Offering Circular Live Oak Financial LLC May 11, 2025

This is a public offering by Live Oak Financial LLC (the "Company", "LOF", "we", "our", "us") of Borrower Payment Dependent Notes ("BPDNs", the "Notes") in a "Tier 2 Offering" under Regulation A (the "Offering"). We are offering an aggregate principal amount of $600,000 with a $50 minimum purchase. (No selling security-holders.) - See Securities Being Offered for the plan of distribution on page 4. This Offering is being conducted on a "best efforts" basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the "Securities Act"), for Tier 2 offerings. Funds tendered by investors will be immediately available to the Company. We expect to commence the offer and sale of the Notes as of September 1, 2025. The Offering will terminate at the earlier of: (1) the date at which $600,000 worth of BPDNs have been sold, (2) the date which is one year after this Offering being qualified by the U.S. Securities and Exchange Commission (the "SEC" or the "Commission"), or (3) the date on which this Offering is earlier terminated by the Company in its sole discretion (the "Termination Date"). Principal Executive Offices 3520 Alpine Autumn Dr Austin, Texas 78744 Tel: (775) 513-5770

Footnotes:

- Underwriting discounts and commissions are zero - Live Oak Financial LLC will serve as underwriter and dealer without an underwriting spread.

- Issuer's offering expenses (audit, legal, Blue-Sky) are disclosed elsewhere in this Offering Circular.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 3.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. Any representation to the contrary is a criminal offense.

Sales will be made only to residents of the state of Texas. Offers and sales of these securities are made under an exemption from registration and have not been registered under the Securities Act of 1933. For a period of six months from the date of the sale by the issuer of the securities, any resale of the securities (or the underlying securities in the case of convertible securities) shall be made only to persons resident within the state of Texas.

In addition to the 10 % investment limit described above, each investor must satisfy one of the following additional suitability standards, which are derived from the NASAA Statement of Policy regarding Unsound Financial Condition: annual income ≥ $80,000 and net-worth ≥ $80,000 (excluding home, furnishings, autos), and total purchases limited to 10 % of net-worth, or net-worth ≥ $280,000 (same exclusions); total purchases limited to 10 % of net-worth. See "Financial Suitability Requirements".

Limitation of Liability - Texas Small Business Issuers

In accordance with Section 4008.061 of the Texas Securities Act, Live Oak Financial LLC is a "small business issuer" (having annual gross revenues ≤ $25 million and no SECregistered equity class) and is offering no more than $5 million. Under that statute, in any action relating to this offering the maximum recovery against any person engaged to provide services is capped at three times the fee paid to them (unless intentional wrongdoing is shown). Prospective investors will be required to acknowledge receipt of this disclosure.

Summary and Risk Factors

Summary of Offering

Live Oak Financial LLC ("LOF") operates an online marketplace through which it originates unsecured consumer loans (the "Borrower Loans") and simultaneously issues Borrower Payment Dependent Notes (the "Notes") that entitle investors to receive the net cash flows LOF collects on those underlying loans. LOF offers Notes on a continuous, best-efforts basis in minimum $50 denominations up to $600,000 aggregate principal amount. LOF acts as issuer, underwriter, dealer and servicer of the Notes, earning origination and servicing fees on the Borrower Loans rather than any underwriting spread on the securities offering. Payments on each Note are made only after LOF receives the corresponding borrower payment, net of fees and any collection costs.

LOF's platform verifies borrower identity and bank information but does not collateralize the Borrower Loans. Investors fund individual Notes through LOF's website and bear the risk of borrower non-performance. LOF makes limited repurchase or indemnification commitments only for verified identity-theft defaults, risk rating failures, or Auto-Invest errors and maintains a reserve fund to satisfy those obligations. Notes mature alongside their associated Borrower Loans and are not listed on any exchange-investors should plan to hold to maturity.

Risk Factors (Most Significant Specific Risks)

• Dependence on Borrower Performance. Payments on each Note are entirely contingent upon LOF's collection of principal and interest under the corresponding Borrower Loan. If a borrower fails to pay, the Note holder receives no payment for that period and may lose all or part of its investment.
• Unsecured, Unverified Loans. Borrower Loans are unsecured, carry no collateral or thirdparty guarantee, and LOF does not independently verify employment or use-of-proceeds representations. False or inaccurate borrower information may materially increase default risk.
• No Secondary Market. Notes are not listed on any exchange, no trading platform exists, and ownership is limited to registered LOF users. Investors must be prepared to hold Notes to maturity.
• Limited Recourse & Legal Enforceability. Note holders have no direct contractual rights against borrowers - recourse is solely against LOF. LOF's obligation to repurchase or

indemnify is narrowly defined and may be insufficient if widespread defaults occur or LOF lacks liquidity.

• Platform & Servicing Risks. LOF has sole discretion to service, modify or waive loan terms without holder consent, including relocating final maturity. Collection efforts may involve third-party agencies that can retain up to 40% of recovered amounts as fees.
• Company & Regulatory Risk. LOF is a development-stage company with limited operating history. Its ability to fund indemnification obligations, manage rapid growth, comply with extensive federal and state lending and securities laws, and defend its proprietary technology all present significant uncertainties.
• Concentration & Economic Sensitivity. Loan performance may deteriorate due to general economic downturns, rising unemployment, natural disasters, public health emergencies or borrower bankruptcy or military-service protections, any of which could reduce LOF's cash flows and impair payments on the Notes.
• No Trust Indenture. Notes are not issued pursuant to any trust indenture (including under the Trust Indenture Act of 1939), and that no trustee has been appointed to act on behalf of investors with respect to the Notes.

Each of the foregoing factors could materially and adversely affect Investors, LOF's business, prospects and ability to make full and timely payments on the Notes. Investors should carefully consider these and all other risks described in this Offering Circular before deciding to invest. Prospective investors should review the Prospectus in its entirety before making an investment decision.

Dilution

Not applicable. The Notes are debt obligations (not equity), and there is no disparity between the public offering price and any price paid by officers, directors, promoters or other affiliates: all persons, including insiders, purchase the BPDNs at the same $50 (minimum) pernote price as the public.

Plan of Distribution and Selling Securityholders

Underwriter

LOF is the sole underwriter, issuer, dealer and distributor of the Notes. The offering is conducted on a best-efforts basis: LOF is under no obligation to purchase any Notes it does not sell, and will pay for only those Notes it successfully places with investors.

Discounts and Commissions

No underwriting discounts, sales commissions, finders' fees or other compensation are payable by LOF in connection with the sale of Notes.

Plan of Distribution

LOF will distribute Notes exclusively via its online platform at www.crowdcash.cc. Investors may subscribe electronically in minimum $50 denominations (and in single dollars thereafter) up to the $600,000 aggregate offering cap. LOF retains all subscription proceeds in its custodial accounts and disburses investor funds to LOF's operating account upon satisfaction of receipt and identity-verification procedures.

Selling Securityholders

None. No securities are being offered for the account of any securityholder, and no affiliate or insider is selling Notes in this offering.

Return of Funds

Because Notes are issued only upon the origination of corresponding Borrower Loans, there is no "all-or-none" or minimum-raise escrow. Subscription proceeds are applied immediately to fund loans; unsold capacity remains available until the $600,000 cap is reached.

Financial Suitability Requirements

Investors must be residents of Texas and must meet one or more of the following suitability requirements, which are based on the NASAA Statement of Policy regarding Unsound Financial Condition, with additional limitations designed to protect investors from overconcentration:

• a. You must have an annual gross income of at least $80,000; (ii) your net worth must be at least $80,000 (exclusive of home, home furnishings and automobiles); and (iii) the total amount of Securities you purchase cannot exceed 10% of your net worth (exclusive of home, home furnishings and automobiles); or
• b. Your net worth must be at least $280,000 (exclusive of home, home furnishings and automobiles); and (ii) the total amount of Securities you purchase cannot exceed 10% of your net worth (exclusive of home, home furnishings and automobiles).

For purposes of these suitability requirements, you and your spouse are considered to be a single person. Review 'Plan of Distribution - Financial Suitability Requirements' in the Prospectus for definitions.

Delay in Payment of Proceeds

As issuer, underwriter and dealer, LOF receives subscription proceeds instantly upon funding of each Note-there is no material delay between receipt of investor funds and application of those funds to the corresponding Borrower Loan.

Market-Makers, Stabilization and Lock-Up Arrangements

There are no arrangements to (1) restrict or limit the sale of additional securities of the same class during the distribution period; (2) stabilize the market for the Notes; or (3) withhold

commissions or otherwise hold any underwriter or dealer responsible for distribution beyond LOF's own best-efforts obligation.

Confirmation of Sales to Discretionary Accounts

Not applicable. LOF does not act as an investment adviser and does not confirm sales to accounts over which it exercises discretionary authority.

Use of Proceeds to Issuer

The net proceeds from the sale of up to $600,000 aggregate principal amount of Borrower Payment Dependent Notes (the "Notes") will be applied by LOF in approximately the following order of priority:

"Operational Costs" include:

• Technology infrastructure and platform maintenance
• Marketing and business development
• Compliance and regulatory filing expenses

LOF will retain the origination fees (3.00% to 9.99% of funded Borrower Loan amounts) it charges investors to cover servicing, collections and general corporate overhead.

Unallocated Proceeds

All proceeds are allocated as shown above; there is no material portion unallocated at this time.

Use of Proceeds vs. Insider Payments

None of the net proceeds will be used to compensate officers, directors or any affiliated persons of LOF.

Best-Efforts Offering Variability

This is a best-efforts, continuous offering. If less than the full $600,000 cap is sold, proceeds will be applied pro rata to fund Borrower Loans first (Priority 1), with any remainder to Operational Costs (Priority 2).

Right to Change

LOF reserves the right to reallocate the uses of proceeds among the above categories if business conditions change, with any material change prominently disclosed in this Offering Circular.

Description of Business Narrative Description of Business

Live Oak Financial LLC is a Texas-based, development-stage company founded in June 2024 to operate an entirely online marketplace that connects individual borrowers with investors through unsecured, fixed-rate, fully amortizing personal loans ("Borrower Loans") and corresponding Borrower Payment Dependent Notes (the "Notes"). LOF originates each Borrower Loan directly to the borrower and simultaneously issues Notes to investors in minimum $50 denominations, up to an aggregate $600,000 offering cap. LOF acts as issuer, underwriter, dealer and servicer of the Notes, earning origination and servicing fees rather than underwriting spreads.

Products, Services and Market.

LOF's principal service is its marketplace platform, which:

• Originates unsecured personal loans from $250 to $5,000 with terms of 2-24 months, fully amortized at fixed interest rates.
• Issues payment-dependent debt securities (Notes) that pass through net borrower payments (interest net of a 15% servicing fee, plus principal) to investors, with no collateral or borrower recourse.
• Distributes securities electronically to Texas residents via www.crowdcash.cc on a continuous, best-efforts basis.

The market for both Borrower Loans and Notes is individual U.S. residents in Texas with U.S. bank accounts and Social Security numbers. Loans and Notes are transacted entirely online -LOF has no physical branches or deposit-taking activities.

Operations and Technology.

LOF's proprietary platform automates borrower application, identity and bank-link verification, credit-risk assessment, listing creation, investment matching, loan funding, payment processing, servicing and collections, and regulatory compliance. LOF employs one full-time person (Erik Randall, Managing Member) and relies on its sole vendor, Plaid Inc., to provide bank-linking and consumer-reporting services essential to identity verification and credit-risk grading.

Corporate and Legal Matters.

LOF has no subsidiaries or affiliates. It holds a Texas consumer-lending license and is registered as an issuer-dealer in Texas to conduct its marketplace lending and securities activities. Since inception, LOF has experienced no bankruptcies, receiverships, material mergers,

acquisitions or asset sales, nor any pending or threatened material legal or regulatory proceedings.

Distinctive or Special Characteristics

• Vendor Dependence. LOF's ability to verify borrower identity and link consumer bankaccount data is entirely dependent on its relationship with Plaid Inc. Without Plaid's dataaggregation services, LOF cannot operate its core underwriting or servicing functions.
• Regulatory Framework. LOF's business is subject to extensive state and federal regulation: it must maintain a Texas lending license, comply with state securities notice-filing requirements (Blue Sky), and adhere to federal consumer-finance and securities laws. Any material changes to licensing or regulation could materially impact operations and financial performance.
• No Collateral & Limited Recourse. Borrower Loans are unsecured, and Notes entitle holders only to LOF's receipt of borrower payments; there is no direct lien on borrower assets or guaranty by third parties. Notes present unique risk profiles that require investor selfassessment of borrower credit performance and platform servicing capabilities.
• Technology-Driven Scalability. LOF's online-only, automated platform permits rapid scaling without the overhead of physical branches or manual underwriting, enabling cost-efficient growth but also requiring continuous investment in technology, cybersecurity and fraudprevention to maintain platform reliability and user trust.

These factors and the nascent stage of LOF's operations are critical to understanding LOF's business model and the risks inherent in its future financial performance.

Successor Servicer; Data-Turnover on Wind-Down

If Live Oak Financial must wind down or can no longer service Notes, we will promptly engage a qualified third-party servicer (whose fees may reduce net Noteholder proceeds). If no successor servicer is secured within 30 days, we will deliver each Borrower's contact details and up-to-date payment history to Noteholders within five business days, an obligation that survives any dissolution or legal suspension of payments.

Description of Property

Live Oak Financial LLC operates its online marketplace from the managing member's personal residence at 3520 Alpine Autumn Dr, Austin, Texas 78744. A dedicated 100 sq ft room within the residence houses the on-premises server hardware that supports LOF's origination, servicing, and payment-processing systems. The servers are owned outright by LOF and are not subject to any material encumbrances.

No third-party cloud hosting or data-center services are used; all platform functionality is run inhouse on this hardware. LOF believes the dedicated space and current server capacity are adequate for its existing operations and near-term growth, and it can expand hardware within the room as needed.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read alongside our balance sheet as of December 31, 2024 and interim balance sheet of May 11, 2025, prepared in accordance with U.S. GAAP. This MD&A contains forward-looking statements that involve risks and uncertainties; actual results may differ materially (see "Forward-Looking Statements").

Operating Results

Since our formation in June 2024 and through May 2025, Live Oak Financial LLC ("LOF") has not yet generated any origination or servicing revenue, as we awaited SEC qualification under Regulation A Tier 2. During this development stage we incurred only $896 of routine start-up costs - comprising licensing fees, software subscriptions, and limited marketing tests - and recorded no payroll or debt service expenses. This modest net loss is entirely consistent with management's expectations for a company in our pre-revenue phase.

Liquidity and Capital Resources

At year-end 2024, LOF held $59.66 in cash and $29.75 in server hardware, with zero liabilities and equity of $93.41. A $71,000 founder equity infusion in Q2 2025 increased cash to $71,009, and an additional $450 hardware contribution raised total equity to $71,461. With no borrowings or credit lines, our sole liquidity source is this equity capital.

Our historical burn rate of $75/month has funded all pre-launch activity. Once fully operational, we anticipate average monthly outflows of approximately $2,275, covering marketing scale-up, professional fees and vendor contracts (including a $12,000 annual Plaid commitment beginning October 2025). Even before accounting for any Reg A proceeds, our existing cash balance provides more than 30 months of runway at this projected burn rate, ensuring ample liquidity to reach qualification and initial revenue generation.

Plan of Operations

Over the next 12 months, we will finalize Texas issuer-dealer and lending licenses, qualify under Reg A Tier 2, and commence continuous issuance of Notes with minimum $50 denominations. Simultaneously, we will fund unsecured personal loans through our marketplace, collect origination and servicing fees, and pass net borrower payments through to investors. Customer acquisition efforts will rely on targeted digital campaigns with an expected CAC of $23, scaling with volume. Technology operations will remain on-premises, with server capacity adequate for Year 1 growth. We have budgeted $2,500 for outsourced legal and audit services in Q2 2025, with no planned full-time hires.

Our $71,009 cash balance covers this entire plan - projected outflows of roughly $27,300 over 12 months - without requiring additional fundraising beyond the anticipated Reg A capital raise.

Although we intend to make BPDNs available for sale as soon as our exemption is effective, management may exercise discretion to delay issuance of any series of notes. Such decisions will be based on our assessment that our technical platform is fully tested and stable, that borrower and investor demand metrics support sufficient note liquidity, and that prevailing market conditions are favorable. Any delay and the criteria underlying it will be disclosed in the applicable prospectus supplement.

Trend Information

Early "soft-launch" marketing has delivered consistent borrower and investor interest approximately one borrower application every two days - with stable conversion metrics through May 2025. The primary near-term uncertainty remains the timing of our Texas licensing and SEC qualification; any delays will correspondingly defer revenue realization. Looking further ahead, our largest upcoming fixed cost will be the Plaid vendor contract ($12 K/year), which is fully reserved for in our liquidity projections.

Overall, management believes our financial condition and capital resources are strong, and the known trends and uncertainties described above are adequately reflected in our runway assumptions and strategic planning.

Directors, Executive Officers and Significant Employees

LOF has a single executive officer who also serves as the sole director. There are no additional significant employees at this time.

1 Erik Randall was appointed by virtue of being the sole member under LOF's Operating Agreement dated June 2024.

Since founding Live Oak Financial LLC in June 2024, Erik Randall has served as the company's Chief Executive Officer, President, Chief Technology Officer, Designated Officer and Director of Issuance. In this role, he has spearheaded the development of LOF's peer-to-peer lending platform, overseeing corporate strategy, technology architecture, regulatory filings and the company's successful passage of both the SIE and Texas Securities Act examinations.

Prior to LOF, Mr. Randall has maintained an active contract relationship with the U.S. Department of Homeland Security since 2023, where he contributes to secure and reliable software solutions for critical federal projects. Erik has designed and delivered secure, highly available software components for mission-critical federal systems, embedding rigorous testing, monitoring and compliance controls. From 2021 to 2023, he was the first hire and lead systems engineer at Astreia, designing and implementing smart home automation products from initial concept through pilot deployment. Owned the full product lifecycle for two smart-home pilot programs - defining requirements, architecting hardware/software integrations, and coordinating field deployments under tight timelines and budgets. Earlier, between 2019 and 2021, Mr. Randall served as a design engineer at DML LLC, joining as the second employee, where he managed industrial product development and prototyping efforts. He holds a Bachelor of Science in Electrical Engineering from the University of Nevada, Reno. At Live Oak Financial, he's architected the platform from the ground up - embedding real-time compliance checks, scaling the infrastructure to support this Regulation A offering, and recruiting a cross-functional contractors to take LOF from launch to ongoing growth.

Family Relationships

There are no family relationships among LOF's officers, directors or significant employees.

Involvement in Certain Legal Proceedings

No director, executive officer or significant employee has, in the past five years, been the subject of any material:

• Bankruptcy or insolvency filings; or
• Criminal convictions (other than minor traffic offenses).

Compensation of Directors and Executive Officers

LOF paid no compensation to any director or executive officer from inception through fiscal year 2025. Accordingly, for the fiscal year ended December 31, 2024:

Aggregate Annual Compensation of Directors as a Group

• Total number of directors: 1
• Aggregate cash and non-cash compensation: $0

Future Compensation Arrangements

LOF does not currently maintain any compensation plans for its officers or directors. LOF may adopt salary, bonus or equity-based arrangements in the future once financially

feasible, with terms and performance criteria to be established by the board (or sole member) at that time.

Security Ownership of Management and Certain Securityholders

Below is the table reflecting beneficial ownership of Live Oak Financial LLC's membership interests as of May 11, 2025:

1. The address is the residential address of the beneficial owner.

2. No unissued or outstanding options, warrants or other rights to acquire membership interests exist.

3. Calculated based on all issued and outstanding membership interests of LOF.

Executive Officers and Directors as a Group (1 person): 100% beneficial ownership.

There are no other persons or entities beneficially owning more than 10% of any class of LOF's membership interests.

Interest of Management and Others in Certain Transactions

The following transactions with Erik Randall (sole member, director and executive officer) during the past two fiscal years and YTD 2025:

All of these contributions and distributions were made by Erik Randall in his capacity as sole member under LOF's Operating Agreement. No other director, officer, significant employee or >10% securityholder had any material direct or indirect interest in any transaction exceeding the materiality thresholds in the past two fiscal years or the current fiscal year.

Experts

No expert named in this offering statement was retained on a contingent-fee basis, nor does any such expert have a material interest in LOF or its subsidiaries, or any connection as promoter, underwriter, voting trustee, director, officer or employee.

The consolidated financial statements of Live Oak Financial as of May 11, 2025 through inception June 2024, available below and incorporated by reference in this Offering Circular, have been audited by Umer Farooq an independent certified public accountant as stated in their report (which expresses an unqualified opinion on the consolidated financial statements. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

Securities Being Offered

LOF is offering up to $600,000 aggregate principal amount of Borrower Payment Dependent Notes (the "Notes"), each series of which corresponds to a single unsecured Borrower Loan originated through LOF's platform. The Notes are U.S. dollar-denominated, fully

amortizing, fixed-rate debt obligations of Live Oak Financial LLC ("LOF"), payable solely from payments LOF receives on the corresponding Borrower Loans. The following description outlines the material terms of the Notes.

Debt Securities-Notes Interest and Payment

Each Note bears interest at the "investor yield percentage" specified in the related Borrower Loan listing, which reflects the borrower's stated interest rate net of LOF's 15% servicing fee. Interest accrues on the same schedule as the Borrower Loan itself, and monthly payments of principal and interest are forwarded to Note holders on the third Business Day after the borrower's payment date. Notes have an initial term ranging from two months to two years; if, at the initial maturity date, any principal or interest remains unpaid on the corresponding Borrower Loan, the Note's term automatically extends by one year (the "Final Maturity"), and no payments are due after that extension expires. Borrowers may prepay their loans in full or in part at any time without penalty, and holders of the related Notes receive their pro rata share of any such prepayment, subject to the servicing fee.

Ranking and Security

The Notes are special, limited obligations of LOF, unsecured and not guaranteed or insured by any third party or government agency. In LOF's organizational hierarchy, payments on the Notes rank superior to any indebtedness owed to LOF's promoters but otherwise pari passu among all holders of the same series. LOF has elected not to appoint an indenture or trustee under the Trust Indenture Act; consequently, investors must enforce their rights individually, without the benefit of a coordinating trustee.

Covenants and Defaults

LOF is required to use commercially reasonable efforts to service and collect each Borrower Loan in accordance with customary industry standards. In particular, any loan that becomes 30 days past due must be referred to a collection agency within five Business Days. No other affirmative or negative covenants apply. An Event of Default under a Note series occurs if LOF misses a principal or interest payment by more than 30 days, breaches any other Note covenant that remains uncured for 90 days after notice (plus a further 90-day cure period), or becomes subject to bankruptcy or insolvency proceedings.

Events of Default

An Event of Default on a series of Notes occurs if:

• 1. LOF fails to pay principal or interest on that series for 30 days past the due date;
• 2. LOF breaches any other Note covenant, continuing 90 days after notice and subject to an additional 90-day cure period; or
• 3. LOF becomes insolvent, files for bankruptcy, or a similar event occurs.

Upon a non-bankruptcy default, holders of a majority of that series may declare the principal and accrued interest immediately due and payable. In a bankruptcy default, such acceleration occurs automatically. Note holders must follow specified notice, demand, and indemnity steps before initiating enforcement actions.

Repurchase and Indemnification Rights

If LOF includes an incorrect risk rating in a Borrower Loan listing, if the Auto Invest feature incorrectly purchases a note resulting in material loss, or if a Borrower Loan was procured through verifiable identity theft that results in default, LOF may, at its option, repurchase the affected Notes for their outstanding principal amount or indemnify the holder for losses measured by principal.

Transfer Restrictions and Modifications

Notes are issued solely in electronic, registered form; no physical certificates will be delivered. They are not listed on any exchange and may only be transferred through a trading platform, should one ever exist, or as mandated by law. LOF may unilaterally amend the terms of the Notes, and Note holders have no approval rights except for (i) defaults in payment and (ii) those provisions requiring unanimous holder consent by their terms.

Other Terms

No conversion rights, warrants or other equity or debt securities are being offered in connection with the Notes. Note holders bear no further liability to LOF, and there are no sinking funds, redemption obligations or assessments. The Notes may only be sold to verified Texas residents under applicable state "Blue Sky" requirements.

Financial Statements Independent Auditor's Report

See Exhibit 11, "Consent and Opinion of Auditor Financial Statements..." which is incorporated by reference in this Offering Circular.

Audited Financial Statements

Statements of Income

For the period ended May 11, 2025

The accompanying notes are an integral part of these financial statements.

LIVE OAK FINANCIAL LLC

Statements of Financial Position As at May 11, 2025

The accompanying notes are an integral part of these financial statements.

LIVE OAK FINANCIAL LLC

Statements of Member's Equity For the period ended May 11, 2025

The accompanying notes are an integral part of these financial statements.

LIVE OAK FINANCIAL LLC

Statements of Cash Flows For the period ended May 11, 2025

The accompanying notes are an integral part of these statements.

Notes to the Financial Statements For the period ended May 11, 2025

1. NATURE OF ORGANIZATION

Live Oak Financial LLC (the "Company") is a Texas single-member limited-liability company formed on June 12, 2024. The Company's principal business is operating a peer-to-peer online credit marketplace that originates unsecured consumer loans and issues pro-rata Borrower Payment Dependent Notes to investors.

The Company is a non-public entity and its sole member is an individual residing in Texas.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") on the accrual basis.

Cash and Cash Equivalents

Cash consists solely of demand deposits held at one commercial bank. The Company holds no cash equivalents as defined under ASC 230.

Property, Equipment and Intangible Assets

Equipment is recorded at fair value on the date of contribution and is being depreciated on a straight-line basis over its estimated useful life of five years with no salvage value.

Use Of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosure relating to contingent assets and liabilities as at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. It is reasonably possible that changes may occur in the near term, within one year, that would affect management's estimates with respect to the allowance for doubtful accounts, accrued expenses, and cash flow.

Intangible Assets

Domain registrations are recorded at cost and are being amortized on a straight-line basis over their one-year registration period.

Depreciation and Amortization

Depreciation and amortization are included in Selling, General & Administrative Expenses.

In-Kind Capital Contributions

Non-cash assets contributed by the sole member are recorded at their fair value on the contribution date, with a corresponding increase to the member's capital account.

Revenue Recognition

Loan Origination Fees. Recognized at the date of loan funding.

- Servicing Fees. Recognized monthly over the servicing period in proportion to services performed.

- Interest Income. The Company does not retain interest on the loans; all interest cash flows are passed through to note holders

Income Taxes

The Company is a single-member LLC treated as a disregarded entity for U.S. federal and state income-tax purposes. No provision for income taxes has been recorded.

Member's Equity

Capital contributions and distributions are recorded directly in the member's capital account. No membership units or shares are issued.

3. Related-Party Transactions

All cash transfers to and from the Company's operating account and the member's personal account constitute capital contributions and distributions. No fees or interest were charged on these transfers.

4. Commitments and Contingencies

As of May 11, 2025, the Company had no material commitments, leases or legal contingencies.

5. Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued.

Signatures

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on May 11 2025.

Live Oak Financial LLC By: /s/Erik Randall Name: Erik Randall Title: Designated Officer Date: May 11 2025

Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709

Filing Fee: $300

Certificate of Formation Limited Liability Company

Filed in the Office of the Secretary of State of Texas Filing #: 805585130 06/12/2024 Document #: 1371973120002 Image Generated Electronically for Web Filing

Initial Mailing Address

Address to be used by the Comptroller of Public Accounts for purposes of sending tax information.

The initial mailing address of the filing entity is: 3520 Alpine Autumn Austin, TX 78744 USA

Organizer

The name and address of the organizer are set forth below. Erik Randall 3520 Alpine Autumn

Effectiveness of Filing

* A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is:

Execution

The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Erik Randall

Signature of Organizer

FILING OFFICE COPY

Form 401-A-General Information Acceptance of Appointment and Consent to Serve as Registered Agent

The attached form is promulgated by the secretary of state and may be used to evidence the acceptance and consent of a person appointed as the registered agent of an entity. This form and the information provided are not substitutes for the advice and services of an attorney.

Commentary

A domestic filing entity and a foreign filing entity registered to do business in Texas are required to continuously maintain a registered agent and a registered office address in Texas. A registered agent must be: 1) an individual resident of Texas; or 2) an organization, other than the organization to be represented, that is registered or authorized to do business in Texas. The registered office address must be located at a street address where service of process may be personally served on the entity's registered agent during normal business hours. Although the registered office is not required to be the entity's principal place of business, the registered office address may not be solely the address of a company that provides mailbox services or telephone answering service (BOC § 5.201).

House Bill 1787, effective January 1, 2010, amended subchapter E of chapter 5 of the Texas Business Organizations Code (BOC) to establish the requirement that a person appointed or named as an entity's registered agent must have consented, in a written or electronic form, to serve in that capacity.

Consent: The appointment of a person as registered agent by an organizer or managerial official of an entity is an affirmation by the organizer or managerial official that the person has consented to serve in the capacity of registered agent. In addition, before the sale, acquisition, or transfer of a majority-ininterest or majority interest of the outstanding ownership or membership interests of a represented entity, the governing authority of the entity must verify whether the person named as the registered agent of the entity prior to the sale, acquisition, or transfer has consented to continue to serve the represented entity in that capacity.

Form: Section 5.201(b) requires that a person who is to be named as the registered agent of a represented entity in a registered agent filing must consent, in a written or electronic form, to serve in that capacity. A registered agent filing is defined by section 5.200(1) and includes any filing instrument that designates or appoints a registered agent or that effects a change or correction to the registered agent such as a certificate of formation, certificate of amendment, or statement of change of registered agent.

Section 5.201(b) also requires the secretary of state to develop the form of the consent. The consent of a registered agent need not be on a prescribed form or contain all the statements found on the attached promulgated form; however, a written or electronic consent to serve as registered agent should contain:

• a. the name of the represented entity;
• b. an express statement that the person designated consents to serve as the entity's registered agent;
• c. the name of the person designated as registered agent;
• d. the signature of the registered agent; and
• e. the date of execution.

Execution of Consent: If the person named as registered agent is an individual, the individual designated must sign the consent. If the person named as registered agent is not an individual, the consent would be signed by an individual authorized to accept the appointment as registered agent on behalf of the organization named as registered agent.

Filing Not Required: The signed consent of the registered agent should be sent to and retained by the represented entity.

Unless otherwise required by the provisions of the BOC or other law applicable to the represented entity, the consent of the registered agent is not required to be submitted or included as part of a registered agent filing. However, a registered agent filing that includes the written consent of the person designated will be retained in the records of the secretary of state as part of the document.

Permissive Filing: A consent of registered agent that is submitted separately for purposes of filing with the secretary of state will be indexed in the filing history of the represented entity if the consent is accompanied by the fee imposed under chapter 4 of the BOC for the filing of an instrument for which a fee is not expressly provided. The fee is $15, unless the consent is submitted on behalf of a nonprofit corporation or cooperative association. The fee for a nonprofit corporation or cooperative association is $5. The consent may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463- 5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701.

Rejection of Appointment: A person who has been named as the registered agent of an entity without the person's consent is not required to perform the duties of a registered agent (BOC § 5.206). In addition, a person who has been designated as a registered agent without the person's consent may file a rejection of the appointment with the secretary of state. On filing, the rejection of appointment will terminate the appointment of the registered agent and registered office. Failure to appoint or maintain a registered agent and registered office may result in the involuntary termination of a domestic filing entity or the revocation of a foreign filing entity's registration to transact business in Texas.

Changes by a Registered Agent: A registered agent that changes its name or that changes its address as the address of the entity's registered office should notify the represented entity of the change and file a statement of change with the secretary of state. (Form 408)

A person may resign as the registered agent of an entity by providing notice to the represented entity and the secretary of state. Notice to the secretary of state must be given before the 11ihday after the date notice is given to the entity. On compliance with the notice requirements, the appointment of the registered agent and registered office terminate. However, this termination is not effective until the 31st day after the date the secretary of state receives notice (BOC § 5.204(d)).

Changes by a Represented Entity: The failure of a domestic or foreign filing entity to maintain a registered agent and registered office address in Texas may result in the involuntary termination of the domestic filing entity or in the revocation of the foreign entity's registration. Therefore, it is important that an entity file a statement of change of registered agent and/or registered office (Form 401) with the secretary of state to appoint a new registered agent when the person named as registered agent will no longer serve in that capacity or when the registered office address of the entity changes.

False or Fraudulent Filings: Please note that the liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that designates and appoints a person as the registered agent of an entity without that person's consent (BOC § 5.207).

A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person's intent is to harm or defraud another, in which case the offense is a state jail felony.

Revised 12/09

Form 401-A (Revised 12/09)

Acceptance of Appointment and Consent to Serve as Registered Agent §5.201(b) Business Organizations Code

The following form may be used when the person designated as registered agent in a registered agent filing is an individual.

Acceptance of Appointment and Consent to Serve as Registered Agent

I acknowledge, accept and consent to my designation or appointment as registered agent in Texas for

Live Oak Financial LLC

Name of represented entity

I am a resident of the state and understand that it will be my responsibility to receive any process, notice, or demand that is served on me as the registered agent of the represented entity; to forward such to the represented entity; and to immediately notify the represented entity and submit a statement of resignation to the Secretary of State if I resign.

Erik Randall Signature of registered agent Erik Randall Printed name of registered agent 06/12/2024 Date (mm/dd/yy)

The following form may be used when the person designated as registered agent in a registered agent filing is an organization,

Acceptance of Appointment and Consent to Serve as Registered Agent §5.201(b) Business Organizations Code

The following form may be used when the person designated as registered agent in a registered agent filing is an individual.

Acceptance of Appointment and Consent to Serve as Registered Agent

I acknowledge, accept and consent to my designation or appointment as registered agent in Texas for

Name of represented entity

I am a resident of the state and understand that it will be my responsibility to receive any process, notice, or demand that is served on me as the registered agent of the represented entity; to forward such to the represented entity; and to immediately notify the represented entity and submit a statement of resignation to the Secretary of State if I resign.

Signature of registered agent Printed name of registered agent Date (mm/dd/yy)

The following form may be used when the person designated as registered agent in a registered agent filing is an organization,

Print Reset

Limited Liability Company Agreement of Live Oak Financial

A Single Member Limited Liability Company

This Operating Agreement ("Agreement") of Live Oak Financial, ("Company"), is executed and agreed to, for good and valuable consideration, by the undersigned members (individually, "Member" or collectively, "Members").

Formation.

(a) State of Formation. This Agreement is for Live Oak Financial, a member-managed Texas limited liability company formed under and pursuant to Texas law.

(b) Operating Agreement Controls. To the extent that the rights or obligations of the Members, or the Company under provisions of this Agreement differ from what they would be under Texas law absent such a provision, this Agreement, to the extent permitted under Texas law, shall control.

(c) Principal Office. The Company's principal office will be as set out in the Company's Articles of Organization or other filing on record with the Secretary of State, or such other location as shall be selected from time to time by the Members.

(d) Registered Agent and Office. The name of the Company's registered agent for service of process and the address of the Company's registered office will be as specified in the Company's Articles of Organization or any subsequent filings with the Secretary of State. If this information changes, the Company will promptly file a statement of change with the Secretary of State according to applicable law.

(e) No State Law Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership (including, without limitation, a limited partnership) or joint venture, or any Member a partner or joint venturer of or with any other Member, for any purposes other than federal and state tax purposes.

Purposes and Powers.

(a) Purpose. The Company is created for the following business purpose:

Live Oak Financial LLC will operate as a peer to peer lending service through originating consumer loans to borrowers through the issuance of borrower payment dependent notes to lenders.

(b) Powers. The Company shall have all of the powers of a limited liability company set forth under Texas law.

(c) Duration. The Company's term shall commence upon the filing of an articles of organization and all other such necessary materials with Texas. The Company will operate until terminated as outlined in this Agreement unless:

(i) The Member votes to dissolve the Company;

(ii) No Member of the Company exists unless the business of the Company is continued in a manner permitted by Texas law;

• (iii) It becomes unlawful for any Member or the Company to continue in business;
• (iv) A judicial decree is entered that dissolves the Company; or
• (v) Any other event results in the dissolution of the Company under federal or Texas law.

Member.

(a) Member. The sole member of Live Oak Financial at the time of adoption of this Agreement is Erik Randall ("Member").

(b) Initial Contribution. The Member shall make an initial contribution to the Company. The initial contributions shall be as described in Attachment A, "Initial Contributions of the Member."

No Member shall be entitled to interest on their initial contribution. Except as expressly provided by this Agreement, or as required by law, no Member shall have any right to demand or receive the return of their initial contribution.

(c) Limited Liability of the Member. Except as otherwise provided for in this Agreement or otherwise required by Texas law, no Member shall be personally liable for any acts, debts, liabilities, or obligations of the Company beyond their respective initial contribution. The Member shall look solely to the Company property for the return of their initial contribution, or value thereof, and if the Company property remaining after payment or discharge of the debts, liabilities, or obligations of the Company is insufficient to return such initial contributions or value thereof, no Member shall have any recourse against any other Member, if any other Member exists, except as is expressly provided for by this Agreement.

(d) Creation or Substitution of New Members. Any Member may assign in whole or in part its membership interest only with the prior written consent of all Members.

(i) Entire Transfer. If a Member transfers all of its membership interest, the transferee shall be admitted to the Company as a substitute Member upon its execution of an instrument signifying its Agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately upon the transfer, and, simultaneously, the transferor Member shall cease to be a Member of the Company and shall have no further rights or obligations under this Agreement.

(ii) Partial Transfer. If a Member transfers only a portion of its membership interest, the transferee shall be admitted to the Company as an additional Member upon its execution of an instrument signifying its Agreement to be bound by the terms and conditions of this Agreement.

(iii) Whether a substitute Member or an additional Member, absent the written consent of all existing Members of the Company, the transferee shall be a limited Member and possess only the percentage of the monetary rights of the transferor Member that was transferred without any voting power as a Member in the Company.

Member Voting.

(a) Voting Power. In the event that the Company has multiple Members simultaneously, the Company's Members shall each have voting power equal to its share of membership interest in the Company.

Accounting and Distributions.

(a) Fiscal Year. The Company's fiscal year shall end on the last day of December.

(c) Distributions. Distributions shall be issued, as directed by the Company's Treasurer or Assistant Treasurer, on a monthly basis, based upon the Company's fiscal year. The distribution shall not exceed the remaining net cash of the Company after making appropriate provisions for the Company's ongoing and anticipatable liabilities and expenses. Each Member shall receive a percentage of the overall distribution that matches that Member's percentage of membership interest in the Company.

Tax Treatment Election.

(c) Tax Designation. The Company has not filed with the Internal Revenue Service for treatment as a corporation. Instead, the Company will be taxed as a pass-through organization. The Member may elect for the Company to be treated as a C-Corporation or an S-Corporation at any time.

Officers.

(a) Appointment and Titles of Officers. The officers of the Company shall be appointed by the Member and shall consist of at least a Chairman, a Secretary, and a Treasurer. The Member may also choose one or more President, Vice-President, Assistant Secretaries, and Assistant Treasurers. Any number of offices may be held by the same person, as permitted by Texas law. The Member may appoint such other officers and agents as the Member shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. The officers and agents of the Company shall hold office until their successors are chosen and qualified. Any officer appointed by the Member may be removed at any time, with or without cause, by the Member, or if there are multiple Members, an affirmative vote of a majority of the Members. Any vacancy occurring in any office of the Company shall be filled by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a limited liability company formed under Texas law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office.

(i) Chairman. The Chairman shall be the chief executive officer of the Company, shall be responsible for the general and active management of the business of the Company, and shall see

that all orders and resolutions of the Members are carried into effect. The Chairman shall execute all contracts on behalf of the Company, except:

1. Where required or permitted by law or this Agreement to be otherwise signed and executed;

2.Where signing and execution thereof shall be expressly delegated by the Member to some other officer or agent of the Company.

(ii) President. In the absence of the Chairman or in the event of the Chairman's inability to act, the President shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The President shall perform such other duties and have such other powers as the Member may from time to time prescribe.

(iii) Vice-Presidents. In the absence of the Chairman and President or in the event of their inability to act, any Vice-Presidents in the order designated by the Member (or, in the absence of any designation, in the order of their appointment by the Member) shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. Vice-Presidents, if any, shall perform such other duties and have such other powers as the Member may from time to time prescribe.

(iv) Secretary and Assistant Secretary. The Secretary shall be responsible for filing legal documents and maintaining records for the Company. The Secretary shall attend and record all the proceedings of the meetings of the Company and of the Member in a book to be kept for that purpose. The Secretary shall perform such other duties as may be prescribed by the Member or the Chairman, under whose supervision the Secretary shall serve. The Secretary shall cause to be prepared such reports and/or information as the Company is required to prepare by applicable law, other than financial reports. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in order of their appointment by the Member), shall, in the absence of the Secretary or in the event of the Secretary's inability to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member may from time to time prescribe.

(v) Treasurer and Assistant Treasurer. The Treasurer shall have the custody of the Company funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company according to generally accepted accounting practices, using a fiscal year ending on the last day of the month of December. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Member. The Treasurer shall distribute the Company's profits to the Member. The Treasurer shall disburse the funds of the Company as may be ordered by the Member and shall render to the Chairman and to the Member, at regular intervals or when the Member so requires, an account of all of the Treasurer's transactions and of the financial condition of the Company. As soon as practicable after the end of each fiscal year of the Company, the Treasurer shall prepare a statement of financial condition as of the last day of the Company's fiscal year, and a statement of income and expenses for the fiscal year then ended, together with supporting schedules. Each of said annual statements shall be prepared on an income tax basis and delivered to the Member forthwith upon its preparation. In addition, the Treasurer shall keep all financial records required to be kept pursuant to Texas law. The Assistant

Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Member (or if there be no such determination, then in the order of their appointment), shall, in the absence of the Treasurer or in the event of the Treasurer's inability to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Member may from time to time prescribe.

(b) Officers as Agents. The officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company's business, and the actions of the officers taken in accordance with such powers shall bind the Company.

(c) Fiduciary Duties of the Officers.

(i) Loyalty and Care. Except to the extent otherwise provided herein, each officer shall have a fiduciary duty of loyalty and care similar to that of officers of limited liability companies organized under the laws of Texas.

(ii) Competition with the Company. The officers shall refrain from dealing with the Company in the conduct of the Company's business as or on behalf of a party having an interest adverse to the Company. Officers shall also refrain from competing with the Company in the conduct of the Company's business.

(iii) Duties Only to the Company. Officers' fiduciary duties of loyalty and care are to the Company and not to any future Members or officers. Officers shall owe fiduciary duties of disclosure, good faith, and fair dealing to the Company, but shall owe no such duties to future Members. An officer who so performs their duties shall not have any liability by reason of being or having been an officer.

(iv) Reliance on Reports. In discharging their duties, officers are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

• 1. One or more Members, officers, or employees of the Company whom the officer reasonably believes to be reliable and competent in the matters presented.
• 2. Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
• 3. A committee of Members of which the affected officer is not a participant, if the officer reasonably believes the committee merits confidence.

Dissolution.

(a) Limits on Dissolution. The Company shall have a perpetual existence and shall be dissolved, and its affairs shall be wound up only upon the provisions established in this Agreement. Notwithstanding any other provision of this Agreement, the bankruptcy of any Member shall not cause such Member to cease to be a Member of the Company. Upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Each Member waives any right that it may have to agree in writing to dissolve the Company upon the bankruptcy of any Member or the occurrence of any event that causes any Member to cease to be a Member of the Company.

(b) Winding Up. Upon the occurrence of any event specified in the earlier "Duration" section above, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Member, or in the event of multiple Members, one or more Members selected by the remaining Members, shall be responsible for overseeing the winding up and liquidation of the Company. The responsible Members shall take full account of the liabilities of the Company and its assets, shall either cause its assets to be distributed as provided under this Agreement or sold, and if sold, as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient, to be applied and distributed as provided under this Agreement.

(c) Distributions in Kind. Any non-cash asset distributed to one or more Members in liquidation of the Company shall first be valued at its fair market value (net of any liability secured by such asset that such Member assumes or takes subject to) to determine the profits or losses that would have resulted if such asset were sold for such value. Such profit or loss shall then be allocated as provided under this Agreement. The fair market value of such asset shall be determined by the Members or, if any Member objects, by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved) approved by the Members.

(d) Termination. The Company shall terminate when:

(i) All of the assets of the Company, after payment of or due provision for all debts, liabilities, and obligations of the Company, shall have been distributed to the Member in the manner provided for under this Agreement; and

(ii) The Company's registration with Texas shall have been canceled in the manner required by Texas law.

(e) Accounting. Within a reasonable time after complete liquidation, the Company Treasurer shall furnish the Members with a statement which shall set forth the assets and liabilities of the Company as at the date of dissolution and the proceeds and expenses of the disposition thereof.

(f) Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Member shall only be entitled to look solely to the assets of the Company for the return of its initial contribution and shall have no recourse for its initial contribution and/ or share of profits (upon dissolution or otherwise) against any other Member, if any other such Member exists.

(g) Notice to Texas Authorities. Upon the winding up of the Company, the Member with the highest percentage of membership interest in the Company shall be responsible for the filing of all appropriate notices of dissolution with Texas and any other appropriate state or federal authorities or agencies as may be required by law.

Exculpation and Indemnification.

(a) No Member, officer, employee, or agent of the Company and no employee, agent, or affiliate of a Member (collectively, "Covered Person") shall be liable to the Company or any other person who has an interest in or claim against the Company for any loss, damage, or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person

shall be liable for any such loss, damage, or claim incurred by reason of such Covered Person's gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any loss, damage, or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement. Expenses, including legal fees, incurred by a Covered Person defending any claim, demand, action, suit or proceeding shall be paid by the Company. The Covered Person shall be liable to repay such amount if it is determined that the Covered Person is not entitled to be indemnified as authorized in this Agreement.

No Covered Person shall be entitled to be indemnified in respect of any loss, damage, or claim incurred by such Covered Person by reason of such Covered Person's gross negligence or willful misconduct with respect to such acts or omissions unless such Covered Person is a Member of the Company, who shall have full indemnity against gross negligence or willful misconduct. Any indemnity under this Agreement shall be provided out of and to the extent of Company assets only.

(c) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports, or statements presented to the Company by any person as to matters the Covered Person reasonably believes are within such other person's professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports, or statements as to the value and amount of the assets, liabilities, or any other facts pertinent to the existence and amount of assets from which distributions to the Member might properly be paid.

(d) To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.

(e) The foregoing provisions of this article shall survive any termination of this Agreement.

Insurance.

The Company shall have the power to purchase and maintain insurance, including insurance on behalf of any Covered Person against any liability asserted against such person and incurred by such Covered Person in any such capacity, or arising out of such Covered Person's status as an agent of the Company, whether or not the Company would have the power to indemnify such person against such liability under the applicable law provision.

General Provisions.

(a) Notices. All notices, offers, or other communications required or permitted to be given pursuant to this Agreement shall be in writing and may be personally served or sent by United States mail and shall be deemed to have been given when delivered in person or three business days after deposit in United States mail, registered or certified, postage prepaid, and properly addressed, by or to the appropriate party.

(b) Number of Days. In computing the number of days (other than business days) for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday on which national banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or such holiday.

(c) Execution of Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument.

(d) Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(e) Headings. The article and section headings in this Agreement are for convenience, and they form no part of this Agreement and shall not affect its interpretation.

(f) Controlling Law. This Agreement shall be governed by and construed in all respects in accordance with the laws of Texas (without regard to conflicts of law principles thereof).

(g) Application of State Law. Any matter not specifically covered by a provision of this Agreement shall be governed by the applicable provisions of Texas law.

(h) Amendment. This Agreement may be amended only by written consent of the Member. Upon obtaining the approval of any such amendment, supplement, or restatement as to the Certificate, the Company shall cause a Certificate of Amendment or Amended and Restated Certificate to be prepared, executed, and filed in accordance with Texas law.

(i) Entire Agreement. This Agreement contains the entire understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, except as herein contained.

IN WITNESS WHEREOF, the Member has executed and agreed to this Limited Liability Company Operating Agreement, which shall be effective as of June 13, 2024.

By: Date: 06-13-2024

Erik Randall, Sole Member and Chairman

Attachment A

Initial Contributions of the Member

The initial contributions of the Member of Live Oak Financial are as follows:

• Erik Randall
• Contribution:
• Cash: $500.00
• Server Equipment valued at $35.00
• Web Domain valued at $8.00

FIRST AMENDMENT TO THE OPERATING AGREEMENT

Of Live Oak Financial LLC, a Texas Limited Liability Company

This First Amendment (this "Amendment") to the Operating Agreement of Live Oak Financial LLC, LLC (the "Company") is made and entered into as of March 01, 2025, by the undersigned, being the sole Member of the Company.

Recitals

• A. The Company and Member entered into that certain Operating Agreement dated June 13, 2024 (the "Operating Agreement").
• B. The Member now wishes to amend the Operating Agreement as set forth below.

Amendment

Notwithstanding anything to the contrary herein, the Member is hereby authorized, without further approval of any Person, to make additional capital contributions to, and to receive distributions from, the Company at such times, in such amounts and on such terms as the Member, in his or her sole discretion, may determine, and the Company shall credit or debit the Member's capital account accordingly.

Effectiveness

This Amendment shall become effective as of June 13, 2024 by the Member and shall be deemed part of the Operating Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

By: Date: 03-01-2025

Erik Randall, Managing Member

SECOND AMENDMENT TO THE OPERATING AGREEMENT

Of Live Oak Financial LLC, a Texas Limited Liability Company

This Second Amendment (this "Amendment") to the Operating Agreement of Live Oak Financial LLC, LLC (the "Company") is made and entered into as of May 11, 2025, by the undersigned, being the sole Member of the Company.

Recitals

• A. The Company and Member entered into that certain Operating Agreement dated June 13, 2024 (the "Operating Agreement").
• B. The Member now wishes to amend the Operating Agreement as set forth below.

Amendment

Effective as of May 11, 2025, the Operating Agreement of Live Oak Financial LLC is hereby amended by inserting the following as a new Section:

Limitation on Additional Indebtedness

• (a) Subordination. Any additional indebtedness incurred by the Company ("New Debt") shall be junior and subordinate in right of payment to all Borrower-Payment-Dependent Notes issued by the Company.
• (b) Fixed-Charge Coverage Test. The Company may incur, assume, guarantee or otherwise become liable for New Debt for primary business purposes only if, after giving effect to such New Debt on a pro forma basis, the Company's Fixed-Charge Coverage Ratio ("FCCR") for the most recent trailing twelve-month period would be at least 1.0.
• (c) Calculation of FCCR.
  • (i) "Fixed-Charge Coverage Ratio" or "FCCR" means, for any period, the ratio of:
    • Numerator: EBITDA for such period, less cash taxes paid during such period; to
    • Denominator: the sum of (A) cash interest expense incurred during such period, plus (B) scheduled principal payments on all debt outstanding during such period.
  • (ii) "EBITDA" means net income (loss) plus interest expense, income taxes, depreciation and amortization, each determined in accordance with GAAP.
• (d) Certificate of Compliance. Before incurring any New Debt, the Manager shall deliver to the Members a certificate, signed by the Company's Chief Financial Officer (or Treasurer), certifying that, on a pro forma basis after giving effect to the proposed New Debt, the Company's FCCR would be no less than 1.0.
• (e) Survival. This Section shall survive the issuance of any New Debt and may be enforced by any Member or Noteholder as if set forth in the original Operating Agreement.

This covenant shall survive the issuance of any New Debt and shall be enforceable by any Member or Noteholder as if originally set forth in the Operating Agreement.

Effectiveness

All other provisions of the Operating Agreement remain in full force and effect. This Amendment shall become effective as of May 11, 2025 by the Member and shall be deemed part of the Operating Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.

By: Date: 05-11-2025

Erik Randall, Managing Member

Investor Registration Agreement

This Investor Registration Agreement (this "Agreement") is made and entered into among you and Live Oak Financial LLC ("Live Oak Financial," "Issuer", "I", "we," or "us"). This Agreement will govern all purchases of Borrower Payment Dependent Notes ("Notes") that you ("Investor") may, from time to time, make from Live Oak Financial.

Any Note you purchase will be a special, limited obligation of Live Oak Financial only and not an obligation of the borrower on the corresponding Borrower Loan (as defined below). The Note will be unsecured; you will not own the corresponding Borrower Loan and you will have no right to pursue the borrower on the corresponding Borrower Loan for payment of such loan or the Note tied to such loan.

Live Oak Financial has registered with the Texas Securities Board and U.S. Securities and Exchange Commission for the continuous offering and sale of Notes issued by Live Oak Financial. The Notes are offered pursuant to a prospectus (as supplemented from time to time, the "Prospectus"). The Prospectus contains detailed information about Live Oak Financial's operations, including risks, terms of the Notes, and the nature of the corresponding Borrower Loans.

In consideration of the covenants, agreements, representations, and warranties hereinafter set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. Purchase and Sale of Notes.

Subject to the terms and conditions of this Agreement, Live Oak Financial will provide you the opportunity through its website and any associated websites, desktop, or mobile applications (collectively, the "Live Oak Financial websites"):

• To review and bid on loan listings, which are requests for loans ("Borrower Loans") that Live Oak Financial has received from its borrower members, with each such bid being at least $50;
• To purchase Notes from Live Oak Financial in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and
• To instruct Live Oak Financial to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated.

Any bid you place on a loan listing is a commitment by you to purchase a Note from Live Oak Financial in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to

fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account separate from Live Oak Financial's own funds.

Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not move or otherwise reallocate the funds used to support your bid unless and until Live Oak Financial has notified you that the Borrower Loan will not be funded. If a loan listing on which you've bid does not fund, Live Oak Financial will inform you and release you from your purchase commitment. Live Oak Financial does not warrant or guarantee that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount.

All Notes are currently not issued pursuant to a trust indenture in reliance on applicable exemptions under the Trust Indenture Act of 1939, as amended (the "Act"), including, but not limited to, exemptions set forth in Sections 304(a)(8), 304(a)(9), and 304(d) of the Act. Specifically, Live Oak Financial is relying on exemptions applicable to securities issued under Regulation A and offerings that do not exceed $10,000,000 in aggregate principal amount within a 36-month period.

The Notes have not been and will not be issued under a "qualified" indenture within the meaning of the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) (the "TIA"), and the TIA does not apply to the Notes pursuant to the following exemptions:

• 1. Section 304(a)(8) Exemption (15 U.S.C. § 77ddd(a)(8) & Rule 4a-1 thereunder, 17 C.F.R. § 260.4a-1) - debt securities not issued under an indenture are exempt so long as the aggregate principal amount of such securities does not exceed the amount specified in Section 3(b) of the Securities Act of 1933 (15 U.S.C. § 77c(b)), currently $50,000,000, in any twelve-consecutive-month period.
• 2. Section 304(a)(9) Exemption (15 U.S.C. § 77ddd(a)(9) & Rule 4a-3 thereunder, 17 C.F.R. § 260.4a-3) - debt securities issued under an indenture that limits outstanding principal to $10,000,000 (or less) are exempt, provided that no more than $10,000,000 of such securities are issued within any rolling 36-month period.
• 3. Section 304(d) Exemption (15 U.S.C. § 77ddd(d) & Rule 4a-2 thereunder, 17 C.F.R. § 260.4a-2) - any security issued or to be issued pursuant to Regulation A under the Securities Act of 1933 (17 C.F.R. Part 230, Subpart 1) is exempt from all provisions of the TIA.

Live Oak Financial is relying on these exemptions in respect of (i) its Regulation A offering, and (ii) its small-indenture program not to exceed $10,000,000 in aggregate principal within any 36 month period.

Live Oak Financial acknowledges its obligation to comply with the provisions of the Act should the issuance of Notes exceed the applicable exemption thresholds. In such circumstances,

Live Oak Financial will update this Agreement and any related offering materials to reflect that Notes will be issued pursuant to an Indenture, in accordance with the requirements of the Act.

Investors should be aware that the absence of an Indenture means that the rights and remedies typically provided under an Indenture, including the appointment of a trustee to act on behalf of Note holders, are not applicable to the Notes at this time.

2. Issuance.

• a. Each time you purchase a Note, it will be issued immediately following the closing of the corresponding Borrower Loan. All Borrower Loans are originated by Live Oak Financial, LLC. Live Oak Financial will use the proceeds of the sale of each series of Notes to fund the corresponding Borrower Loan. Borrower Loans generally close at the end of their 5-day listing period unless:
  • i. The borrower member withdraws the loan request prior to funding;
  • ii. Bids for the entire amount of the borrower member's loan request have been received earlier, in which case the Borrower Loan will close earlier; or
  • iii. The loan request is canceled by Live Oak Financial for reasons relating to the operation and integrity of the Live Oak Financial websites, such as attempted fraud or a failure to verify information upon request.
• b. Live Oak Financial will act as the agent of both the payee (investor) and the payor (borrower) for all payments related to Borrower Loans and corresponding Notes. Payments made by borrowers on Borrower Loans corresponding to your pro rata share will be deemed as "received" by you upon receipt by Live Oak Financial. The following provisions apply to Live Oak Financial's role as an agent:
  • i. Agent for Payee (Investor):
    • This Agreement constitutes the written agreement between Live Oak Financial and you, directing Live Oak Financial to collect and process payments from borrowers on your behalf.
    • Live Oak Financial is publicly held out as authorized to accept payments for your Notes on your behalf.
    • Payments on the Borrower Loan are treated as received by you once they are received by Live Oak Financial. The borrower's obligation is extinguished at that time, and there is no risk of loss to the borrower if Live Oak Financial fails to remit funds to you.
  • ii. Agent for Payor (Borrower):
    • Live Oak Financial acts as an intermediary to process payments from borrowers to investors.
    • Live Oak Financial bears sole responsibility for ensuring payment to investors, including making you whole in the event of a failure to transmit funds.
    • Live Oak Financial complies with all applicable exemptions to money transmission laws as defined in the Texas Finance Code Title 3, Chapter 152, Section 152.004(2) and (3).
• c. At the time of Note issuance:

• i. You must have sufficient funds on deposit in your designated account, separate from Live Oak Financial's funds, to cover the purchase price of the Note.
• ii. Your bid on the Borrower Loan listing must be irrevocable and will be processed even if the full amount of the loan listing is not funded, provided Live Oak Financial does not cancel the Borrower Loan or inform you that it will not be funded.
• iii. If the loan listing on which you bid does not fund, Live Oak Financial will notify you and release you from your purchase commitment.

3. Successor Servicer; Data-Turnover on Wind-Down.

• a. Successor Servicer Efforts. If Live Oak Financial ceases operations or determines it can no longer service Notes due to financial hardship, it will use commercially reasonable efforts to locate and appoint a qualified third-party servicer to assume servicing and collections on behalf of Noteholders. Such successor servicer may charge fees that could reduce the net payments received by Noteholders. If, after a diligent search of at least 30 days, Live Oak Financial cannot secure a successor servicer, then within five (5) business days it will deliver to each Noteholder the name, address, email and phone number of each Borrower underlying that Note, together with an up-to-date payment history, solely for the purpose of direct enforcement and collection.
• b. Data-Turnover if No Servicer Found. Notwithstanding any applicable rule, regulation or court order that might otherwise suspend or limit payments, Live Oak Financial's obligations under subsections (a) and (b) survive its wind-down or dissolution and may be enforced by Noteholders as an express covenant of this Agreement.

4. Terms of the Notes.

Each Note shall have the terms and conditions described in the Prospectus and the Note itself. The Prospectus and form of Note are available for your review on Live Oak Financial's website. The interest rate, maturity, and other terms of the corresponding Borrower Loan will be described in the loan listing on Live Oak Financial's website and the Promissory Note executed by the borrower.

Subject to our obligation to use commercially reasonable efforts to service and collect Borrower Loans, you understand and agree that we may, in our sole discretion, at any time and from time to time, amend or waive any term of a Borrower Loan, and we may in our sole discretion charge off any Borrower Loan that we deem uncollectible.

Live Oak Financial will notify you in writing at least three (3) business days prior to any material amendment or waiver of a Borrower Loan term, or any charge-off of a Borrower Loan. Such notice will describe the nature of the change or charge-off and its anticipated effective date, and provide you an opportunity to ask questions or raise concerns before the change becomes effective.

5. Representations and Warranties as to Notes Sold.

Live Oak Financial makes the following representations and warranties to you, with respect to each Note sold to you under this Agreement, as of the date the Note is sold to you:

• a. Compliance with Laws: Live Oak Financial has complied in all material respects with applicable federal, state, and local laws in connection with the offer and sale of the Note.
• b. Authorization and Binding Obligation: The Note has been duly authorized and, following payment of the purchase price by you and electronic delivery by Live Oak Financial to you, will constitute a valid and binding obligation of Live Oak Financial enforceable against Live Oak Financial in accordance with its terms, except as the enforcement of the Note may be limited by applicable bankruptcy, insolvency, or similar laws.
• c. Use of Proceeds: The proceeds from the sale of the Note have been used to facilitate the funding of the Borrower Loan you have designated.
• d. Conformance with Bid: If you bid on a loan listing by browsing online through available loan listings displayed on our website, the Note sold to you will be in the principal amount of the bid you placed on the loan listing and dependent for payment on the Borrower Loan identified in the loan listing.
• e. Investment Criteria: If you have used an automated tool that we offer, such as Auto Invest, to identify the Notes you are purchasing, each of those Notes conforms to the investment criteria you provided through the applicable tool or service.

6. Remedies.

In the event of a breach by Live Oak Financial of any of the representations and warranties contained in Section 4 that materially and adversely affects your interest in a Note sold to you by Live Oak Financial, the following remedies apply:

• a. Interest Breach: For a breach that materially and adversely affects your interest in a Note ("Interest Breach"), Live Oak Financial shall, at its option:
  • i. Cure the Interest Breach if it is susceptible to cure;
  • ii. Repurchase the Note from you; or
  • iii. Indemnify and hold you harmless against all losses (including losses resulting from nonpayment of the Note), damages, expenses, legal fees, costs, and judgments resulting from any claim or defense arising from the Interest Breach.
• b. Sale Breach: For a breach involving a sale of a Note that is materially different from what you would have purchased or would not have purchased but for the breach ("Sale Breach"), Live Oak Financial shall, at its option:
  • i. Cure the Sale Breach if it is susceptible to cure;
  • ii. Repurchase the Note from you; or
  • iii. Indemnify and hold you harmless against all losses as described above.
• c. Identity Breach: If a Borrower Loan defaults materially as a direct result of verifiable identity theft (each an "Identity Breach"), Live Oak Financial shall, at its option:
  • i. Cure the Identity Breach if it is susceptible to cure;
  • ii. Repurchase the affected Note from you; or

iii. Indemnify and hold you harmless against all losses, damages, expenses, legal fees, costs and judgments arising from that Identity Breach.

Notwithstanding the foregoing, Live Oak Financial shall have no obligation to indemnify or repurchase any Note for losses arising from fraud (other than verifiable identity theft) in connection with a loan listing, or due to any false or inaccurate statements or omissions of fact in a listing (including in credit data, borrower representations, or other indicators of intent or ability to repay).

• d. Election and Notice: Live Oak Financial shall notify you of its election to cure, repurchase, or indemnify no later than 90 days after discovery of the breach.
• e. Repurchase Price: If Live Oak Financial repurchases a Note, the repurchase price will equal the remaining outstanding principal balance of the Note as of the date of repurchase. This amount will be remitted to the bank account linked to your Live Oak Financial user account. Upon repurchase, you agree that the Note will be automatically assigned to Live Oak Financial.
• f. Exclusive Remedies: The remedies provided in this section are your sole protection for breaches of Section 4.

7. Your Covenants and Acknowledgements.

You agree to the following:

• a. NONDISCRIMINATION : WHEN MAKING BIDS ON LOAN LISTINGS, YOU WILL NOT DISCRIMINATE AGAINST ANY BORROWER MEMBER OR GROUP ON ANY PROHIBITED BASIS, INCLUDING RACE, COLOR, RELIGION, NATIONAL ORIGIN, SEX, MARITAL STATUS, AGE, SEXUAL ORIENTATION, MILITARY STATUS, OR THE BORROWER'S SOURCE OF INCOME.
• b. NO COLLECTION ATTEMPTS : YOU AGREE THAT YOU WILL NOT, DIRECTLY OR INDIRECTLY, ATTEMPT TO COLLECT FROM BORROWERS ON YOUR NOTES OR THE CORRESPONDING BORROWER LOANS UNTIL APPLICABLE.
• c. ACKNOWLEDGMENT OF RISK : YOU UNDERSTAND THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS, AND SUCH DEFAULTS WILL REDUCE OR ELIMINATE AMOUNTS YOU MAY RECEIVE ON CORRESPONDING NOTES.

8. Your Financial Suitability Representations and Warranties.

You represent and warrant the following:

• a. Financial Suitability: You satisfy the minimum financial suitability standards applicable to your state of residence, if any, and agree to abide by any maximum investment limits described in the Prospectus.
• b. Documentation: You will provide any additional documentation reasonably requested by us, or required by the Securities and Exchange Commission or state securities administrators, to confirm compliance with applicable standards.

• c. Risk Tolerance: You understand and accept the risks associated with investing in Notes, including the potential loss of your entire investment.
• d. Investment Knowledge: You have received and reviewed the Prospectus, understand the risks described therein, and acknowledge that there may be no secondary market for the Notes.

9. Your Other Representations and Warranties.

You warrant and represent that:

• a. You have the legal authority to enter into and perform your obligations under this Agreement.
• b. This Agreement has been duly authorized, executed, and delivered by you.
• c. You have reviewed the Prospectus, including information about Live Oak Financial and its operations.
• d. Your participation complies with applicable federal, state, and local laws.
• e. If you are entering this Agreement as an entity, the individual executing this Agreement on behalf of the entity is duly authorized to bind the entity, and the entity is in compliance with its own organizational documents and any applicable agreements or laws.

10. No Advisory Relationship.

You acknowledge and agree to the following:

• a. The purchase and sale of Notes is an arms-length transaction between you and Live Oak Financial.
• b. Live Oak Financial is not acting as your agent or fiduciary in connection with the purchase and sale of Notes.
• c. Live Oak Financial assumes no advisory or fiduciary responsibility toward you and has not provided any legal, accounting, regulatory, or tax advice regarding the Notes.
• d. You have consulted with your own advisors to the extent you deem appropriate regarding the Notes and their associated risks.

11. Restrictions on Use.

Live Oak Financial reserves the right to restrict your access to its platform or websites, with or without cause and with or without notice.

• a. Personal Use: You are not authorized to use Live Oak Financial to bid on loan listings or purchase Notes for anyone other than yourself.
• b. Ownership of Account: You must be the owner of the deposit account you designate for fund transfers, with authority to direct transfers to or from that account.
• c. Borrower Loans: If you obtain Borrower Loans through the platform, amounts in the bank account linked to your Live Oak Financial user account may be set off against any delinquent amounts owed on your Borrower Loans, or against any shortfall resulting from failed transfers or deposits.

12. Live Oak Financial's Representations and Warranties.

Live Oak Financial represents and warrants the following:

• a. Organization and Authority: Live Oak Financial is duly organized and validly existing as a limited liability company in good standing under the laws of Texas, with the power to enter into and perform its obligations under this Agreement.
• b. Authorization: This Agreement has been duly authorized, executed, and delivered by Live Oak Financial.
• c. Compliance: Live Oak Financial has complied in all material respects with applicable laws in connection with the issuance and sale of Notes.

13. No Guarantee of Returns or Payments.

Live Oak Financial makes no guarantees regarding the returns, principal, or interest you may receive on any Note.

• a. PERFORMANCE RISK : THE AMOUNT YOU RECEIVE IS WHOLLY DEPENDENT ON THE PAYMENT PERFORMANCE OF THE BORROWER UNDER THE CORRESPONDING BORROWER LOAN.
• b. NO GUARANTEES : LIVE OAK FINANCIAL DOES NOT GUARANTEE BORROWER LOANS OR NOTES AND DOES NOT ACT AS A GUARANTOR OF ANY BORROWER PAYMENTS.

14. Prohibited Activities.

You agree not to engage in the following activities related to loan listings, bids, Notes, Borrower Loans, or other transactions with Live Oak Financial:

• a. Misrepresenting yourself as a director, officer, or employee of Live Oak Financial.
• b. Charging or attempting to charge any borrower fees for your agreement to bid on or recommend their loan listing.
• c. Engaging in activities that require a license (e.g., loan brokering, credit counseling) without proper authorization.
• d. Violating any applicable laws, including but not limited to fair lending laws, consumer privacy laws, or state usury statutes.
• e. The Investor acknowledges and agrees that neither the Notes nor any security-interest therein, whether in whole or in part, may be sold, assigned, pledged, hypothecated, encumbered or otherwise transferred prior to the earliest to occur of:
  • (i) six (6) months after the date of issuance of such Note;
  • (ii) the date on which a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering such transfer or resale is declared effective by the Securities and Exchange Commission; or
  • (iii)such transfer or resale being permissible without registration under Section 4(a) (1) of the Securities Act and Rule 144 thereunder (including the six-month holding period for restricted securities of reporting companies)

15. Tax Treatment.

The Notes are intended to be treated as indebtedness of Live Oak Financial for U.S. federal income tax purposes.

• a. Consistency in Reporting: You agree not to take any position inconsistent with this treatment for tax purposes unless required by law.
• b. Original Issue Discount: The Notes are subject to the original issