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit 10.1
FATPIPE, INC.
KEYBANK NATIONAL ASSOCIATION
$4,500,000 Term Loan
Executed Loan Documents
Dated as of September 30, 2026
Business Loan Agreement
Promissory Note
Commercial Security Agreements
Addenda to Commercial Security Agreements
Agreements to Provide Insurance
Commercial Guaranty
Bank account and customer identifiers have been redacted.
The following text transcribes the executed documents.
Signature images are identified as [Signature in executed original].
BUSINESS
LOAN AGREEMENT
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$4,500,000.00
09-30-2026
10-01-2029
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
THIS
BUSINESS LOAN AGREEMENT dated September 30, 2026, is made and executed between FATPIPE, INC. (“Borrower”) and KeyBank National
Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or
has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting,
renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this Agreement.
TERM.
This Agreement shall be effective as of September 30, 2026, and shall continue in full force and effect until such time as all of Borrower’s
Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees
and charges, or until such time as the parties may agree in writing to terminate this Agreement.
REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:
Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under
and by virtue of the laws of the State of Utah. Borrower is duly authorized to transact business in all other states in which Borrower
is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing
business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure
to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority
to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains
an office at 392 E WINCHESTER ST., STE. 500, SALT LAKE CITY, UT 84107-8537. Unless Borrower has designated otherwise in writing, the
principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower
will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name.
Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Borrower’s business activities.
Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used
by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does
business: None.
Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all
necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a)
Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower
or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties.
Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial
condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent
to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.
Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered
will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.
No
Prohibited Activities. Borrower is not engaged in and none of the Collateral is created by or used in connection with any Prohibited
Activities. Borrower shall not make any payments to Lender from funds derived from Prohibited Activities. Borrower agrees to indemnify,
defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer resulting from a breach of this section of the Agreement. Notwithstanding any provision in this Agreement
or any Related Documents to the contrary, no direct or indirect disclosure to Lender and no knowledge of Lender of the existence of any
Prohibited Activities shall estop Lender or waive any right of Lender to invoke any remedy under the Agreement or any Related Documents
for any Prohibited Activities.
Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title
to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has
not used or filed a financing statement under any other name for at least the last five (5) years.
Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period
of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release
or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge
of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any
prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating
to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and
any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including
without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections
and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections
or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to create
any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained
herein are based on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower
hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for
cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims,
losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach
of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release
of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify
and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall
not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.
Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition
or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.
Taxes.
To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have
been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested
by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.
Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements,
or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing
repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests
and rights in and to such Collateral.
Binding
Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof,
as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.
AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:
Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition,
and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower
or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.
Financial
Records. Maintain its books and records in accordance with GAAP, or an OCBOA acceptable to Lender, applied on a consistent basis,
and permit Lender to examine and audit Borrower’s books and records at all reasonable times.
Financial
Statements. Furnish Lender with such financial statements and other related information at such frequencies and in such detail as
Lender may reasonably request.
Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.
Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower’s
properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy
also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or
default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security
interest for the Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may require.
Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender
may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and
the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more
often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value
or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.
Guaranties.
Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantor named
below, on Lender’s forms, and in the amount and under the conditions set forth in those guaranties.
Name
of Guarantor
Amount
FATPIPE
TECHNOLOGIES, INC
Unlimited
Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and
any other party and notify Lender immediately in writing of any default in connection with any other such agreements.
Loan
Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by
Lender in writing.
Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s
properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge,
levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower
shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien,
or claim in accordance with GAAP or an OCBOA acceptable to Lender.
Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,
and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default
in connection with any agreement.
Operations.
Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable
and prudent manner.
Environmental
Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as
may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined
as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting
any property or any facility owned, leased or used by Borrower.
Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral,
including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior
to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may
require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.
Inspection.
Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s
other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated
records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request
of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies
of any records it may request, all at Borrower’s expense.
Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist,
as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity
is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;
shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien,
citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional
action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment
and/or other natural resources.
Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests.
RECOVERY
OF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation, guideline, or generally accepted accounting
principle, or the interpretation or application of any thereof by any court, administrative or governmental authority, or standard-setting
organization (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except
federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations
which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender’s capital
as a consequence of Lender’s obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees
to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender’s written demand for
such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail
of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,
Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity.
NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender:
Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement,
create, incur or assume indebtedness for borrowed money, including finance leases, (2) sell, transfer, mortgage, assign, pledge, lease,
grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse
any of Borrower’s accounts receivable, except to Lender.
Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2)
cease operations, liquidate, merge or restructure as a legal entity (whether by division or otherwise), consolidate with or acquire any
other entity, change its name, convert to another type of entity or redomesticate, dissolve or transfer or sell Collateral out of the
ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided,
however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from
the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as
amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders
to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely
from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase
or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.
Prohibited
Activities. Engage in, or permit the Collateral to be created by or used in connection with, any Prohibited Activities.
Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase,
create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.
CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under
the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B)
Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is
adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of
any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.
DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Borrower fails to make any payment when due under the Loan.
Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.
Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or
becomes false or misleading at any time thereafter.
Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
Change
in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Loan is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Right
to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case
may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default
within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s
sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.
EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,
all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately
will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described
in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its
rights and remedies.
APPLICABILITY
OF AGREEMENT TERMS. Borrower acknowledges and agrees that: (i) notwithstanding the inclusion of any final maturity date set forth
in the “Term” section above, this Agreement will remain in effect, as provided in such section, until all outstanding Loans
have been paid in full; (ii) the terms and conditions set forth in this Agreement will apply to and govern all Loans by Lender to Borrower,
other than demand Loans; and (iii) in the event of a conflict between the terms of any promissory note or other evidence of indebtedness
relating to a Loan and this Agreement, the terms of this Agreement will control; provided, however, that the inclusion of additional
representations, warranties, covenants, events of default or other terms in a promissory note or other evidence of indebtedness will
not be deemed to conflict with the terms of this Agreement unless such additional terms and the terms of this Agreement cannot be reconciled.
ADDITIONAL
COVENANTS AND DEFINITIONS. Borrower shall maintain the following covenants under this Agreement.
BUDGET
(B). Borrower to provide Budget within 60 days of each fiscal Year.
COVENANT
COMPLIANCE CERTIFICATE (B). Borrower to provide Covenant Compliance Certificate within 45 days of each fiscal Quarter.
COVENANT
COMPLIANCE CERTIFICATE (B). Borrower to provide Covenant Compliance Certificate within 120 days of each fiscal Year.
INTERIM
STATEMENTS (CONSOLIDATED). As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any
event within 45 days thereafter, financial statements prepared on a Consolidated and consolidating basis, including income statement,
balance sheet, and a comparison to prior year interim as of the end of such Quarter.
ANNUAL
STATEMENTS (CONSOLIDATED). As soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter,
audited financial statements prepared on a Consolidated and consolidating basis, including income statement, balance sheet, statement
of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower
for such year, setting forth in each case in comparative form the figures for the previous fiscal year.
TOTAL
FUNDED DEBT / EBITDA. Borrower shall maintain a ratio of Total Funded Debt to EBITDA of not greater than 2.500, tested at the end
of each fiscal Quarter, measured on the basis set forth below: “EBITDA” means total net income (excluding extraordinary gains
/ losses, including those arising on sale of fixed assets) plus interest expense, income tax expense, depreciation, amortization expense,
each calculated on a rolling four (4)-quarter basis. ““Total Funded Debt” means the sum without duplication for a Borrower
and/or any of its subsidiaries of (1) all indebtedness for borrowed money, whether maturing in less than or more than one year, plus
(2) all bonds, notes, debentures or similar debt instruments plus (3) all capitalized lease obligations plus (4) the present value of
all basic rental obligations under any synthetic lease.
FIXED
CHARGE COVERAGE RATIO. Borrower shall maintain a Fixed Charge Coverage Ratio of 1.200, tested at the end of each fiscal Quarter,
measured on the basis set forth below: “Fixed Charge Coverage Ratio” means, as of the date of determination, the ratio of
EBITDA, for the period, to the sum of (a) the aggregate of all principal payments required to be made on debt (including capitalized
lease obligations) during the period of twelve (12) consecutive months prior to the date of determination, plus (b) interest expense,
plus (c) tax expense, plus (d) Unfunded Capital Expenses, plus (e) dividends and distributions. ““EBITDA” means total
net income (excluding extraordinary gains / losses, including those arising on sale of fixed assets) plus interest expense, income tax
expense, depreciation, amortization expense, each calculated on a rolling four (4)-quarter basis. ““Unfunded Capital Expenses”
means, for the period, capital expenditures made from Borrower’s funds other than funds borrowed to finance such Capital Expenditures.
‘“Capital Expenditures” means net fixed assets at the end of the period less net fixed assets at the beginning of the
period plus depreciation expense for the period. .
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Consent
to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other
matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation
interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of
such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of
such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender
or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce
Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower
further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Utah.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or
of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Agreement or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Agreement, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees
to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided by applicable law, if there is more
than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.
Prohibited
Activities. Notwithstanding anything to the contrary in this Agreement, Borrower shall not be entitled to receive any notice of or
right to cure an Event of Default related to any Prohibited Activities.
Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s
subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require
Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.
Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall
bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall
not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written
consent of Lender.
Survival
of Representations and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender
under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such
representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall
be continuing in nature, and shall remain in full force and effect until such time as Borrower’s Indebtedness shall be paid in
full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. Time is of the Essence.
Time is of the essence in the performance of this Agreement.
Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party.
DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words
and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of this Agreement:
Agreement.
The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from
time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Collateral.
The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal property,
whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest,
mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.
Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.
Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.
GAAP.
The word “GAAP” means generally accepted accounting principles.
Grantor.
The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan,
including without limitation all Borrowers granting such a Security Interest.
Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of
the Note.
Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the
Related Documents.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Loan.
The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing,
and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit
or schedule attached to this Agreement from time to time.
Note.
The word “Note” means the Note dated September 30, 2026 and executed by FATPIPE, INC. in the principal amount of $4,500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or
credit agreement.
OCBOA.
The term “OCBOA” means Other Comprehensive Basis of Accounting, as designated by Lender in writing as an acceptable alternative
to GAAP.
Permitted
Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender;
(2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet
delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the
ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph
of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement,
have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.
Prohibited
Activities. The words “Prohibited Activities” mean any activity relating to the use, sale, possession, cultivation, manufacture,
storage, distribution, or marketing of cannabis, marijuana, or marijuana-based products which constitutes in any manner a violation of
any applicable federal, state, or local law or regulation, regardless of whether applicable conflicting law permits the same.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.
Security
Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating
a Security Interest.
Security
Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present and
future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge,
chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt,
lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever
whether created by law, contract, or otherwise.
FINAL
AGREEMENT. Borrower understands that this Agreement and the related loan documents are the final expression of the agreement between
Lender and Borrower and may not be contradicted by evidence of any alleged oral agreement.
BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
IS DATED SEPTEMBER 30, 2026.
BORROWER:
FATPIPE,
INC.
10/1/2026
10/1/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE, INC.
Sanchaita
Datta, President and CTO of FATPIPE, INC.
LENDER:
KEYBANK
NATIONAL ASSOCIATION
10/1/2026
By:
[Signature in executed original]
Authorized
Signer
PROMISSORY
NOTE
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$4,500,000.00
09-30-2026
10-01-2029
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE, INC.
Lender:
KeyBank
National Association
392 E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Principal
Amount: $4,500,000.00
Date
of Note: September 30, 2026
PROMISE
TO PAY. FATPIPE, INC. (“Borrower”) promises to pay to KeyBank National Association (“Lender”), or order,
in lawful money of the United States of America, the principal amount of Four Million Five Hundred Thousand & 00/100 Dollars ($4,500,000.00),
together with interest on the unpaid principal balance from September 30, 2026, until paid in full.
PAYMENT.
Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan in 35 principal payments of $75,000.00
each and one final principal and interest payment of $1,879,687.50. Borrower’s first principal payment is due November 1, 2026,
and all subsequent principal payments are due on the same day of each month after that. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning November 1, 2026, with all subsequent interest payments
to be due on the same day of each month after that. Borrower’s final payment due October 1, 2029, will be for all principal and
all accrued interest not yet paid. Unless otherwise agreed or required by applicable law, payments will be applied to first pay interest
accrued to the day Lender receives the payment, then to bring principal current, then to pay any late fees, and then Lender will apply
any remaining balance to reduce principal. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender
may designate in writing.
INTEREST
RATE. Interest on the unpaid principal amount of this Note will be calculated as described in the “INTEREST CALCULATION METHOD”
paragraph using an interest rate on this Note equal to the sum of (i) the Adjusted Daily SOFR Index plus (ii) 3.00 percentage points
(the “Margin) all as further described in this Note and referred to herein as the interest rate on this Note. As of September 25,
2026, the Index (as defined below) is 3.90 per annum and is only one component of the formula for calculating the Adjusted Daily SOFR
Index (as defined below). Notice: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
applicable law.
VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which
is the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured
overnight financing rate) on its website at approximately 8:00am (New York City time) each business day for the immediately preceding
business day (the “Index”). The foregoing Index is used as a component to determine Adjusted Daily SOFR Index (defined below).
The Adjusted Daily SOFR Index is the index used on this Note. Lender will tell Borrower the current Index and the Adjusted Daily SOFR
Index on Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender
may make loans based on other rates as well. “Adjusted Daily SOFR Index” means, for any business day that it is determined,
an interest rate per annum, (rounded upwards to the next higher whole multiple of 1/16th if such rate is not a multiple, unless a related
hedge agreement with the Lender as the counterparty is in effect with respect to this Note) reset each business day, equal to the greater
of (a) the sum of (i) the Index for the day that is five business days prior to the determination date, published on the administrator’s
website at approximately 8:00 a.m. (New York City time) on the business day immediately succeeding such date (and which is four business
days preceding the determination date), plus (ii) the 0.00 percentage points (the “Index Adjustment”) and (b) 0.00% (the
“Floor”). As an example (assuming each day is a business day), if the Index is reset on the 15th day of a month, the Index
will be the Index for the 10th day of the month, which is published on the 11th day of such month. Any change in the Adjusted Daily SOFR
Index will change the interest rate on this Note on the next change date without notice to you. For the purposes calculating interest
on this Note, a “business day” includes any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United State government securities.
The
Lender does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the administration of, submission
of, calculation of or any other matter related to the Index, any component definition thereof or rates referenced in the definition thereof
or which any alternative, comparable or successor index will be similar to, or produce the same value or economic equivalence of, or
have the same volume or liquidity as, the Index or any other index, or (b) the effect, implementation or composition of any changes made
to effect the Replacement Index pursuant to the “REPLACEMENT INDEX” paragraph.
If
for any reason the Lender cannot determine the rate fixed by the applicable administrator (other than in the circumstances contemplated
by clause (a) of “Replacement Event”, below) to determine the Index (or any component thereof) as contemplated by the definition
of such rate, the Lender may, in its sole but reasonable discretion, utilize a rate determined by the Lender to be a commercially reasonable
alternative for the purposes of the Index (or such component) hereunder.
INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over
a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is computed using this method.
PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing,
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather,
early payments will reduce the principal balance due and may result in Borrower’s making fewer payments. Borrower agrees not to
send Lender payments marked “paid in full”, “without recourse”, or similar language. If Borrower sends such a
payment, Lender may accept it without losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay
any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument
that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: KeyBank National Association, UT-MM-Central
Commercial Banking Center, 36 S. State Street, Salt Lake City, UT 84136.
LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment
or $50.00, whichever is greater.
INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding
an additional 3.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding
interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum
interest rate limitations under applicable law.
DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:
Payment
Default. Borrower fails to make any payment when due under this Note.
Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or
in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related
documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
Change
In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by
this Note.
Cure
Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of
the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice
to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen
(15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.
ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including without limitation all reasonable attorneys’ fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.
JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of Utah without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Utah.
DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.
AUTHORIZATION
TO CHARGE DEPOSIT ACCOUNT FOR LOAN PAYMENTS. Borrower hereby authorizes Lender automatically to deduct from Borrower’s designated
deposit account (“Account”), payments due on the loan on the date each payment is due.
Borrower
authorizes Lender to deduct amounts subject to change without prior notification to Borrower of the new amount to be deducted due to:
(1) late charges assessed; (2) delinquent amounts due or (3) any other payment amount required under the terms of the loan. If the funds
in the Account are insufficient to cover any payment, Lender shall not be obligated to advance funds to cover the payment. Lender shall
not be liable for dishonoring checks or other items due to insufficient funds caused by the honoring of this Authorization.
Borrower
may terminate this authorization by giving not less than three (3) days prior written notice to the Loan Services Department. This authorization
may be terminated at any time by Lender.
REPLACEMENT
INDEX. If (a) the administrator of the Index (including any Replacement Index, as defined below), any governmental authority or official
with jurisdiction over such administrator, or any regulatory body has ceased, or has issued a public statement that the administrator
of the Index, or any component thereof, has ceased or will cease to provide the Index (or any component thereof) (unless a substitute
administrator of the Index will continue to provide the Index (or such component), or that the Index (or any component thereof) is no
longer representative, or (b) the Lender shall not have been able to determine the rate fixed by the applicable administrator pursuant
to the preceding paragraph for a period of ten business days or more (each, a “Replacement Event”), then the Lender may designate
a replacement index which shall become the new Index hereunder (the “Replacement Index”). If the Replacement Index would
be less than zero, the Replacement Index will be deemed to be no less than the Floor. The Lender may also designate such amendments and
adjustments to the Margin, or impose a new margin to accompany the Replacement Index (the “Replacement Margin”). Any such
amendments and adjustments or Replacement Margin may have a positive or negative value, or have a value of zero. In selecting a Replacement
Index and, if applicable, a Replacement Margin, the Lender may take into account evolving market conventions and recommendations of governmental
and quasi-governmental authorities or of a committee officially endorsed or convened by such authorities for the purpose of recommending
a replacement for such Index. Any such amendments to the terms of this Note or any agreement entered into in connection with this Note
(a “Loan Document”) designated by the Lender will become effective and bind the Borrower after the Lender gives written notice
to the Borrower of such designation (or on such later date as the Lender may specify in such notice), without any other action by or
consent of the Borrower. The Lender may also designate such other and further amendments to this Note or any Loan Document to make any
conforming, technical, administrative or operational changes (including, without limitation, changes to timing and frequency of determining
rates and making payments of interest and other administrative matters) that the Lender determines to be appropriate to implement the
substitute index and to permit administration thereof by the Lender (collectively, “Conforming Amendments”). Any such Conforming
Amendments will become effective and bind the Borrower after the Lender gives written notice to the Borrower of such Conforming Amendments
(or on such later date as the Lender may specify in such notice), without any action of or consent by the Borrower. If the Lender cannot
determine the Index prior to the expiration of either 10-business day period referred to in this Note as a result of such Replacement
Event, the Lender may utilize a rate determined in accordance with this for the remainder of such 10-business day period. Each selection,
designation or other determination pursuant to this paragraph shall be made by the Lender in its sole discretion.
SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.
BUSINESS
LOAN AGREEMENT. The terms and conditions set forth in any Business Loan Agreement executed by Borrower apply to the Loan evidenced
by this Note. In the event of a conflict between the terms of this Note and the Business Loan Agreement, the terms of the Business Loan
Agreement will control.
GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms
of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation
maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length
of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security
interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.
PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
FATPIPE, INC.
By:
[Signature in executed original]
Ragula Bhaskar, CEO of FATPIPE,
INC.
10/1/2026
By:
[Signature in executed original]
Sanchaita Datta, President
and CTO of FATPIPE, INC.
10/1/2026
Commercial
Security Agreement
COMMERCIAL
SECURITY AGREEMENT
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$4,500,000.00
09-30-2026
10-01-2029
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Grantor:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
THIS
COMMERCIAL SECURITY AGREEMENT dated September 30, 2026, is made and executed between FATPIPE, INC. (“Grantor”) and KeyBank
National Association (“Lender”).
GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL
DESCRIPTION. The word “Collateral” as used in this Agreement means the following described property, whether now owned
or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security
interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:
All
inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including
but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property,
money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles);
all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all
fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled
goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property;
all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and
embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process
any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing
or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property;
and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property.
In
addition, the word “Collateral” also includes all the following, whether now owned or hereafter acquired, whether now existing
or hereafter arising, and wherever located:
(A)
All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein,
whether added now or later.
(B)
All products and produce of any of the property described in this Collateral section.
(C)
All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment
or other disposition of any of the property described in this Collateral section.
(D)
All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in
this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s insurer,
whether due to judgment, settlement or other process.
(E)
All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software
required to utilize, create, maintain, and process any such records or data on electronic media.
CROSS-COLLATERALIZATION.
In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter
arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect,
determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly
with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may
become otherwise unenforceable.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts
Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.
GRANTOR’S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to
Lender that:
Perfection
of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security
interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting
the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender
for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness
is paid in full and even though for a period of time Grantor may not be indebted to Lender.
Notices
to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender
may designate from time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s);
(3) change in the management of the Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor’s principal
office address; (6) change in Grantor’s state of organization; (7) conversion of Grantor to a new or different type of business
entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender.
No change in Grantor’s name or state of organization will take effect until after Lender has received notice.
No
Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor
is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.
Enforceability
of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform
Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws
and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral
have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account becomes
subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide
indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered
pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement
remains in effect, Grantor shall not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment under
or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall
have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.
Location
of the Collateral. Except in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent
the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s
address shown above or at such other locations as are acceptable to Lender. Upon Lender’s request, Grantor will deliver to Lender
in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations, including
without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing;
(3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.
Removal
of the Collateral. Except in the ordinary course of Grantor’s business, including the sales of inventory, Grantor shall not
remove the Collateral from its existing location without Lender’s prior written consent. To the extent that the Collateral consists
of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of
title for the vehicles outside the State of Utah, without Lender’s prior written consent. Grantor shall, whenever requested, advise
Lender of the exact location of the Collateral.
Transactions
Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise
provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor
is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers
who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor’s business does not include
a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit
the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in
this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security
interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason)
shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute
consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.
Title.
Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens
and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public
office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented.
Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.
Repairs
and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair
and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on,
or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be
filed against the Collateral.
Inspection
of Collateral. Lender and Lender’s designated representatives and agents shall have the right at all reasonable times to examine
and inspect the Collateral wherever located.
Taxes,
Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this
Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold
any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation
to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral
is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate
surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest,
costs, reasonable attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral.
Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees
to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely
manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized.
Compliance
with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental
authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all
laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production
of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion,
is not jeopardized.
No
Prohibited Activities. Grantor is not engaged in and none of the Collateral is now or will at any time be created by or used in connection
with any Prohibited Activities. Grantor shall not make any payments to Lender from funds derived from Prohibited Activities. Grantor
agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses
which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement. Notwithstanding any
provision in this Agreement or any Related Documents to the contrary, no direct or indirect disclosure to Lender and no knowledge of
Lender of the existence of any Prohibited Activities shall estop Lender or waive any right of Lender to invoke any remedy under the Agreement
or any Related Documents for any Prohibited Activities.
Hazardous
Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains
a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment,
disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on
Grantor’s due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental
Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of
this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction
of this Agreement.
Maintenance
of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability
coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least thirty (30) days’ prior written notice to Lender and not including
any disclaimer of the insurer’s liability for failure to give such a notice. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person.
In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender
with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance
as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including
if Lender so chooses “single interest insurance,” which will cover only Lender’s interest in the Collateral.
Application
of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral if the estimated cost of repair
or replacement exceeds $5000.00, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor
fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds
thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,
Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or
restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds
to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months
after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance
Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before
the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve
funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to
be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor
for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor’s
sole responsibility.
Insurance
Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information
as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining
that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than
annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.
Financing
Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s
security interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a
financing statement.
GRANTOR’S
RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor
may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that Grantor’s right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender’s security interest
in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time
and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make
payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before
or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral
if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender’s sole discretion, shall deem appropriate
under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the Indebtedness.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s
failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default.
DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Grantor fails to make any payment when due under the Indebtedness.
Other
Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.
Default
in Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor’s
or Grantor’s property or ability to perform their respective obligations under this Agreement or any of the Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency.
The dissolution or termination of Grantor’s existence as a going business, the insolvency of Grantor, the appointment of a receiver
for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This
includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
Adverse
Change. A material adverse change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies
or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Cure
Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of
the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written
notice to Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than
fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights
of a secured party under the Utah Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of
the following rights and remedies:
Accelerate
Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay,
immediately due and payable, without notice of any kind to Grantor.
Assemble
Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of
title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to
Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession
of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor
agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
Sell
the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof
in Lender’s own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral
threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons
as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other
disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters
into and authenticates an agreement waiving that person’s right to notification of sale. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the
disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling
the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the
Note rate from date of expenditure until repaid.
Appoint
Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with
the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from
the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Grantor hereby waives any
requirement that the receiver be impartial and disinterested as to all of the parties and agrees that employment by Lender shall not
disqualify a person from serving as a receiver.
Collect
Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the
Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s
nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it
to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt
for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness
or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders,
documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender
may notify account debtors and obligors on any Collateral to make payments directly to Lender.
Obtain
Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this
Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel
paper.
Other
Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial
Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may
have available at law, in equity, or otherwise.
Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Utah.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
Prohibited
Activities. Notwithstanding anything to the contrary in this Agreement, Grantor shall not be entitled to receive any notice of or
right to cure an Event of Default related to any Prohibited Activities.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Agreement or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Agreement, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees
to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided by applicable law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power
of Attorney. Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other
secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for
the perfection and the continuation of the perfection of Lender’s security interest in the Collateral.
Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors
and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in
a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.
Survival
of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive
the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Grantor’s Indebtedness shall be paid in full.
Time
is of the Essence. Time is of the essence in the performance of this Agreement.
Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party.
DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement.
The word “Agreement” means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Collateral.
The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described in
the Collateral Description section of this Agreement.
Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.
Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.
Grantor.
The word “Grantor” means FATPIPE, INC..
Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of
the Note.
Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the
Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Note.
The word “Note” means the Note dated September 30, 2026 and executed by FATPIPE, INC. in the principal amount of $4,500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or
credit agreement.
Prohibited
Activities. The words “Prohibited Activities” mean any activity relating to the use, sale, possession, cultivation, manufacture,
storage, distribution, or marketing of cannabis, marijuana, or marijuana-based products which constitutes in any manner a violation of
any applicable federal, state, or local law or regulation, regardless of whether applicable conflicting law permits the same.
Property.
The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in the
“Collateral Description” section of this Agreement.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER
30, 2026.
GRANTOR:
By:
[Signature in executed original]
FATPIPE, INC.
Ragula Bhaskar, CEO of FATPIPE,
INC.
10/1/2026
By:
[Signature in executed original]
Sanchaita Datta, President and CTO of FATPIPE,
INC.
10/1/2026
Commercial
Security Agreement
COMMERCIAL
SECURITY AGREEMENT
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$4,500,000.00
09-30-2026
10-01-2029
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Grantor:
FATPIPE
TECHNOLOGIES, INC
392
E WINCHESTER ST., STE. 500
SALT
LAKE CITY, UT 84107-8537
THIS
COMMERCIAL SECURITY AGREEMENT dated September 30, 2026, is made and executed among FATPIPE TECHNOLOGIES, INC (“Grantor”);
FATPIPE, INC. (“Borrower”); and KeyBank National Association (“Lender”).
GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL
DESCRIPTION. The word “Collateral” as used in this Agreement means the following described property, whether now owned
or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security
interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:
All
Inventory, Chattel Paper, Accounts, Equipment, General Intangibles and Fixtures In addition, the word “Collateral” also includes
all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:
(A)
All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein,
whether added now or later.
(B)
All products and produce of any of the property described in this Collateral section.
(C)
All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment
or other disposition of any of the property described in this Collateral section.
(D)
All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in
this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s insurer,
whether due to judgment, settlement or other process.
(E)
All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software
required to utilize, create, maintain, and process any such records or data on electronic media.
CROSS-COLLATERALIZATION.
In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of either Grantor or Borrower
to Lender, or any one or more of them, as well as all claims by Lender against Borrower and Grantor or any one or more of them, whether
now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due
or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor
may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether
recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such
amounts may be or hereafter may become otherwise unenforceable.
BORROWER’S
WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this Agreement or by applicable law, (A) Borrower agrees that Lender
need not tell Borrower about any action or inaction Lender takes in connection with this Agreement; (B) Borrower assumes the responsibility
for being and keeping informed about the Collateral; and (C) Borrower waives any defenses that may arise because of any action or inaction
of Lender, including without limitation any failure of Lender to realize upon the Collateral or any delay by Lender in realizing upon
the Collateral; and Borrower agrees to remain liable under the Note no matter what action Lender takes or fails to take under this Agreement.
GRANTOR’S
REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement is executed at Borrower’s request and not at the
request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender;
(C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower’s financial
condition; and (D) Lender has made no representation to Grantor about Borrower or Borrower’s creditworthiness.
GRANTOR’S
WAIVERS. Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or non-payment to Borrower or Grantor,
or any other party to the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower,
without first obtaining the consent of Grantor: (A) grant any extension of time for any payment, (B) grant any renewal, (C) permit any
modification of payment terms or other terms, or (D) exchange or release any Collateral or other security. No such act or failure to
act shall affect Lender’s rights against Grantor or the Collateral.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts
Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.
GRANTOR’S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to
Lender that:
Perfection
of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security
interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting
the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender
for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness
is paid in full and even though for a period of time Borrower may not be indebted to Lender.
Notices
to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender
may designate from time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s);
(3) change in the management of the Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor’s principal
office address; (6) change in Grantor’s state of organization; (7) conversion of Grantor to a new or different type of business
entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender.
No change in Grantor’s name or state of organization will take effect until after Lender has received notice.
No
Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor
is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.
Enforceability
of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform
Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws
and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral
have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account becomes
subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide
indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered
pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement
remains in effect, Grantor shall not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment under
or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall
have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.
Location
of the Collateral. Except in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent
the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s
address shown above or at such other locations as are acceptable to Lender. Upon Lender’s request, Grantor will deliver to Lender
in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations, including
without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing;
(3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.
Removal
of the Collateral. Except in the ordinary course of Grantor’s business, including the sales of inventory, Grantor shall not
remove the Collateral from its existing location without Lender’s prior written consent. To the extent that the Collateral consists
of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of
title for the vehicles outside the State of Utah, without Lender’s prior written consent. Grantor shall, whenever requested, advise
Lender of the exact location of the Collateral.
Transactions
Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise
provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor
is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers
who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor’s business does not include
a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit
the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in
this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security
interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason)
shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute
consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.
Title.
Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens
and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public
office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented.
Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.
Repairs
and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair
and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on,
or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be
filed against the Collateral.
Inspection
of Collateral. Lender and Lender’s designated representatives and agents shall have the right at all reasonable times to examine
and inspect the Collateral wherever located.
Taxes,
Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this
Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold
any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation
to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral
is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate
surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest,
costs, reasonable attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral.
Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees
to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely
manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized.
Compliance
with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental
authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all
laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production
of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion,
is not jeopardized.
No
Prohibited Activities. Grantor is not engaged in and none of the Collateral is now or will at any time be created by or used in connection
with any Prohibited Activities. Neither Borrower nor Grantor shall make any payments to Lender from funds derived from Prohibited Activities.
Borrower and Grantor agree to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties,
and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement. Notwithstanding
any provision in this Agreement or any Related Documents to the contrary, no direct or indirect disclosure to Lender and no knowledge
of Lender of the existence of any Prohibited Activities shall estop Lender or waive any right of Lender to invoke any remedy under the
Agreement or any Related Documents for any Prohibited Activities.
Hazardous
Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains
a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment,
disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on
Grantor’s due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental
Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of
this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction
of this Agreement.
Maintenance
of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability
coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least thirty (30) days’ prior written notice to Lender and not including
any disclaimer of the insurer’s liability for failure to give such a notice. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person.
In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender
with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance
as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including
if Lender so chooses “single interest insurance,” which will cover only Lender’s interest in the Collateral.
Application
of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral if the estimated cost of repair
or replacement exceeds $5000.00, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor
fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds
thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,
Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or
restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds
to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months
after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance
Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before
the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve
funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to
be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor
for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor’s
sole responsibility.
Insurance
Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information
as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining
that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than
annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.
Financing
Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s
security interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a
financing statement.
GRANTOR’S
RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor
may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that Grantor’s right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender’s security interest
in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time
and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make
payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before
or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral
if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender’s sole discretion, shall deem appropriate
under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the Indebtedness.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s
failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default.
DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Borrower fails to make any payment when due under the Indebtedness.
Other
Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in
any other agreement between Lender and Borrower or Grantor.
Default
in Favor of Third Parties. Borrower, any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s,
any guarantor’s or Grantor’s property or ability to perform their respective obligations under this Agreement or any of the
Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower’s or
Grantor’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at
the time made or furnished or becomes false or misleading at any time thereafter.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency.
The dissolution or termination of Borrower’s or Grantor’s existence as a going business, the insolvency of Borrower or Grantor,
the appointment of a receiver for any part of Borrower’s or Grantor’s property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or
Grantor.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any collateral securing the Indebtedness.
This includes a garnishment of any of Borrower’s or Grantor’s accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of
the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor
or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Adverse
Change. A material adverse change occurs in Borrower’s or Grantor’s financial condition, or Lender believes the prospect
of payment or performance of the Indebtedness is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies
or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Cure
Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of
the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written
notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than
fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights
of a secured party under the Utah Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of
the following rights and remedies:
Accelerate
Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Borrower would be required to pay,
immediately due and payable, without notice of any kind to Borrower or Grantor.
Assemble
Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of
title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to
Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession
of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor
agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
Sell
the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof
in Lender’s own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral
threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons
as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other
disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters
into and authenticates an agreement waiving that person’s right to notification of sale. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the
disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling
the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the
Note rate from date of expenditure until repaid.
Appoint
Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with
the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from
the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Grantor hereby waives any
requirement that the receiver be impartial and disinterested as to all of the parties and agrees that employment by Lender shall not
disqualify a person from serving as a receiver.
Collect
Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the
Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s
nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it
to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt
for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness
or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders,
documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender
may notify account debtors and obligors on any Collateral to make payments directly to Lender.
Obtain
Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this
Agreement. Borrower shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel
paper.
Other
Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial
Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may
have available at law, in equity, or otherwise.
Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Utah.
Joint
and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and several, and all references
to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each
Borrower and Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation,
partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers,
directors, partners, members, or other agents acting or purporting to act on the entity’s behalf, and any obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
Prohibited
Activities. Notwithstanding anything to the contrary in this Agreement, neither Borrower nor Grantor shall be entitled to receive
any notice of or right to cure an Event of Default related to any Prohibited Activities.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Agreement or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Agreement, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees
to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided by applicable law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power
of Attorney. Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other
secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for
the perfection and the continuation of the perfection of Lender’s security interest in the Collateral.
Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors
and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in
a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.
Survival
of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive
the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Borrower’s Indebtedness shall be paid in full.
Time
is of the Essence. Time is of the essence in the performance of this Agreement.
Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party.
DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement.
The word “Agreement” means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Collateral.
The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described in
the Collateral Description section of this Agreement.
Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.
Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.
Grantor.
The word “Grantor” means FATPIPE TECHNOLOGIES, INC.
Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of
the Note.
Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the
Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Note.
The word “Note” means the Note dated September 30, 2026 and executed by FATPIPE, INC. in the principal amount of $4,500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or
credit agreement.
Prohibited
Activities. The words “Prohibited Activities” mean any activity relating to the use, sale, possession, cultivation, manufacture,
storage, distribution, or marketing of cannabis, marijuana, or marijuana-based products which constitutes in any manner a violation of
any applicable federal, state, or local law or regulation, regardless of whether applicable conflicting law permits the same.
Property.
The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in the
“Collateral Description” section of this Agreement.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
BORROWER
AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT
IS DATED SEPTEMBER 30, 2026.
GRANTOR:
FATPIPE TECHNOLOGIES, INC
10/1/2026
By:
[Signature in executed original]
Ragula Bhaskar, CEO of FATPIPE
TECHNOLOGIES, INC
BORROWER:
FATPIPE, INC.
10/1/2026
10/1/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE, INC.
Sanchaita
Datta, President and CTO of FATPIPE, INC.
Commercial
Security Agreement
ADDENDUM
TO COMMERCIAL SECURITY AGREEMENT
Grantor:
FatPipe
Technologies, Inc.
Lender:
KeyBank
National Association
392
E. Winchester Street, Suite 500
UT-MM-Central
Comm. Banking Center
Salt
Lake City, UT 84107
36
S. State Street
Salt
Lake City, UT 84136
Borrower:
FatPipe,
Inc.
392
E. Winchester Street, Suite 500
Salt
Lake City, UT 84107
THIS
ADDENDUM TO COMMERCIAL SECURITY AGREEMENT dated as of September 30, 2026 (this “Addendum”) is made and executed by FATPIPE
TECHNOLOGIES, INC. (“Grantor”) and delivered to KEYBANK NATIONAL ASSOCIATION (“Lender”) amends and/or supplements
that certain Commercial Security Agreement executed and delivered by Grantor to Lender dated as of the date hereof (as amended, supplemented,
replaced, renewed or otherwise modified, the “Agreement”). Capitalized terms used herein without definition shall have the
meaning set forth in the Agreement.
1.
Incorporation. This Addendum supplements and sets forth certain additional terms and conditions with respect to the Agreement. This Addendum
is hereby made a part of and incorporated into the Agreement. Any reference to the Agreement shall also be a reference to this Addendum.
To the extent that any amendment or supplemental terms to this Addendum shall differ from the terms of the Agreement, the amendment or
supplemental terms of this Addendum shall control. Except as modified hereby, all terms and conditions of the Agreement remain in full
force and effect.
2.
Agreement Supplements. Notwithstanding anything to the contrary, the following is hereby added following the section entitled “Collateral
Description” as follows:
ADDITIONAL
GRANT OF COLLATERAL. In addition to all other Collateral as set forth herein, as security for the full and prompt payment and performance
by the Grantor of the Indebtedness, Grantor hereby pledges, hypothecates, mortgages, assigns, transfers, delivers, and grants to Lender
a Lien on, and security interest in, the following:
i.
All Patents, Trademarks and Copyrights.
As
used herein, “Patents, Trademarks and Copyrights” shall mean and include all of the Grantors’ present and future right,
title and interest in and to the following: all trade names, patent applications, patents, trademark applications (excluding any trademark
applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent-to-use” such
trademark), trademarks, copyrights and copyright applications, whether now owned or hereafter acquired by a Grantor, including all proceeds
thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the world and all reissues, divisions, continuations, renewals, extensions
and continuations-in-part thereof, and the goodwill of the business to which any of the patents, trademarks and copyrights relate;
ii.
All intellectual property of Grantor not included in the above description;
iii.
All customer lists; and
iv.
All proceeds of the foregoing
3.
Representations. Each of the undersigned represents and warrants to Lender that this Addendum has been duly executed and delivered by
the undersigned and constitutes the legal, valid and binding obligation of such person, and is enforceable in accordance with its terms.
4.
Counterparts. This Addendum may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement.
Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. Each of
the undersigned agrees that in any legal proceeding, a copy of this Addendum kept in Lender’s ordinary course of business may be
admitted into evidence as an original.
Grantor:
FATPIPE TECHNOLOGIES, INC.
10/1/2026
By:
Ragula Bhaskar, CEO of FATPIPE
TECHNOLOGIES, INC.
10/1/2026
By:
Sanchaita Datta, President
of FATPIPE TECHNOLOGIES, INC.
Borrower:
FATPIPE, INC.
10/1/2026
By:
Ragula Bhaskar, CEO of FATPIPE,
INC.
10/1/2026
By:
Sanchaita Datta, President
of FATPIPE, INC.
Commercial
Security Agreement
ADDENDUM
TO COMMERCIAL SECURITY AGREEMENT
Grantor:
FatPipe,
Inc.
Lender:
KeyBank
National Association
392
E. Winchester Street, Suite 500
UT-MM-Central
Comm. Banking Center
Salt
Lake City, UT 84107
36
S. State Street
Salt
Lake City, UT 84136
THIS
ADDENDUM TO COMMERCIAL SECURITY AGREEMENT dated as of September 30, 2026 (this “Addendum”) is made and executed by FATPIPE,
INC. (“Grantor”) and delivered to KEYBANK NATIONAL ASSOCIATION (“Lender”) amends and/or supplements that certain
Commercial Security Agreement executed and delivered by Grantor to Lender dated as of the date hereof (as amended, supplemented, replaced,
renewed or otherwise modified, the “Agreement”). Capitalized terms used herein without definition shall have the meaning
set forth in the Agreement.
1.
Incorporation. This Addendum supplements and sets forth certain additional terms and conditions with respect to the Agreement. This Addendum
is hereby made a part of and incorporated into the Agreement. Any reference to the Agreement shall also be a reference to this Addendum.
To the extent that any amendment or supplemental terms to this Addendum shall differ from the terms of the Agreement, the amendment or
supplemental terms of this Addendum shall control. Except as modified hereby, all terms and conditions of the Agreement remain in full
force and effect.
2.
Agreement Supplements. Notwithstanding anything to the contrary, the following is hereby added following the section entitled “Collateral
Description” as follows:
ADDITIONAL
GRANT OF COLLATERAL. In addition to all other Collateral as set forth herein, as security for the full and prompt payment and performance
by the Grantor of the Indebtedness, Grantor hereby pledges, hypothecates, mortgages, assigns, transfers, delivers, and grants to Lender
a Lien on, and security interest in, the following:
i.
All Patents, Trademarks and Copyrights.
As
used herein, “Patents, Trademarks and Copyrights” shall mean and include all of the Grantors’ present and future right,
title and interest in and to the following: all trade names, patent applications, patents, trademark applications (excluding any trademark
applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent-to-use” such
trademark), trademarks, copyrights and copyright applications, whether now owned or hereafter acquired by a Grantor, including all proceeds
thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the world and all reissues, divisions, continuations, renewals, extensions
and continuations-in-part thereof, and the goodwill of the business to which any of the patents, trademarks and copyrights relate;
ii.
All intellectual property of Grantor not included in the above description;
iii.
All customer lists; and
iv.
All proceeds of the foregoing
3.
Representations. Each of the undersigned represents and warrants to Lender that this Addendum has been duly executed and delivered by
the undersigned and constitutes the legal, valid and binding obligation of such person, and is enforceable in accordance with its terms.
4.
Counterparts. This Addendum may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement.
Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. Each of
the undersigned agrees that in any legal proceeding, a copy of this Addendum kept in Lender’s ordinary course of business may be
admitted into evidence as an original.
Grantor:
FATPIPE, INC.
10/1/2026
By:
Ragula Bhaskar, CEO of FATPIPE,
INC.
10/1/2026
By:
Sanchaita Datta, President
of FATPIPE, INC.
AGREEMENT
TO PROVIDE INSURANCE
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$4,500,000.00
09-30-2026
09-30-2029
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Grantor:
FATPIPE
TECHNOLOGIES, INC
392
E WINCHESTER ST., STE. 500
SALT
LAKE CITY, UT 84107-8537
INSURANCE
REQUIREMENTS. Grantor, FATPIPE TECHNOLOGIES, INC (“Grantor”), understands that insurance coverage is required in connection
with the extending of a loan or the providing of other financial accommodations to FATPIPE, INC. (“Borrower”) by Lender.
These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on
the following described collateral (the “Collateral”):
Collateral:
All Inventory, Equipment and Fixtures.
Type:
All risks, including fire, theft and liability.
Amount:
Full Insurable Value.
Basis:
Replacement value.
Endorsements:
Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written
notice to Lender.
Deductibles:
$5,000.00.
Latest
Delivery Date: By 10 days after the loan closing date.
INSURANCE
COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor
understands that credit may not be denied solely because insurance was not purchased through Lender.
INSURANCE
MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed, delivered or directed to
the following address:
KeyBank
National Association
Code: OH-01-51-0527
4910
Tiedeman Road
Brooklyn,
OH 44144
FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance
as provided above, with an effective date of September 30, 2026, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided
in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided
in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED
FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION,
THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.
AUTHORIZATION.
For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent
or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or
both.
GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER
30, 2026.
GRANTOR:
FATPIPE
TECHNOLOGIES, INC
10/1/2026
10/1/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE TECHNOLOGIES, INC
Sanchaita
Datta, President and CTO of FATPIPE TECHNOLOGIES, INC
FOR
LENDER USE ONLY
INSURANCE
VERIFICATION
DATE:
__________________________
PHONE
AGENT’S
NAME:
AGENCY:
ADDRESS:
INSURANCE
COMPANY:
POLICY
NUMBER:
EFFECTIVE
DATES:
COMMENTS:
AGREEMENT
TO PROVIDE INSURANCE
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$4,500,000.00
09-30-2026
10-01-2029
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Grantor:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
INSURANCE
REQUIREMENTS. Grantor, FATPIPE, INC. (“Grantor”), understands that insurance coverage is required in connection with
the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set forth in
the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral
(the “Collateral”):
Collateral:
All Inventory and Equipment.
Type:
All risks, including fire, theft and liability.
Amount:
Full Insurable Value.
Basis:
Replacement value.
Endorsements:
Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written
notice to Lender.
Deductibles:
$5,000.00.
Latest
Delivery Date: By 10 days after the loan closing date.
INSURANCE
COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor
understands that credit may not be denied solely because insurance was not purchased through Lender.
INSURANCE
MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed, delivered or directed to
the following address:
KeyBank
National Association
Code: OH-01-51-0527
4910
Tiedeman Road
Brooklyn,
OH 44144
FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance
as provided above, with an effective date of September 30, 2026, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided
in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided
in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED
FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION,
THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.
AUTHORIZATION.
For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent
or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or
both.
GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER
30, 2026.
GRANTOR:
FATPIPE,
INC.
10/1/2026
10/1/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE, INC.
Sanchaita
Datta, President and CTO of FATPIPE, INC.
FOR
LENDER USE ONLY
INSURANCE
VERIFICATION
DATE:
__________________________
PHONE
AGENT’S
NAME:
AGENCY:
ADDRESS:
INSURANCE
COMPANY:
POLICY
NUMBER:
EFFECTIVE
DATES:
COMMENTS:
COMMERCIAL
GUARANTY
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Guarantor:
FATPIPE
TECHNOLOGIES, INC
392
E WINCHESTER ST., STE. 500
SALT
LAKE CITY, UT 84107-8537
CONTINUING
GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full
and punctual payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s
obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender
can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated
to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness.
Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds,
without set-off or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents.
Under this Guaranty, Guarantor’s liability is unlimited and Guarantor’s obligations are continuing.
INDEBTEDNESS.
The word “Indebtedness” as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys’ fees, arising from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter
arising or acquired, that Borrower individually or collectively or interchangeably with others, owes or will owe Lender. “Indebtedness”
includes, without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities
and obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection agreements,
other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances, loans or transactions
that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations whether: voluntarily or involuntarily
incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated or unliquidated; determined or undetermined;
direct or indirect; primary or secondary in nature or arising from a guaranty or surety; secured or unsecured; joint or several or joint
and several; evidenced by a negotiable or non-negotiable instrument or writing; originated by Lender or another or others; barred or
unenforceable against Borrower for any reason whatsoever; for any transactions that may be voidable for any reason (such as infancy,
insanity, ultra vires or otherwise); and originated then reduced or extinguished and then afterwards increased or reinstated.
If
Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender’s rights under
all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate
any such other guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this Guaranty
and any such other unterminated guaranties.
CONTINUING
GUARANTY. THIS IS A “CONTINUING GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE
AND SATISFACTION OF THE INDEBTEDNESS OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING
BASIS. ACCORDINGLY, ANY PAYMENTS MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY
UNDER THIS GUARANTY FOR ANY REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO
BALANCE FROM TIME TO TIME.
DURATION
OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender
of any notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under
this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s
written notice of revocation must be mailed to Lender, by certified mail, at Lender’s address listed above or such other place
as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt
by Lender of Guarantor’s written revocation. For this purpose and without limitation, the term “new Indebtedness” does
not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which
later becomes absolute, liquidated, determined or due. For this purpose and without limitation, “new Indebtedness” does not
include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment that became binding
before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty shall bind Guarantor’s
estate as to the Indebtedness created both before and after Guarantor’s death or incapacity, regardless of Lender’s actual
notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or administrator or other legal representative
may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other
guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A
revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty.
It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness covered by this Guaranty, and Guarantor specifically
acknowledges and agrees that reductions in the amount of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination
of this Guaranty. This Guaranty is binding upon Guarantor and Guarantor’s heirs, successors and assigns so long as any of the Indebtedness
remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00).
GUARANTOR’S
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and
without lessening Guarantor’s liability under this Guaranty, from time to time: (A) prior to revocation as set forth above, to
make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend
additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest
on the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for
the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release
any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any
one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine
how, when and what application of payments and credits shall be made on the Indebtedness; (F) to apply such security and direct the order
or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement
or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part
of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.
GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s
request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions
of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not
result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially
all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial
and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s
financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s
financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor
as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis
information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that,
absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender
in the course of its relationship with Borrower.
GUARANTOR’S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to
extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment
of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender,
any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other
person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from
Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s
power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever.
Guarantor
also waives any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights
or defenses arising by reason of (1) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s
subrogation rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss
of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (2) any disability or other
defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from
any cause whatsoever, other than payment in full in legal tender, of the Indebtedness; (3) any right to claim discharge of the Indebtedness
on the basis of unjustified impairment of any Collateral for the Indebtedness; or (4) any statute of limitations, if at any time any
action or suit brought by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable
statute of limitations. Guarantor acknowledges and agrees that Guarantor’s obligations under this Guaranty shall apply to and continue
with respect to any amount paid to Lender which is subsequently recovered from Lender for any reason whatsoever (including without limitation
as a result of bankruptcy, insolvency or fraudulent conveyance proceeding), notwithstanding the fact that all or a part of the Indebtedness
may have been previously paid, or this Guaranty may have been terminated, or both.
Guarantor
also waives and agrees not to assert or take advantage of (1) any right (including the right, if any, under Utah’s one-action rule
as set forth in Utah Code Annotated, 1953, Section 78B-6-901) to require Lender to proceed against or exhaust any security held by Lender
at any time or to pursue any other remedy in Lender’s power before proceeding against Guarantor; (2) the release or surrender of
any security held for the payments of the Indebtedness; or (3) any defense based upon an election of remedies (including, if available,
an election of remedies to proceed by non-judicial foreclosure) by Lender which destroys or otherwise impairs the subrogation rights
of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both.
Guarantor
further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim
of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,
the Guarantor, or both.
Guarantor’s
Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s
full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective
only to the extent permitted by law or public policy.
Right
of Setoff. To the extent permitted by applicable law, Lender reserves a right of setoff in all Guarantor’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts
Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default,
and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.
Subordination
of Borrower’s Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall
be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent.
Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that
Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable
to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment
in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations
of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.
Miscellaneous
Provisions. The following miscellaneous provisions are a part of this Guaranty:
Amendments.
This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Guarantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone
else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions
of this Guaranty.
Governing
Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions.
Integration.
Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity
to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions and
parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all
losses, claims, damages, and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as a result of any
breach by Guarantor of the warranties, representations and agreements of this paragraph.
Interpretation.
In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed
to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower” and “Guarantor” respectively
shall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender” include
the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or
should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a
court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable.
If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other
agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed under this Guaranty.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Guaranty or required by law shall be given in
writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered in accordance with the law or with
this Guaranty, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized
overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid,
directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall
be effective upon delivery to Lender as provided in the section of this Guaranty entitled “DURATION OF GUARANTY.” Any party
may change its address for notices under this Guaranty by giving formal written notice to the other parties, specifying that the purpose
of the notice is to change the party’s address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor’s
current address. Unless otherwise provided by applicable law, if there is more than one Guarantor, any notice given by Lender to any
Guarantor is deemed to be notice given to all Guarantors.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of
dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s rights or of any of Guarantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
Successors
and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall be
binding upon and inure to the benefit of the parties, their successors and assigns.
Waive
Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Guarantor against the other.
Definitions.
The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Guarantor.
The word “Guarantor” means everyone signing this Guaranty, including without limitation FATPIPE TECHNOLOGIES, INC, and in
each case, any signer’s successors and assigns.
Guaranty.
The word “Guaranty” means this guaranty from Guarantor to Lender.
Indebtedness.
The word “Indebtedness” means Borrower’s indebtedness to Lender as more particularly described in this Guaranty.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Note.
The word “Note” means and includes without limitation all of Borrower’s promissory notes and/or credit agreements evidencing
Borrower’s loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancings of,
consolidations of and substitutions for promissory notes or credit agreements.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY
WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE
BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 30, 2026.
GUARANTOR:
FATPIPE
TECHNOLOGIES, INC
10/1/2026
10/1/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE TECHNOLOGIES, INC
Sanchaita
Datta, President and CTO of FATPIPE TECHNOLOGIES, INC
Exhibit
10.1 continued
FATPIPE,
INC.
KEYBANK
NATIONAL ASSOCIATION
$1,500,000
Revolving Line of Credit
Executed
Loan Documents
Dated
as of September 30, 2026
Business
Loan Agreement
Promissory
Note
Commercial
Security Agreements
Addenda
to Commercial Security Agreements
Agreements
to Provide Insurance
Commercial
Guaranty
Bank
account and customer identifiers have been redacted.
The
following text transcribes the executed documents.
Signature
images are identified as [Signature in executed original].
BUSINESS
LOAN AGREEMENT
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$1,500,000.00
09-30-2026
09-30-2027
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
THIS
BUSINESS LOAN AGREEMENT dated September 30, 2026, is made and executed between FATPIPE, INC. (“Borrower”) and KeyBank National
Association (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or
has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any
exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan,
Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting,
renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all
such Loans shall be and remain subject to the terms and conditions of this Agreement.
TERM.
This Agreement shall be effective as of September 30, 2026, and shall continue in full force and effect until such time as all of Borrower’s
Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys’ fees, and other fees
and charges, or until such time as the parties may agree in writing to terminate this Agreement.
LINE
OF CREDIT. The Indebtedness includes a revolving line of credit.
CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial Advance and each subsequent Advance under this Agreement
shall be subject to the fulfillment to Lender’s satisfaction of all of the conditions set forth in this Agreement and in the Related
Documents.
Loan
Documents. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting
to Lender security interests in the Collateral; (3) financing statements and all other documents perfecting Lender’s Security Interests;
(4) evidence of insurance as required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the
Loan; all in form and substance satisfactory to Lender and Lender’s counsel.
Borrower’s
Authorization. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing
the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel, may require.
Payment
of Fees and Expenses. Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as
specified in this Agreement or any Related Document.
Representations
and Warranties. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or
certificate delivered to Lender under this Agreement are true and correct.
No
Event of Default. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this
Agreement or under any Related Document.
REPRESENTATIONS
AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement
of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:
Organization.
Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under
and by virtue of the laws of the State of Utah. Borrower is duly authorized to transact business in all other states in which Borrower
is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing
business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure
to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority
to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains
an office at 392 E WINCHESTER ST., STE. 500, SALT LAKE CITY, UT 84107-8537. Unless Borrower has designated otherwise in writing, the
principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower
will notify Lender prior to any change in the location of Borrower’s state of organization or any change in Borrower’s name.
Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court
applicable to Borrower and Borrower’s business activities.
Assumed
Business Names. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used
by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does
business: None.
Authorization.
Borrower’s execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all
necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a)
Borrower’s articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower
or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower’s properties.
Financial
Information. Each of Borrower’s financial statements supplied to Lender truly and completely disclosed Borrower’s financial
condition as of the date of the statement, and there has been no material adverse change in Borrower’s financial condition subsequent
to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.
Legal
Effect. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered
will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.
No
Prohibited Activities. Borrower is not engaged in and none of the Collateral is created by or used in connection with any Prohibited
Activities. Borrower shall not make any payments to Lender from funds derived from Prohibited Activities. Borrower agrees to indemnify,
defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer resulting from a breach of this section of the Agreement. Notwithstanding any provision in this Agreement
or any Related Documents to the contrary, no direct or indirect disclosure to Lender and no knowledge of Lender of the existence of any
Prohibited Activities shall estop Lender or waive any right of Lender to invoke any remedy under the Agreement or any Related Documents
for any Prohibited Activities.
Properties.
Except as contemplated by this Agreement or as previously disclosed in Borrower’s financial statements or in writing to Lender
and as accepted by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title
to all of Borrower’s properties free and clear of all Security Interests, and has not executed any security documents or financing
statements relating to such properties. All of Borrower’s properties are titled in Borrower’s legal name, and Borrower has
not used or filed a financing statement under any other name for at least the last five (5) years.
Hazardous
Substances. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period
of Borrower’s ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release
or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge
of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any
prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating
to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use,
generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and
any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including
without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections
and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections
or tests made by Lender shall be at Borrower’s expense and for Lender’s purposes only and shall not be construed to create
any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained
herein are based on Borrower’s due diligence in investigating the Collateral for hazardous waste and Hazardous Substances. Borrower
hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for
cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims,
losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach
of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release
of a hazardous waste or substance on the Collateral. The provisions of this section of the Agreement, including the obligation to indemnify
and defend, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall
not be affected by Lender’s acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise.
Litigation
and Claims. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against
Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition
or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.
Taxes.
To the best of Borrower’s knowledge, all of Borrower’s tax returns and reports that are or were required to be filed, have
been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested
by Borrower in good faith in the ordinary course of business and for which adequate reserves have been provided.
Lien
Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements,
or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing
repayment of Borrower’s Loan and Note, that would be prior or that may in any way be superior to Lender’s Security Interests
and rights in and to such Collateral.
Binding
Effect. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof,
as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.
AFFIRMATIVE
COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:
Notices
of Claims and Litigation. Promptly inform Lender in writing of (1) all material adverse changes in Borrower’s financial condition,
and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower
or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.
Financial
Records. Maintain its books and records in accordance with GAAP, or an OCBOA acceptable to Lender, applied on a consistent basis,
and permit Lender to examine and audit Borrower’s books and records at all reasonable times.
Financial
Statements. Furnish Lender with such financial statements and other related information at such frequencies and in such detail as
Lender may reasonably request.
Additional
Information. Furnish such additional information and statements, as Lender may request from time to time.
Insurance.
Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower’s
properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy
also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or
default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security
interest for the Loans, Borrower will provide Lender with such lender’s loss payable or other endorsements as Lender may require.
Insurance
Reports. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender
may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount
of the policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and
the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more
often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value
or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.
Other
Agreements. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and
any other party and notify Lender immediately in writing of any default in connection with any other such agreements.
Loan
Proceeds. Use all Loan proceeds solely for Borrower’s business operations, unless specifically consented to the contrary by
Lender in writing.
Taxes,
Charges and Liens. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits,
prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s
properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge,
levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower
shall have established on Borrower’s books adequate reserves with respect to such contested assessment, tax, charge, levy, lien,
or claim in accordance with GAAP or an OCBOA acceptable to Lender.
Performance.
Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,
and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default
in connection with any agreement.
Operations.
Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable
and prudent manner.
Environmental
Studies. Promptly conduct and complete, at Borrower’s expense, all such investigations, studies, samplings and testings as
may be requested by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined
as toxic or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting
any property or any facility owned, leased or used by Borrower.
Compliance
with Governmental Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental
authorities applicable to the conduct of Borrower’s properties, businesses and operations, and to the use or occupancy of the Collateral,
including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior
to doing so and so long as, in Lender’s sole opinion, Lender’s interests in the Collateral are not jeopardized. Lender may
require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.
Inspection.
Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower’s
other properties and to examine or audit Borrower’s books, accounts, and records and to make copies and memoranda of Borrower’s
books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated
records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request
of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies
of any records it may request, all at Borrower’s expense.
Environmental
Compliance and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist,
as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity
is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities;
shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien,
citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional
action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment
and/or other natural resources.
Additional
Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments,
financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests.
RECOVERY
OF ADDITIONAL COSTS. If the imposition of or any change in any law, rule, regulation, guideline, or generally accepted accounting
principle, or the interpretation or application of any thereof by any court, administrative or governmental authority, or standard-setting
organization (including any request or policy not having the force of law) shall impose, modify or make applicable any taxes (except
federal, state or local income or franchise taxes imposed on Lender), reserve requirements, capital adequacy requirements or other obligations
which would (A) increase the cost to Lender for extending or maintaining the credit facilities to which this Agreement relates, (B) reduce
the amounts payable to Lender under this Agreement or the Related Documents, or (C) reduce the rate of return on Lender’s capital
as a consequence of Lender’s obligations with respect to the credit facilities to which this Agreement relates, then Borrower agrees
to pay Lender such additional amounts as will compensate Lender therefor, within five (5) days after Lender’s written demand for
such payment, which demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail
of the additional amounts payable by Borrower, which explanation and calculations shall be conclusive in the absence of manifest error.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s
failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents,
Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity.
NEGATIVE
COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior
written consent of Lender:
Indebtedness
and Liens. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement,
create, incur or assume indebtedness for borrowed money, including finance leases, (2) sell, transfer, mortgage, assign, pledge, lease,
grant a security interest in, or encumber any of Borrower’s assets (except as allowed as Permitted Liens), or (3) sell with recourse
any of Borrower’s accounts receivable, except to Lender.
Continuity
of Operations. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2)
cease operations, liquidate, merge or restructure as a legal entity (whether by division or otherwise), consolidate with or acquire any
other entity, change its name, convert to another type of entity or redomesticate, dissolve or transfer or sell Collateral out of the
ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable in its stock), provided,
however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from
the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined in the Internal Revenue Code of 1986, as
amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders
to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely
from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower’s stock, or purchase
or retire any of Borrower’s outstanding shares or alter or amend Borrower’s capital structure.
Prohibited
Activities. Engage in, or permit the Collateral to be created by or used in connection with, any Prohibited Activities.
Loans,
Acquisitions and Guaranties. (1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase,
create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.
CESSATION
OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement,
Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under
the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B)
Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is
adjudged a bankrupt; (C) there occurs a material adverse change in Borrower’s financial condition, in the financial condition of
any Guarantor, or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such Guarantor’s guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself
insecure, even though no Event of Default shall have occurred.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.
DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Borrower fails to make any payment when due under the Loan.
Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Borrower.
Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
or any Grantor’s property or Borrower’s or any Grantor’s ability to repay the Loans or perform their respective obligations
under this Agreement or any of the Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or
becomes false or misleading at any time thereafter.
Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
Change
in Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of the Loan is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Right
to Cure. If any default, other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not
been given a notice of a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case
may be, after Lender sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default
within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s
sole discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.
EFFECT
OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents,
all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate
(including any obligation to make further Loan Advances or disbursements), and, at Lender’s option, all Indebtedness immediately
will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described
in the “Insolvency” subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have
all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited
by applicable law, all of Lender’s rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Borrower or of any Grantor shall not affect Lender’s right to declare a default and to exercise its
rights and remedies.
APPLICABILITY
OF AGREEMENT TERMS. Borrower acknowledges and agrees that: (i) notwithstanding the inclusion of any final maturity date set forth
in the “Term” section above, this Agreement will remain in effect, as provided in such section, until all outstanding Loans
have been paid in full; (ii) the terms and conditions set forth in this Agreement will apply to and govern all Loans by Lender to Borrower,
other than demand Loans; and (iii) in the event of a conflict between the terms of any promissory note or other evidence of indebtedness
relating to a Loan and this Agreement, the terms of this Agreement will control; provided, however, that the inclusion of additional
representations, warranties, covenants, events of default or other terms in a promissory note or other evidence of indebtedness will
not be deemed to conflict with the terms of this Agreement unless such additional terms and the terms of this Agreement cannot be reconciled.
ADDITIONAL
COVENANTS AND DEFINITIONS. Borrower shall maintain the following covenants under this Agreement.
ACCOUNTS
RECEIVABLE AGING (B). Borrower to provide Accounts Receivable Aging within 45 days of each fiscal Quarter.
BUDGET
(B). Borrower to provide Budget within 60 days of each fiscal Year.
COVENANT
COMPLIANCE CERTIFICATE (B). Borrower to provide Covenant Compliance Certificate within 45 days of each fiscal Quarter.
INVENTORY
REPORT (B). Borrower to provide Inventory Report within 45 days of each fiscal Quarter.
COVENANT
COMPLIANCE CERTIFICATE (B). Borrower to provide Covenant Compliance Certificate within 120 days of each fiscal Year.
INTERIM
STATEMENTS (CONSOLIDATED). As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any
event within 45 days thereafter, financial statements prepared on a Consolidated and consolidating basis, including income statement,
balance sheet, and a comparison to prior year interim as of the end of such Quarter.
ANNUAL
STATEMENTS (CONSOLIDATED). As soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter,
audited financial statements prepared on a Consolidated and consolidating basis, including income statement, balance sheet, statement
of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower
for such year, setting forth in each case in comparative form the figures for the previous fiscal year.
TOTAL
FUNDED DEBT / EBITDA. Borrower shall maintain a ratio of Total Funded Debt to EBITDA of not greater than 2.500, tested at the end
of each fiscal Quarter, measured on the basis set forth below: “EBITDA” means total net income (excluding extraordinary gains
/ losses, including those arising on sale of fixed assets) plus interest expense, income tax expense, depreciation, amortization expense,
each calculated on a rolling four (4)-quarter basis. ““Total Funded Debt” means the sum without duplication for a Borrower
and/or any of its subsidiaries of (1) all indebtedness for borrowed money, whether maturing in less than or more than one year, plus
(2) all bonds, notes, debentures or similar debt instruments plus (3) all capitalized lease obligations plus (4) the present value of
all basic rental obligations under any synthetic lease.
FIXED
CHARGE COVERAGE RATIO. Borrower shall maintain a Fixed Charge Coverage Ratio of 1.200, tested at the end of each fiscal Quarter,
measured on the basis set forth below: “Fixed Charge Coverage Ratio” means, as of the date of determination, the ratio of
EBITDA, for the period, to the sum of (a) the aggregate of all principal payments required to be made on debt (including capitalized
lease obligations) during the period of twelve (12) consecutive months prior to the date of determination, plus (b) interest expense,
plus (c) tax expense, plus (d) Unfunded Capital Expenses, plus (e) dividends and distributions. ““EBITDA” means total
net income (excluding extraordinary gains / losses, including those arising on sale of fixed assets) plus interest expense, income tax
expense, depreciation, amortization expense, each calculated on a rolling four (4)-quarter basis. ““Unfunded Capital Expenses”
means, for the period, capital expenditures made from Borrower’s funds other than funds borrowed to finance such Capital Expenditures.
‘“Capital Expenditures” means net fixed assets at the end of the period less net fixed assets at the beginning of the
period plus depreciation expense for the period. .
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Borrower agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Consent
to Loan Participation. Borrower agrees and consents to Lender’s sale or transfer, whether now or later, of one or more participation
interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other
matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower
additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation
interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of
such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of
such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender
or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce
Borrower’s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower
further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have against Lender.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Utah.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender’s rights or
of any of Borrower’s or any Grantor’s obligations as to any future transactions. Whenever the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances
where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Agreement or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Agreement, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees
to keep Lender informed at all times of Borrower’s current address. Unless otherwise provided by applicable law, if there is more
than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.
Prohibited
Activities. Notwithstanding anything to the contrary in this Agreement, Borrower shall not be entitled to receive any notice of or
right to cure an Event of Default related to any Prohibited Activities.
Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Subsidiaries
and Affiliates of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without
limitation any representation, warranty or covenant, the word “Borrower” as used in this Agreement shall include all of Borrower’s
subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require
Lender to make any Loan or other financial accommodation to any of Borrower’s subsidiaries or affiliates.
Successors
and Assigns. All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall
bind Borrower’s successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall
not, however, have the right to assign Borrower’s rights under this Agreement or any interest therein, without the prior written
consent of Lender.
Survival
of Representations and Warranties. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations,
warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender
under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such
representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents,
shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in
full force and effect until such time as Borrower’s Indebtedness shall be paid in full, or until this Agreement shall be terminated
in the manner provided above, whichever is the last to occur.
Time
is of the Essence. Time is of the essence in the performance of this Agreement.
Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party.
DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words
and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of this Agreement:
Advance.
The word “Advance” means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower’s behalf on a
line of credit or multiple advance basis under the terms and conditions of this Agreement.
Agreement.
The word “Agreement” means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from
time to time, together with all exhibits and schedules attached to this Business Loan Agreement from time to time.
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Collateral.
The word “Collateral” means all property and assets granted as collateral security for a Loan, whether real or personal property,
whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest,
mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor’s lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.
Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.
Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.
GAAP.
The word “GAAP” means generally accepted accounting principles.
Grantor.
The word “Grantor” means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan,
including without limitation all Borrowers granting such a Security Interest.
Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Loan.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of
the Note.
Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the
Related Documents.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Loan.
The word “Loan” means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing,
and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit
or schedule attached to this Agreement from time to time.
Note.
The word “Note” means the Note dated September 30, 2026 and executed by FATPIPE, INC. in the principal amount of $1,500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or
credit agreement.
OCBOA.
The term “OCBOA” means Other Comprehensive Basis of Accounting, as designated by Lender in writing as an acceptable alternative
to GAAP.
Permitted
Liens. The words “Permitted Liens” mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender;
(2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet
delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the
ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph
of this Agreement titled “Indebtedness and Liens”; (5) liens and security interests which, as of the date of this Agreement,
have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute
an immaterial and insignificant monetary amount with respect to the net value of Borrower’s assets.
Prohibited
Activities. The words “Prohibited Activities” mean any activity relating to the use, sale, possession, cultivation, manufacture,
storage, distribution, or marketing of cannabis, marijuana, or marijuana-based products which constitutes in any manner a violation of
any applicable federal, state, or local law or regulation, regardless of whether applicable conflicting law permits the same.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Loan.
Security
Agreement. The words “Security Agreement” mean and include without limitation any agreements, promises, covenants, arrangements,
understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating
a Security Interest.
Security
Interest. The words “Security Interest” mean, without limitation, any and all types of collateral security, present and
future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge,
chattel mortgage, collateral chattel mortgage, chattel trust, factor’s lien, equipment trust, conditional sale, trust receipt,
lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever
whether created by law, contract, or otherwise.
FINAL
AGREEMENT. Borrower understands that this Agreement and the related loan documents are the final expression of the agreement between
Lender and Borrower and may not be contradicted by evidence of any alleged oral agreement.
BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT
IS DATED SEPTEMBER 30, 2026.
BORROWER:
FATPIPE,
INC.
9/30/2026
9/30/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Sanchaita
Datta, President and CTO of FATPIPE, INC.
Ragula
Bhaskar, CEO of FATPIPE, INC.
LENDER:
KEYBANK
NATIONAL ASSOCIATION
9/30/2026
By:
[Signature in executed original]
Authorized
Signer
PROMISSORY
NOTE
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$1,500,000.00
09-30-2026
09-30-2027
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE, INC.
Lender:
KeyBank
National Association
392 E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Principal
Amount: $1,500,000.00
Date
of Note: September 30, 2026
PROMISE
TO PAY. FATPIPE, INC. (“Borrower”) promises to pay to KeyBank National Association (“Lender”), or order,
in lawful money of the United States of America, the principal amount of One Million Five Hundred Thousand & 00/100 Dollars ($1,500,000.00)
or so much as may be outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall
be calculated from the date of each advance until repayment of each advance.
PAYMENT.
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on September 30, 2027. In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning November 1, 2026, with
all subsequent interest payments to be due on the same day of each month after that. Unless otherwise agreed or required by applicable
law, payments will be applied to first pay interest accrued to the day Lender receives the payment, then to bring principal current,
then to pay any late fees, and then Lender will apply any remaining balance to reduce principal. Borrower will pay Lender at Lender’s
address shown above or at such other place as Lender may designate in writing.
INTEREST
RATE. Interest on the unpaid principal amount of this Note will be calculated as described in the “INTEREST CALCULATION METHOD”
paragraph using an interest rate on this Note equal to the sum of (i) the Adjusted Daily SOFR Index plus (ii) 3.00 percentage points
(the “Margin) all as further described in this Note and referred to herein as the interest rate on this Note. As of September 25,
2026, the Index (as defined below) is 3.90 per annum and is only one component of the formula for calculating the Adjusted Daily SOFR
Index (as defined below). Notice: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by
applicable law.
VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index which
is the secured overnight financing rate published by the Federal Reserve Bank of New York (or a successor administrator of the secured
overnight financing rate) on its website at approximately 8:00am (New York City time) each business day for the immediately preceding
business day (the “Index”). The foregoing Index is used as a component to determine Adjusted Daily SOFR Index (defined below).
The Adjusted Daily SOFR Index is the index used on this Note. Lender will tell Borrower the current Index and the Adjusted Daily SOFR
Index on Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender
may make loans based on other rates as well. “Adjusted Daily SOFR Index” means, for any business day that it is determined,
an interest rate per annum, (rounded upwards to the next higher whole multiple of 1/16th if such rate is not a multiple, unless a related
hedge agreement with the Lender as the counterparty is in effect with respect to this Note) reset each business day, equal to the greater
of (a) the sum of (i) the Index for the day that is five business days prior to the determination date, published on the administrator’s
website at approximately 8:00 a.m. (New York City time) on the business day immediately succeeding such date (and which is four business
days preceding the determination date), plus (ii) the 0.00 percentage points (the “Index Adjustment”) and (b) 0.00% (the
“Floor”). As an example (assuming each day is a business day), if the Index is reset on the 15th day of a month, the Index
will be the Index for the 10th day of the month, which is published on the 11th day of such month. Any change in the Adjusted Daily SOFR
Index will change the interest rate on this Note on the next change date without notice to you. For the purposes calculating interest
on this Note, a “business day” includes any day that is not a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United State government securities.
The
Lender does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the administration of, submission
of, calculation of or any other matter related to the Index, any component definition thereof or rates referenced in the definition thereof
or which any alternative, comparable or successor index will be similar to, or produce the same value or economic equivalence of, or
have the same volume or liquidity as, the Index or any other index, or (b) the effect, implementation or composition of any changes made
to effect the Replacement Index pursuant to the “REPLACEMENT INDEX” paragraph.
If
for any reason the Lender cannot determine the rate fixed by the applicable administrator (other than in the circumstances contemplated
by clause (a) of “Replacement Event”, below) to determine the Index (or any component thereof) as contemplated by the definition
of such rate, the Lender may, in its sole but reasonable discretion, utilize a rate determined by the Lender to be a commercially reasonable
alternative for the purposes of the Index (or such component) hereunder.
INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over
a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is computed using this method.
PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the foregoing,
Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather,
early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s
rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning
disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full”
of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed
or delivered to: KeyBank National Association, UT-MM-Central Commercial Banking Center, 36 S. State Street, Salt Lake City, UT 84136.
LATE
CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment
or $50.00, whichever is greater.
INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding
an additional 3.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding
interest rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum
interest rate limitations under applicable law.
DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:
Payment
Default. Borrower fails to make any payment when due under this Note.
Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or
in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.
Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related
documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under
this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Insolvency.
The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not
apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
Change
In Ownership. Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance
of this Note is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by
this Note.
Cure
Provisions. If any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of
the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice
to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen
(15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately
due, and then Borrower will pay that amount.
ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender
that amount. This includes, subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including without limitation all reasonable attorneys’ fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.
JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.
GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of
the State of Utah without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Utah.
DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts
Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.
LINE
OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing
by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications,
instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s office shown above. Borrower agrees
to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of
Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on
this Note or by Lender’s internal records, including daily computer print-outs.
AUTHORIZATION
TO CHARGE DEPOSIT ACCOUNT FOR LOAN PAYMENTS. Borrower hereby authorizes Lender automatically to deduct from Borrower’s designated
deposit account (“Account”), payments due on the loan on the date each payment is due.
Borrower
authorizes Lender to deduct amounts subject to change without prior notification to Borrower of the new amount to be deducted due to:
(1) late charges assessed; (2) delinquent amounts due or (3) any other payment amount required under the terms of the loan. If the funds
in the Account are insufficient to cover any payment, Lender shall not be obligated to advance funds to cover the payment. Lender shall
not be liable for dishonoring checks or other items due to insufficient funds caused by the honoring of this Authorization.
Borrower
may terminate this authorization by giving not less than three (3) days prior written notice to the Loan Services Department. This authorization
may be terminated at any time by Lender.
REPLACEMENT
INDEX. If (a) the administrator of the Index (including any Replacement Index, as defined below), any governmental authority or official
with jurisdiction over such administrator, or any regulatory body has ceased, or has issued a public statement that the administrator
of the Index, or any component thereof, has ceased or will cease to provide the Index (or any component thereof) (unless a substitute
administrator of the Index will continue to provide the Index (or such component), or that the Index (or any component thereof) is no
longer representative, or (b) the Lender shall not have been able to determine the rate fixed by the applicable administrator pursuant
to the preceding paragraph for a period of ten business days or more (each, a “Replacement Event”), then the Lender may designate
a replacement index which shall become the new Index hereunder (the “Replacement Index”). If the Replacement Index would
be less than zero, the Replacement Index will be deemed to be no less than the Floor. The Lender may also designate such amendments and
adjustments to the Margin, or impose a new margin to accompany the Replacement Index (the “Replacement Margin”). Any such
amendments and adjustments or Replacement Margin may have a positive or negative value, or have a value of zero. In selecting a Replacement
Index and, if applicable, a Replacement Margin, the Lender may take into account evolving market conventions and recommendations of governmental
and quasi-governmental authorities or of a committee officially endorsed or convened by such authorities for the purpose of recommending
a replacement for such Index. Any such amendments to the terms of this Note or any agreement entered into in connection with this Note
(a “Loan Document”) designated by the Lender will become effective and bind the Borrower after the Lender gives written notice
to the Borrower of such designation (or on such later date as the Lender may specify in such notice), without any other action by or
consent of the Borrower. The Lender may also designate such other and further amendments to this Note or any Loan Document to make any
conforming, technical, administrative or operational changes (including, without limitation, changes to timing and frequency of determining
rates and making payments of interest and other administrative matters) that the Lender determines to be appropriate to implement the
substitute index and to permit administration thereof by the Lender (collectively, “Conforming Amendments”). Any such Conforming
Amendments will become effective and bind the Borrower after the Lender gives written notice to the Borrower of such Conforming Amendments
(or on such later date as the Lender may specify in such notice), without any action of or consent by the Borrower. If the Lender cannot
determine the Index prior to the expiration of either 10-business day period referred to in this Note as a result of such Replacement
Event, the Lender may utilize a rate determined in accordance with this for the remainder of such 10-business day period. Each selection,
designation or other determination pursuant to this paragraph shall be made by the Lender in its sole discretion.
SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.
BUSINESS
LOAN AGREEMENT. The terms and conditions set forth in any Business Loan Agreement executed by Borrower apply to the Loan evidenced
by this Note. In the event of a conflict between the terms of this Note and the Business Loan Agreement, the terms of the Business Loan
Agreement will control.
GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses
this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms
of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation
maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length
of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security
interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.
PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
By:
[Signature in executed original]
FATPIPE, INC.
9/30/2026
Sanchaita Datta, President
and CTO of FATPIPE, INC.
By:
[Signature in executed original]
Ragula Bhaskar, CEO of FATPIPE, INC.
9/30/2026
Commercial
Security Agreement
COMMERCIAL
SECURITY AGREEMENT
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$1,500,000.00
09-30-2026
09-30-2027
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Grantor:
FATPIPE
TECHNOLOGIES, INC
392
E WINCHESTER ST., STE. 500
SALT
LAKE CITY, UT 84107-8537
THIS
COMMERCIAL SECURITY AGREEMENT dated September 30, 2026, is made and executed among FATPIPE TECHNOLOGIES, INC (“Grantor”);
FATPIPE, INC. (“Borrower”); and KeyBank National Association (“Lender”).
GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL
DESCRIPTION. The word “Collateral” as used in this Agreement means the following described property, whether now owned
or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security
interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:
All
Inventory, Chattel Paper, Accounts, Equipment, General Intangibles and Fixtures In addition, the word “Collateral” also includes
all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located:
(A)
All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein,
whether added now or later.
(B)
All products and produce of any of the property described in this Collateral section.
(C)
All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment
or other disposition of any of the property described in this Collateral section.
(D)
All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in
this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s insurer,
whether due to judgment, settlement or other process.
(E)
All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software
required to utilize, create, maintain, and process any such records or data on electronic media.
CROSS-COLLATERALIZATION.
In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of either Grantor or Borrower
to Lender, or any one or more of them, as well as all claims by Lender against Borrower and Grantor or any one or more of them, whether
now existing or hereafter arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due
or not due, direct or indirect, determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Borrower or Grantor
may be liable individually or jointly with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether
recovery upon such amounts may be or hereafter may become barred by any statute of limitations, and whether the obligation to repay such
amounts may be or hereafter may become otherwise unenforceable.
BORROWER’S
WAIVERS AND RESPONSIBILITIES. Except as otherwise required under this Agreement or by applicable law, (A) Borrower agrees that Lender
need not tell Borrower about any action or inaction Lender takes in connection with this Agreement; (B) Borrower assumes the responsibility
for being and keeping informed about the Collateral; and (C) Borrower waives any defenses that may arise because of any action or inaction
of Lender, including without limitation any failure of Lender to realize upon the Collateral or any delay by Lender in realizing upon
the Collateral; and Borrower agrees to remain liable under the Note no matter what action Lender takes or fails to take under this Agreement.
GRANTOR’S
REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) this Agreement is executed at Borrower’s request and not at the
request of Lender; (B) Grantor has the full right, power and authority to enter into this Agreement and to pledge the Collateral to Lender;
(C) Grantor has established adequate means of obtaining from Borrower on a continuing basis information about Borrower’s financial
condition; and (D) Lender has made no representation to Grantor about Borrower or Borrower’s creditworthiness.
GRANTOR’S
WAIVERS. Grantor waives all requirements of presentment, protest, demand, and notice of dishonor or non-payment to Borrower or Grantor,
or any other party to the Indebtedness or the Collateral. Lender may do any of the following with respect to any obligation of any Borrower,
without first obtaining the consent of Grantor: (A) grant any extension of time for any payment, (B) grant any renewal, (C) permit any
modification of payment terms or other terms, or (D) exchange or release any Collateral or other security. No such act or failure to
act shall affect Lender’s rights against Grantor or the Collateral.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts
Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.
GRANTOR’S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to
Lender that:
Perfection
of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security
interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting
the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender
for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness
is paid in full and even though for a period of time Borrower may not be indebted to Lender.
Notices
to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender
may designate from time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s);
(3) change in the management of the Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor’s principal
office address; (6) change in Grantor’s state of organization; (7) conversion of Grantor to a new or different type of business
entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender.
No change in Grantor’s name or state of organization will take effect until after Lender has received notice.
No
Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor
is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.
Enforceability
of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform
Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws
and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral
have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account becomes
subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide
indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered
pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement
remains in effect, Grantor shall not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment under
or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall
have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.
Location
of the Collateral. Except in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent
the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s
address shown above or at such other locations as are acceptable to Lender. Upon Lender’s request, Grantor will deliver to Lender
in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations, including
without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing;
(3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.
Removal
of the Collateral. Except in the ordinary course of Grantor’s business, including the sales of inventory, Grantor shall not
remove the Collateral from its existing location without Lender’s prior written consent. To the extent that the Collateral consists
of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of
title for the vehicles outside the State of Utah, without Lender’s prior written consent. Grantor shall, whenever requested, advise
Lender of the exact location of the Collateral.
Transactions
Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise
provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor
is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers
who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor’s business does not include
a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit
the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in
this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security
interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason)
shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute
consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.
Title.
Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens
and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public
office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented.
Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.
Repairs
and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair
and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on,
or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be
filed against the Collateral.
Inspection
of Collateral. Lender and Lender’s designated representatives and agents shall have the right at all reasonable times to examine
and inspect the Collateral wherever located.
Taxes,
Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this
Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold
any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation
to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral
is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate
surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest,
costs, reasonable attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral.
Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees
to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely
manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized.
Compliance
with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental
authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all
laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production
of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion,
is not jeopardized.
No
Prohibited Activities. Grantor is not engaged in and none of the Collateral is now or will at any time be created by or used in connection
with any Prohibited Activities. Neither Borrower nor Grantor shall make any payments to Lender from funds derived from Prohibited Activities.
Borrower and Grantor agree to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties,
and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement. Notwithstanding
any provision in this Agreement or any Related Documents to the contrary, no direct or indirect disclosure to Lender and no knowledge
of Lender of the existence of any Prohibited Activities shall estop Lender or waive any right of Lender to invoke any remedy under the
Agreement or any Related Documents for any Prohibited Activities.
Hazardous
Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains
a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment,
disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on
Grantor’s due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental
Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of
this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction
of this Agreement.
Maintenance
of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability
coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least thirty (30) days’ prior written notice to Lender and not including
any disclaimer of the insurer’s liability for failure to give such a notice. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person.
In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender
with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance
as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including
if Lender so chooses “single interest insurance,” which will cover only Lender’s interest in the Collateral.
Application
of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral if the estimated cost of repair
or replacement exceeds $5000.00, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor
fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds
thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,
Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or
restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds
to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months
after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance
Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before
the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve
funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to
be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor
for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor’s
sole responsibility.
Insurance
Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information
as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining
that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than
annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.
Financing
Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s
security interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a
financing statement.
GRANTOR’S
RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor
may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that Grantor’s right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender’s security interest
in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time
and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make
payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before
or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral
if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender’s sole discretion, shall deem appropriate
under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the Indebtedness.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s
failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default.
DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Borrower fails to make any payment when due under the Indebtedness.
Other
Defaults. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in
any other agreement between Lender and Borrower or Grantor.
Default
in Favor of Third Parties. Borrower, any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s,
any guarantor’s or Grantor’s property or ability to perform their respective obligations under this Agreement or any of the
Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or Grantor or on Borrower’s or
Grantor’s behalf under this Agreement or the Related Documents is false or misleading in any material respect, either now or at
the time made or furnished or becomes false or misleading at any time thereafter.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency.
The dissolution or termination of Borrower’s or Grantor’s existence as a going business, the insolvency of Borrower or Grantor,
the appointment of a receiver for any part of Borrower’s or Grantor’s property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower or
Grantor.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Borrower or Grantor or by any governmental agency against any collateral securing the Indebtedness.
This includes a garnishment of any of Borrower’s or Grantor’s accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by Borrower or Grantor as to the validity or reasonableness of
the claim which is the basis of the creditor or forfeiture proceeding and if Borrower or Grantor gives Lender written notice of the creditor
or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.
Adverse
Change. A material adverse change occurs in Borrower’s or Grantor’s financial condition, or Lender believes the prospect
of payment or performance of the Indebtedness is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies
or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Cure
Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of
the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written
notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than
fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights
of a secured party under the Utah Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of
the following rights and remedies:
Accelerate
Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Borrower would be required to pay,
immediately due and payable, without notice of any kind to Borrower or Grantor.
Assemble
Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of
title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to
Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession
of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor
agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
Sell
the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof
in Lender’s own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral
threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons
as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other
disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters
into and authenticates an agreement waiving that person’s right to notification of sale. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the
disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling
the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the
Note rate from date of expenditure until repaid.
Appoint
Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with
the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from
the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Grantor hereby waives any
requirement that the receiver be impartial and disinterested as to all of the parties and agrees that employment by Lender shall not
disqualify a person from serving as a receiver.
Collect
Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the
Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s
nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it
to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt
for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness
or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders,
documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender
may notify account debtors and obligors on any Collateral to make payments directly to Lender.
Obtain
Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Borrower for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this
Agreement. Borrower shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel
paper.
Other
Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial
Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may
have available at law, in equity, or otherwise.
Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Utah.
Joint
and Several Liability. All obligations of Borrower and Grantor under this Agreement shall be joint and several, and all references
to Grantor shall mean each and every Grantor, and all references to Borrower shall mean each and every Borrower. This means that each
Borrower and Grantor signing below is responsible for all obligations in this Agreement. Where any one or more of the parties is a corporation,
partnership, limited liability company or similar entity, it is not necessary for Lender to inquire into the powers of any of the officers,
directors, partners, members, or other agents acting or purporting to act on the entity’s behalf, and any obligations made or created
in reliance upon the professed exercise of such powers shall be guaranteed under this Agreement.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
Prohibited
Activities. Notwithstanding anything to the contrary in this Agreement, neither Borrower nor Grantor shall be entitled to receive
any notice of or right to cure an Event of Default related to any Prohibited Activities.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Agreement or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Agreement, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees
to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided by applicable law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power
of Attorney. Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other
secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for
the perfection and the continuation of the perfection of Lender’s security interest in the Collateral.
Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors
and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in
a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.
Survival
of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive
the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Borrower’s Indebtedness shall be paid in full.
Time
is of the Essence. Time is of the essence in the performance of this Agreement.
Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party.
DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement.
The word “Agreement” means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Collateral.
The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described in
the Collateral Description section of this Agreement.
Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.
Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.
Grantor.
The word “Grantor” means FATPIPE TECHNOLOGIES, INC.
Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of
the Note.
Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the
Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Note.
The word “Note” means the Note dated September 30, 2026 and executed by FATPIPE, INC. in the principal amount of $1,500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or
credit agreement.
Prohibited
Activities. The words “Prohibited Activities” mean any activity relating to the use, sale, possession, cultivation, manufacture,
storage, distribution, or marketing of cannabis, marijuana, or marijuana-based products which constitutes in any manner a violation of
any applicable federal, state, or local law or regulation, regardless of whether applicable conflicting law permits the same.
Property.
The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in the
“Collateral Description” section of this Agreement.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
BORROWER
AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREE TO ITS TERMS. THIS AGREEMENT
IS DATED SEPTEMBER 30, 2026.
GRANTOR:
FATPIPE
TECHNOLOGIES, INC
9/30/2026
9/30/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE TECHNOLOGIES, INC
Sanchaita
Datta, President and CTO of FATPIPE TECHNOLOGIES, INC
BORROWER:
FATPIPE,
INC.
9/30/2026
9/30/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Sanchaita
Datta, President and CTO of FATPIPE, INC.
Ragula
Bhaskar, CEO of FATPIPE, INC.
Commercial
Security Agreement
COMMERCIAL
SECURITY AGREEMENT
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$1,500,000.00
09-30-2026
09-30-2027
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Grantor:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
THIS
COMMERCIAL SECURITY AGREEMENT dated September 30, 2026, is made and executed between FATPIPE, INC. (“Grantor”) and KeyBank
National Association (“Lender”).
GRANT
OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness
and agrees that Lender shall have the rights stated in this Agreement with respect to the Collateral, in addition to all other rights
which Lender may have by law.
COLLATERAL
DESCRIPTION. The word “Collateral” as used in this Agreement means the following described property, whether now owned
or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security
interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement:
All
inventory, equipment, accounts (including but not limited to all health-care-insurance receivables), chattel paper, instruments (including
but not limited to all promissory notes), letter-of-credit rights, letters of credit, documents, deposit accounts, investment property,
money, other rights to payment and performance, and general intangibles (including but not limited to all software and all payment intangibles);
all oil, gas and other minerals before extraction; all oil, gas, other minerals and accounts constituting as-extracted collateral; all
fixtures; all timber to be cut; all attachments, accessions, accessories, fittings, increases, tools, parts, repairs, supplies, and commingled
goods relating to the foregoing property, and all additions, replacements of and substitutions for all or any part of the foregoing property;
all insurance refunds relating to the foregoing property; all good will relating to the foregoing property; all records and data and
embedded software relating to the foregoing property, and all equipment, inventory and software to utilize, create, maintain and process
any such records and data on electronic media; and all supporting obligations relating to the foregoing property; all whether now existing
or hereafter arising, whether now owned or hereafter acquired or whether now or hereafter subject to any rights in the foregoing property;
and all products and proceeds (including but not limited to all insurance payments) of or relating to the foregoing property.
In
addition, the word “Collateral” also includes all the following, whether now owned or hereafter acquired, whether now existing
or hereafter arising, and wherever located:
(A)
All accessions, attachments, accessories, tools, parts, supplies, replacements of and additions to any of the collateral described herein,
whether added now or later.
(B)
All products and produce of any of the property described in this Collateral section.
(C)
All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, consignment
or other disposition of any of the property described in this Collateral section.
(D)
All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in
this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party’s insurer,
whether due to judgment, settlement or other process.
(E)
All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph,
microfilm, microfiche, or electronic media, together with all of Grantor’s right, title, and interest in and to all computer software
required to utilize, create, maintain, and process any such records or data on electronic media.
CROSS-COLLATERALIZATION.
In addition to the Note, this Agreement secures all obligations, debts and liabilities, plus interest thereon, of Grantor to Lender,
or any one or more of them, as well as all claims by Lender against Grantor or any one or more of them, whether now existing or hereafter
arising, whether related or unrelated to the purpose of the Note, whether voluntary or otherwise, whether due or not due, direct or indirect,
determined or undetermined, absolute or contingent, liquidated or unliquidated, whether Grantor may be liable individually or jointly
with others, whether obligated as guarantor, surety, accommodation party or otherwise, and whether recovery upon such amounts may be
or hereafter may become barred by any statute of limitations, and whether the obligation to repay such amounts may be or hereafter may
become otherwise unenforceable.
RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Grantor’s accounts with Lender
(whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts
Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would
be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.
GRANTOR’S
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and promises to
Lender that:
Perfection
of Security Interest. Grantor agrees to take whatever actions are requested by Lender to perfect and continue Lender’s security
interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting
the Collateral, and Grantor will note Lender’s interest upon any and all chattel paper and instruments if not delivered to Lender
for possession by Lender. This is a continuing Security Agreement and will continue in effect even though all or any part of the Indebtedness
is paid in full and even though for a period of time Grantor may not be indebted to Lender.
Notices
to Lender. Grantor will promptly notify Lender in writing at Lender’s address shown above (or such other addresses as Lender
may designate from time to time) prior to any (1) change in Grantor’s name; (2) change in Grantor’s assumed business name(s);
(3) change in the management of the Corporation Grantor; (4) change in the authorized signer(s); (5) change in Grantor’s principal
office address; (6) change in Grantor’s state of organization; (7) conversion of Grantor to a new or different type of business
entity; or (8) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender.
No change in Grantor’s name or state of organization will take effect until after Lender has received notice.
No
Violation. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor
is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement.
Enforceability
of Collateral. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform
Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws
and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral
have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any account becomes
subject to a security interest in favor of Lender, the account shall be a good and valid account representing an undisputed, bona fide
indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered
pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement
remains in effect, Grantor shall not, without Lender’s prior written consent, compromise, settle, adjust, or extend payment under
or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall
have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing.
Location
of the Collateral. Except in the ordinary course of Grantor’s business, Grantor agrees to keep the Collateral (or to the extent
the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor’s
address shown above or at such other locations as are acceptable to Lender. Upon Lender’s request, Grantor will deliver to Lender
in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor’s operations, including
without limitation the following: (1) all real property Grantor owns or is purchasing; (2) all real property Grantor is renting or leasing;
(3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located.
Removal
of the Collateral. Except in the ordinary course of Grantor’s business, including the sales of inventory, Grantor shall not
remove the Collateral from its existing location without Lender’s prior written consent. To the extent that the Collateral consists
of vehicles, or other titled property, Grantor shall not take or permit any action which would require application for certificates of
title for the vehicles outside the State of Utah, without Lender’s prior written consent. Grantor shall, whenever requested, advise
Lender of the exact location of the Collateral.
Transactions
Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Grantor’s business, or as otherwise
provided for in this Agreement, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor
is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers
who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor’s business does not include
a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit
the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in
this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security
interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason)
shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute
consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender.
Title.
Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens
and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public
office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented.
Grantor shall defend Lender’s rights in the Collateral against the claims and demands of all other persons.
Repairs
and Maintenance. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair
and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on,
or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be
filed against the Collateral.
Inspection
of Collateral. Lender and Lender’s designated representatives and agents shall have the right at all reasonable times to examine
and inspect the Collateral wherever located.
Taxes,
Assessments and Liens. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this
Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold
any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation
to pay and so long as Lender’s interest in the Collateral is not jeopardized in Lender’s sole opinion. If the Collateral
is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate
surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest,
costs, reasonable attorneys’ fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any
contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral.
Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees
to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely
manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate
proceeding to contest the obligation to pay and so long as Lender’s interest in the Collateral is not jeopardized.
Compliance
with Governmental Requirements. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental
authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral, including all
laws or regulations relating to the undue erosion of highly-erodible land or relating to the conversion of wetlands for the production
of an agricultural product or commodity. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Lender’s interest in the Collateral, in Lender’s opinion,
is not jeopardized.
No
Prohibited Activities. Grantor is not engaged in and none of the Collateral is now or will at any time be created by or used in connection
with any Prohibited Activities. Grantor shall not make any payments to Lender from funds derived from Prohibited Activities. Grantor
agrees to indemnify, defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses
which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement. Notwithstanding any
provision in this Agreement or any Related Documents to the contrary, no direct or indirect disclosure to Lender and no knowledge of
Lender of the existence of any Prohibited Activities shall estop Lender or waive any right of Lender to invoke any remedy under the Agreement
or any Related Documents for any Prohibited Activities.
Hazardous
Substances. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains
a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment,
disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on
Grantor’s due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future
claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental
Laws, and (2) agrees to indemnify, defend, and hold harmless Lender against any and all claims and losses resulting from a breach of
this provision of this Agreement. This obligation to indemnify and defend shall survive the payment of the Indebtedness and the satisfaction
of this Agreement.
Maintenance
of Casualty Insurance. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability
coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis
reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender,
will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations
that coverages will not be cancelled or diminished without at least thirty (30) days’ prior written notice to Lender and not including
any disclaimer of the insurer’s liability for failure to give such a notice. Each insurance policy also shall include an endorsement
providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person.
In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender
with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance
as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including
if Lender so chooses “single interest insurance,” which will cover only Lender’s interest in the Collateral.
Application
of Insurance Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Collateral if the estimated cost of repair
or replacement exceeds $5000.00, whether or not such casualty or loss is covered by insurance. Lender may make proof of loss if Grantor
fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds
thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral,
Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or
restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds
to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months
after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness.
Insurance
Reserves. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be
created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before
the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve
funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general
deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to
be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor
for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor’s
sole responsibility.
Insurance
Reports. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information
as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy;
(4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining
that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than
annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral.
Financing
Statements. Grantor authorizes Lender to file a UCC financing statement, or alternatively, a copy of this Agreement to perfect Lender’s
security interest. At Lender’s request, Grantor additionally agrees to sign all other documents that are necessary to perfect,
protect, and continue Lender’s security interest in the Property. Grantor will pay all filing fees, title transfer fees, and other
fees and costs involved unless prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably
appoints Lender to execute documents necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a
financing statement.
GRANTOR’S
RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor
may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not
inconsistent with this Agreement or the Related Documents, provided that Grantor’s right to possession and beneficial use shall
not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender’s security interest
in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time
and even though no Event of Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make
payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before
or after an Event of Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral
if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender’s sole discretion, shall deem appropriate
under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable
care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to
protect, preserve or maintain any security interest given to secure the Indebtedness.
LENDER’S
EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or
if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor’s
failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents,
Lender on Grantor’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not
limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on
the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date
of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable
on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon
payment which will be due and payable at the Note’s maturity. The Agreement also will secure payment of these amounts. Such right
shall be in addition to all other rights and remedies to which Lender may be entitled upon the occurrence of any Event of Default.
DEFAULT.
Each of the following shall constitute an Event of Default under this Agreement:
Payment
Default. Grantor fails to make any payment when due under the Indebtedness.
Other
Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement
or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other
agreement between Lender and Grantor.
Default
in Favor of Third Parties. Any guarantor or Grantor defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of any guarantor’s
or Grantor’s property or ability to perform their respective obligations under this Agreement or any of the Related Documents.
False
Statements. Any warranty, representation or statement made or furnished to Lender by Grantor or on Grantor’s behalf under this
Agreement or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.
Defective
Collateralization. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency.
The dissolution or termination of Grantor’s existence as a going business, the insolvency of Grantor, the appointment of a receiver
for any part of Grantor’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement
of any proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession
or any other method, by any creditor of Grantor or by any governmental agency against any collateral securing the Indebtedness. This
includes a garnishment of any of Grantor’s accounts, including deposit accounts, with Lender. However, this Event of Default shall
not apply if there is a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Grantor gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender
monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.
Adverse
Change. A material adverse change occurs in Grantor’s financial condition, or Lender believes the prospect of payment or performance
of the Indebtedness is impaired.
Insecurity.
Lender in good faith believes itself insecure.
Events
Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or Guarantor dies
or becomes incompetent or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.
Cure
Provisions. If any default, other than a default in payment, is curable and if Grantor has not been given a notice of a breach of
the same provision of this Agreement within the preceding twelve (12) months, it may be cured if Grantor, after Lender sends written
notice to Grantor demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than
fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
RIGHTS
AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights
of a secured party under the Utah Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of
the following rights and remedies:
Accelerate
Indebtedness. Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay,
immediately due and payable, without notice of any kind to Grantor.
Assemble
Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of
title and other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to
Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession
of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor
agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession.
Sell
the Collateral. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof
in Lender’s own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral
threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor, and other persons
as required by law, reasonable notice of the time and place of any public sale, or the time after which any private sale or any other
disposition of the Collateral is to be made. However, no notice need be provided to any person who, after Event of Default occurs, enters
into and authenticates an agreement waiving that person’s right to notification of sale. The requirements of reasonable notice
shall be met if such notice is given at least ten (10) days before the time of the sale or disposition. All expenses relating to the
disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling
the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the
Note rate from date of expenditure until repaid.
Appoint
Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with
the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rents from
the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Grantor hereby waives any
requirement that the receiver be impartial and disinterested as to all of the parties and agrees that employment by Lender shall not
disqualify a person from serving as a receiver.
Collect
Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the
Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s
nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it
to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general
intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt
for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness
or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail
addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders,
documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender
may notify account debtors and obligors on any Collateral to make payments directly to Lender.
Obtain
Deficiency. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency
remaining on the Indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this
Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel
paper.
Other
Rights and Remedies. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial
Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may
have available at law, in equity, or otherwise.
Election
of Remedies. Except as may be prohibited by applicable law, all of Lender’s rights and remedies, whether evidenced by this
Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election
by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action
to perform an obligation of Grantor under this Agreement, after Grantor’s failure to perform, shall not affect Lender’s right
to declare a default and exercise its remedies.
MISCELLANEOUS
PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Amendments.
This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by
the party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Grantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone
else to help enforce this Agreement, and Grantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisions of this Agreement.
Governing
Law. This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Utah.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Grantor, shall constitute a waiver of any of Lender’s rights or of any of Grantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
Prohibited
Activities. Notwithstanding anything to the contrary in this Agreement, Grantor shall not be entitled to receive any notice of or
right to cure an Event of Default related to any Prohibited Activities.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Agreement or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Agreement, when actually received by
telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when
deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near
the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to
the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Grantor agrees
to keep Lender informed at all times of Grantor’s current address. Unless otherwise provided by applicable law, if there is more
than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Power
of Attorney. Grantor hereby appoints Lender as Grantor’s irrevocable attorney-in-fact for the purpose of executing any documents
necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other
secured parties. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction
of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for
the perfection and the continuation of the perfection of Lender’s security interest in the Collateral.
Severability.
If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the
offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be
so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.
Successors
and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor’s interest, this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in
a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor’s successors with reference to this Agreement
and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability
under the Indebtedness.
Survival
of Representations and Warranties. All representations, warranties, and agreements made by Grantor in this Agreement shall survive
the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time
as Grantor’s Indebtedness shall be paid in full.
Time
is of the Essence. Time is of the essence in the performance of this Agreement.
Waive
Jury. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by
any party against any other party.
DEFINITIONS.
The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement.
The word “Agreement” means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified
from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time.
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Collateral.
The word “Collateral” means all of Grantor’s right, title and interest in and to all the Collateral as described in
the Collateral Description section of this Agreement.
Environmental
Laws. The words “Environmental Laws” mean any and all state, federal and local statutes, regulations and ordinances relating
to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 (“SARA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations
adopted pursuant thereto.
Event
of Default. The words “Event of Default” mean any of the events of default set forth in this Agreement in the default
section of this Agreement.
Grantor.
The word “Grantor” means FATPIPE, INC..
Guarantor.
The word “Guarantor” means any guarantor, surety, or accommodation party of any or all of the Indebtedness.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of
the Note.
Hazardous
Substances. The words “Hazardous Substances” mean materials that, because of their quantity, concentration or physical,
chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words “Hazardous Substances”
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as
defined by or listed under the Environmental Laws. The term “Hazardous Substances” also includes, without limitation, petroleum
and petroleum by-products or any fraction thereof and asbestos.
Indebtedness.
The word “Indebtedness” means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the
Related Documents. Specifically, without limitation, Indebtedness includes all amounts that may be indirectly secured by the Cross-Collateralization
provision of this Agreement.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Note.
The word “Note” means the Note dated September 30, 2026 and executed by FATPIPE, INC. in the principal amount of $1,500,000.00,
together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or
credit agreement.
Prohibited
Activities. The words “Prohibited Activities” mean any activity relating to the use, sale, possession, cultivation, manufacture,
storage, distribution, or marketing of cannabis, marijuana, or marijuana-based products which constitutes in any manner a violation of
any applicable federal, state, or local law or regulation, regardless of whether applicable conflicting law permits the same.
Property.
The word “Property” means all of Grantor’s right, title and interest in and to all the Property as described in the
“Collateral Description” section of this Agreement.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR
HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER
30, 2026.
GRANTOR:
By:
[Signature in executed original]
FATPIPE, INC.
9/30/2026
Sanchaita Datta, President
and CTO of FATPIPE, INC.
By:
[Signature in executed original]
Ragula Bhaskar, CEO of FATPIPE, INC.
9/30/2026
Commercial
Security Agreement
ADDENDUM
TO COMMERCIAL SECURITY AGREEMENT
Grantor:
FatPipe
Technologies, Inc.
Lender:
KeyBank
National Association
392
E. Winchester Street, Suite 500
UT-MM-Central
Comm. Banking Center
Salt
Lake City, UT 84107
36
S. State Street
Salt
Lake City, UT 84136
Borrower:
FatPipe,
Inc.
392
E. Winchester Street, Suite 500
Salt
Lake City, UT 84107
THIS
ADDENDUM TO COMMERCIAL SECURITY AGREEMENT dated as of September 30, 2026 (this “Addendum”) is made and executed by FATPIPE
TECHNOLOGIES, INC. (“Grantor”) and delivered to KEYBANK NATIONAL ASSOCIATION (“Lender”) amends and/or supplements
that certain Commercial Security Agreement executed and delivered by Grantor to Lender dated as of the date hereof (as amended, supplemented,
replaced, renewed or otherwise modified, the “Agreement”). Capitalized terms used herein without definition shall have the
meaning set forth in the Agreement.
1.
Incorporation. This Addendum supplements and sets forth certain additional terms and conditions with respect to the Agreement. This Addendum
is hereby made a part of and incorporated into the Agreement. Any reference to the Agreement shall also be a reference to this Addendum.
To the extent that any amendment or supplemental terms to this Addendum shall differ from the terms of the Agreement, the amendment or
supplemental terms of this Addendum shall control. Except as modified hereby, all terms and conditions of the Agreement remain in full
force and effect.
2.
Agreement Supplements. Notwithstanding anything to the contrary, the following is hereby added following the section entitled “Collateral
Description” as follows:
ADDITIONAL
GRANT OF COLLATERAL. In addition to all other Collateral as set forth herein, as security for the full and prompt payment and performance
by the Grantor of the Indebtedness, Grantor hereby pledges, hypothecates, mortgages, assigns, transfers, delivers, and grants to Lender
a Lien on, and security interest in, the following:
i.
All Patents, Trademarks and Copyrights.
As
used herein, “Patents, Trademarks and Copyrights” shall mean and include all of the Grantors’ present and future right,
title and interest in and to the following: all trade names, patent applications, patents, trademark applications (excluding any trademark
applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent-to-use” such
trademark), trademarks, copyrights and copyright applications, whether now owned or hereafter acquired by a Grantor, including all proceeds
thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the world and all reissues, divisions, continuations, renewals, extensions
and continuations-in-part thereof, and the goodwill of the business to which any of the patents, trademarks and copyrights relate;
ii.
All intellectual property of Grantor not included in the above description;
iii.
All customer lists; and
iv.
All proceeds of the foregoing
3.
Representations. Each of the undersigned represents and warrants to Lender that this Addendum has been duly executed and delivered by
the undersigned and constitutes the legal, valid and binding obligation of such person, and is enforceable in accordance with its terms.
4.
Counterparts. This Addendum may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement.
Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. Each of
the undersigned agrees that in any legal proceeding, a copy of this Addendum kept in Lender’s ordinary course of business may be
admitted into evidence as an original.
Grantor:
FATPIPE TECHNOLOGIES, INC.
9/30/2026
By:
Ragula Bhaskar, CEO of FATPIPE
TECHNOLOGIES, INC.
9/30/2026
By:
Sanchaita Datta, President
of FATPIPE TECHNOLOGIES, INC.
Borrower:
FATPIPE, INC.
9/30/2026
By:
Ragula Bhaskar, CEO of FATPIPE,
INC.
9/30/2026
By:
Sanchaita Datta, President
of FATPIPE, INC.
Commercial
Security Agreement
ADDENDUM
TO COMMERCIAL SECURITY AGREEMENT
Grantor:
FatPipe,
Inc.
Lender:
KeyBank
National Association
392
E. Winchester Street, Suite 500
UT-MM-Central
Comm. Banking Center
Salt
Lake City, UT 84107
36
S. State Street
Salt
Lake City, UT 84136
THIS
ADDENDUM TO COMMERCIAL SECURITY AGREEMENT dated as of September 30, 2026 (this “Addendum”) is made and executed by FATPIPE,
INC. (“Grantor”) and delivered to KEYBANK NATIONAL ASSOCIATION (“Lender”) amends and/or supplements that certain
Commercial Security Agreement executed and delivered by Grantor to Lender dated as of the date hereof (as amended, supplemented, replaced,
renewed or otherwise modified, the “Agreement”). Capitalized terms used herein without definition shall have the meaning
set forth in the Agreement.
1.
Incorporation. This Addendum supplements and sets forth certain additional terms and conditions with respect to the Agreement. This Addendum
is hereby made a part of and incorporated into the Agreement. Any reference to the Agreement shall also be a reference to this Addendum.
To the extent that any amendment or supplemental terms to this Addendum shall differ from the terms of the Agreement, the amendment or
supplemental terms of this Addendum shall control. Except as modified hereby, all terms and conditions of the Agreement remain in full
force and effect.
2.
Agreement Supplements. Notwithstanding anything to the contrary, the following is hereby added following the section entitled “Collateral
Description” as follows:
ADDITIONAL
GRANT OF COLLATERAL. In addition to all other Collateral as set forth herein, as security for the full and prompt payment and performance
by the Grantor of the Indebtedness, Grantor hereby pledges, hypothecates, mortgages, assigns, transfers, delivers, and grants to Lender
a Lien on, and security interest in, the following:
i.
All Patents, Trademarks and Copyrights.
As
used herein, “Patents, Trademarks and Copyrights” shall mean and include all of the Grantors’ present and future right,
title and interest in and to the following: all trade names, patent applications, patents, trademark applications (excluding any trademark
applications filed in the United States Patent and Trademark Office on the basis of any Grantor’s “intent-to-use” such
trademark), trademarks, copyrights and copyright applications, whether now owned or hereafter acquired by a Grantor, including all proceeds
thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the world and all reissues, divisions, continuations, renewals, extensions
and continuations-in-part thereof, and the goodwill of the business to which any of the patents, trademarks and copyrights relate;
ii.
All intellectual property of Grantor not included in the above description;
iii.
All customer lists; and
iv.
All proceeds of the foregoing
3.
Representations. Each of the undersigned represents and warrants to Lender that this Addendum has been duly executed and delivered by
the undersigned and constitutes the legal, valid and binding obligation of such person, and is enforceable in accordance with its terms.
4.
Counterparts. This Addendum may be executed in any number of counterparts and by the parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same agreement.
Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. Each of
the undersigned agrees that in any legal proceeding, a copy of this Addendum kept in Lender’s ordinary course of business may be
admitted into evidence as an original.
Grantor:
FATPIPE, INC.
9/30/2026
By:
Ragula Bhaskar, CEO of FATPIPE,
INC.
9/30/2026
By:
Sanchaita Datta, President
of FATPIPE, INC.
AGREEMENT
TO PROVIDE INSURANCE
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$1,500,000.00
09-30-2026
09-30-2027
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Grantor:
FATPIPE
TECHNOLOGIES, INC
392
E WINCHESTER ST., STE. 500
SALT
LAKE CITY, UT 84107-8537
INSURANCE
REQUIREMENTS. Grantor, FATPIPE TECHNOLOGIES, INC (“Grantor”), understands that insurance coverage is required in connection
with the extending of a loan or the providing of other financial accommodations to FATPIPE, INC. (“Borrower”) by Lender.
These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided on
the following described collateral (the “Collateral”):
Collateral:
All Inventory, Equipment and Fixtures.
Type:
All risks, including fire, theft and liability.
Amount:
Full Insurable Value.
Basis:
Replacement value.
Endorsements:
Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a
minimum of 30 days prior written notice to Lender.
Deductibles:
$5,000.00.
Latest
Delivery Date: By 10 days after the loan closing date.
INSURANCE
COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor
understands that credit may not be denied solely because insurance was not purchased through Lender.
INSURANCE
MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed, delivered or directed to
the following address:
KeyBank
National Association
Code: OH-01-51-0527
4910
Tiedeman Road
Brooklyn,
OH 44144
FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance
as provided above, with an effective date of September 30, 2026, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided
in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided
in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED
FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION,
THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.
AUTHORIZATION.
For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent
or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or
both.
GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER
30, 2026.
GRANTOR:
FATPIPE
TECHNOLOGIES, INC
9/30/2026
9/30/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Ragula
Bhaskar, CEO of FATPIPE TECHNOLOGIES, INC
Sanchaita
Datta, President and CTO of FATPIPE TECHNOLOGIES, INC
FOR
LENDER USE ONLY
INSURANCE
VERIFICATION
DATE:
__________________________
PHONE
AGENT’S
NAME:
AGENCY:
ADDRESS:
INSURANCE
COMPANY:
POLICY
NUMBER:
EFFECTIVE
DATES:
COMMENTS:
AGREEMENT
TO PROVIDE INSURANCE
Principal
Loan
Date Maturity
Call
/ Coll
Officer
Initials
$1,500,000.00
09-30-2026
09-30-2027
[Redacted]
[Redacted]
References
in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any
item above containing “***” has been omitted due to text length limitations.
Grantor:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
INSURANCE
REQUIREMENTS. Grantor, FATPIPE, INC. (“Grantor”), understands that insurance coverage is required in connection with
the extending of a loan or the providing of other financial accommodations to Grantor by Lender. These requirements are set forth in
the security documents for the loan. The following minimum insurance coverages must be provided on the following described collateral
(the “Collateral”):
Collateral:
All Inventory and Equipment.
Type:
All risks, including fire, theft and liability.
Amount:
Full Insurable Value.
Basis:
Replacement value.
Endorsements:
Lender loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written
notice to Lender.
Deductibles:
$5,000.00.
Latest
Delivery Date: By 10 days after the loan closing date.
INSURANCE
COMPANY. Grantor may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor
understands that credit may not be denied solely because insurance was not purchased through Lender.
INSURANCE
MAILING ADDRESS. All documents and other materials relating to insurance for this loan should be mailed, delivered or directed to
the following address:
KeyBank
National Association
Code: OH-01-51-0527
4910
Tiedeman Road
Brooklyn,
OH 44144
FAILURE
TO PROVIDE INSURANCE. Grantor agrees to deliver to Lender, on the latest delivery date stated above, proof of the required insurance
as provided above, with an effective date of September 30, 2026, or earlier. Grantor acknowledges and agrees that if Grantor fails to
provide any required insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided
in the applicable security document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided
in the security document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION
AGAINST PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED
FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION,
THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY FINANCIAL
RESPONSIBILITY LAWS.
AUTHORIZATION.
For purposes of insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent
or company) all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or
both.
GRANTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED SEPTEMBER
30, 2026.
GRANTOR:
FATPIPE,
INC.
9/30/2026
9/30/2026
By:
[Signature in executed original]
By:
[Signature in executed original]
Sanchaita
Datta, President and CTO of FATPIPE, INC.
Ragula
Bhaskar, CEO of FATPIPE, INC.
FOR
LENDER USE ONLY
INSURANCE
VERIFICATION
DATE:
__________________________
PHONE
AGENT’S
NAME:
AGENCY:
ADDRESS:
INSURANCE
COMPANY:
POLICY
NUMBER:
EFFECTIVE
DATES:
COMMENTS:
COMMERCIAL
GUARANTY
Borrower:
FATPIPE,
INC.
Lender:
KeyBank
National Association
392
E WINCHESTER ST., STE. 500
UT-MM-Central
Commercial Banking Center
SALT
LAKE CITY, UT 84107-8537
36
S. State Street
Salt
Lake City, UT 84136
Guarantor:
FATPIPE
TECHNOLOGIES, INC
392
E WINCHESTER ST., STE. 500
SALT
LAKE CITY, UT 84107-8537
GUARANTEE
OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual
payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations
under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce
this Guaranty against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness
or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any
payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction
or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents.
INDEBTEDNESS.
The word “Indebtedness” as used in this Guaranty means all of the principal amount outstanding from time to time and at any
one or more times, accrued unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, reasonable
attorneys’ fees, arising from
If
Lender presently holds one or more guaranties, or hereafter receives additional guaranties from Guarantor, Lender’s rights under
all guaranties shall be cumulative. This Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate
any such other guaranties. Guarantor’s liability will be Guarantor’s aggregate liability under the terms of this Guaranty
and any such other unterminated guaranties.
DURATION
OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice
to Guarantor or to Borrower, and will continue in full force until all the Indebtedness shall have been fully and finally paid and satisfied
and all of Guarantor’s other obligations under this Guaranty shall have been performed in full. Release of any other guarantor
or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation
Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. This
Guaranty covers a revolving line of credit and it is specifically anticipated that fluctuations will occur in the aggregate amount of
the Indebtedness. Guarantor specifically acknowledges and agrees that fluctuations in the amount of the Indebtedness, even to zero dollars
($ 0.00), shall not constitute a termination of this Guaranty. Guarantor’s liability under this Guaranty shall terminate only upon
(A) termination in writing by Borrower and Lender of the line of credit, (B) payment of the Indebtedness in full in legal tender, and
(C) payment in full in legal tender of all of Guarantor’s other obligations under this Guaranty.
GUARANTOR’S
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand and without lessening Guarantor’s liability
under this Guaranty, from time to time: (A) to make one or more additional secured or unsecured loans to Borrower, to lease equipment
or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate,
or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness, including
increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer than the original
loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate,
fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute,
agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner
Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to
apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the
terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign
or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty in whole or in part.
GUARANTOR’S
REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind
have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s
request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions
of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not
result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without
the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially
all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request, Guarantor will provide to Lender financial
and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial
information which will be provided to Lender is and will be true and correct in all material respects and fairly present Guarantor’s
financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor’s
financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially
adversely affect Guarantor’s financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor
as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis
information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor further agrees that,
absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender
in the course of its relationship with Borrower.
GUARANTOR’S
WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to
extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment
of the Indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender,
any surety, endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional
loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other
guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other
person; (E) to give notice of the terms, time, and place of any public or private sale of personal property security held by Lender from
Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue any other remedy within Lender’s
power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. Guarantor also waives
any and all rights or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses
arising by reason of (1) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor’s subrogation
rights or Guarantor’s rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor
may suffer by reason of any law limiting, qualifying, or discharging the Indebtedness; (2) any disability or other defense of Borrower,
of any other guarantor, or of any other person, or by reason of the cessation of Borrower’s liability from any cause whatsoever,
other than payment in full in legal tender, of the Indebtedness; (3) any right to claim discharge of the Indebtedness on the basis of
unjustified impairment of any Collateral for the Indebtedness; or (4) any statute of limitations, if at any time any action or suit brought
by Lender against Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations.
Guarantor acknowledges and agrees that Guarantor’s obligations under this Guaranty shall apply to and continue with respect to
any amount paid to Lender which is subsequently recovered from Lender for any reason whatsoever (including without limitation as a result
of bankruptcy, insolvency or fraudulent conveyance proceeding), notwithstanding the fact that all or a part of the Indebtedness may have
been previously paid, or this Guaranty may have been terminated, or both.
Guarantor
also waives and agrees not to assert or take advantage of (1) any right (including the right, if any, under Utah’s one-action rule
as set forth in Utah Code Annotated, 1953, Section 78B-6-901) to require Lender to proceed against or exhaust any security held by Lender
at any time or to pursue any other remedy in Lender’s power before proceeding against Guarantor; (2) the release or surrender of
any security held for the payments of the Indebtedness; or (3) any defense based upon an election of remedies (including, if available,
an election of remedies to proceed by non-judicial foreclosure) by Lender which destroys or otherwise impairs the subrogation rights
of Guarantor or the right of Guarantor to proceed against Borrower for reimbursement, or both.
Guarantor
further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim
of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower,
the Guarantor, or both.
Guarantor’s
Understanding With Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s
full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to
public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective
only to the extent permitted by law or public policy.
Subordination
of Borrower’s Debts to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall
be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent.
Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that
Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable
to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in
bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment
in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations
of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor
agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements
and to execute documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its
rights under this Guaranty.
Miscellaneous
Provisions. The following miscellaneous provisions are a part of this Guaranty:
Amendments.
This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.
Attorneys’
Fees; Expenses. Guarantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s reasonable attorneys’
fees and Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone
else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
reasonable attorneys’ fees and legal expenses whether or not Lender’s salaried employee and whether or not there is a lawsuit,
including reasonable attorneys’ fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such
additional fees as may be directed by the court.
Caption
Headings. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions
of this Guaranty.
Governing
Law. This Guaranty will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions.
Integration.
Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity
to be advised by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions and
parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all
losses, claims, damages, and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as a result of any
breach by Guarantor of the warranties, representations and agreements of this paragraph.
Interpretation.
In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed
to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower” and “Guarantor” respectively
shall mean all and any one or more of them. The words “Guarantor,” “Borrower,” and “Lender” include
the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is not valid or
should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a
court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable.
If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not
necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other
agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed under this Guaranty.
Notices.
Unless otherwise provided by applicable law, any notice required to be given under this Guaranty or required by law shall be given in
writing, and shall be effective when actually delivered in accordance with the law or with this Guaranty, when actually received by telefacsimile
(unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the
United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning
of this Guaranty. Any party may change its address for notices under this Guaranty by giving formal written notice to the other parties,
specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees to keep Lender
informed at all times of Guarantor’s current address. Unless otherwise provided by applicable law, if there is more than one Guarantor,
any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.
No
Waiver by Lender. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing
and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any
other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of
dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s rights or of any of Guarantor’s obligations
as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
Successors
and Assigns. Subject to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall be
binding upon and inure to the benefit of the parties, their successors and assigns.
Waive
Jury. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Guarantor against the other.
Definitions.
The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to
the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used
in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not
otherwise defined in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code:
Borrower.
The word “Borrower” means FATPIPE, INC. and includes all co-signers and co-makers signing the Note and all their successors
and assigns.
Guarantor.
The word “Guarantor” means everyone signing this Guaranty, including without limitation FATPIPE TECHNOLOGIES, INC, and in
each case, any signer’s successors and assigns.
Guaranty.
The word “Guaranty” means this guaranty from Guarantor to Lender.
Indebtedness.
The word “Indebtedness” means Borrower’s indebtedness to Lender as more particularly described in this Guaranty.
Lender.
The word “Lender” means KeyBank National Association, its successors and assigns.
Note.
The word “Note” means the promissory note dated September 30, 2026, in the original principal amount of $1,500,000.00 from
Borrower to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions
for the promissory note or agreement.
Related
Documents. The words “Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness.
EACH
UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR
UNDERSTANDS THAT THIS GUARANTY IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY
WILL CONTINUE UNTIL TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE
BY LENDER IS NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED SEPTEMBER 30, 2026.
GUARANTOR:
By:
[Signature in executed original]
FATPIPE TECHNOLOGIES, INC
9/30/2026
Ragula Bhaskar, CEO of FATPIPE
TECHNOLOGIES, INC
By:
[Signature in executed original]
Sanchaita Datta, President and CTO of FATPIPE TECHNOLOGIES,
INC
9/30/2026
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 3
Exhibit 99.1
FOR
IMMEDIATE RELEASE
FatPipe
Refinances Existing Debt and Reduces Borrowing Costs
SALT
LAKE CITY, October 7, 2026 — FatPipe, Inc. (NASDAQ: FATN), a provider of enterprise networking and cybersecurity solutions,
today announced the refinancing of its existing Fortis Bank SBA loan through a $4.5 million secured term loan with KeyBank National Association.
The Company also established a $1.5 million secured revolving line of credit for working capital.
The
new term loan bears interest at adjusted daily SOFR plus 3.00%, compared with Prime Rate plus 1.00% under the previous facility. Based
on benchmark rates at the time of refinancing, this represents an approximately 110 basis point reduction in the Company’s annual
borrowing rate. Actual interest savings will vary with benchmark rates and outstanding principal balances.
The
term loan matures in October 2029. The revolving line of credit matures in September 2027 and bears interest at adjusted daily SOFR plus
3.00%.
About
FatPipe, Inc.
FatPipe,
Inc. pioneered the concept of software-defined wide area networking (SD-WAN) and hybrid WANs that eliminate the need for cooperation
from ISPs and allow enterprises and service providers to control multi-link network traffic. FatPipe offers a single-stack networking
and cybersecurity platform backed by 13 U.S. patents related to multipath and software-defined networking. FatPipe products are sold
through more than 200 resellers worldwide.
For
more information, please visit FatPipe’s website.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include
statements regarding the Company’s growth strategy, financial strategy, potential acquisitions, strategic opportunities, recurring
revenue and expectations regarding future performance. These statements are based on management’s current expectations and are
subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied
by such statements.
These
risks and uncertainties include those described in FatPipe’s filings with the U.S. Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of
the date of this press release, and FatPipe undertakes no obligation to update or revise such statements except as required by law.
Company
Contact
Vikrant
Ragula
V.P.
of Corp Dev and Investor Relations
FatPipe,
Inc.
+1
801.683-5656 x 1140
Investor.ir@fatpipeinc.com
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration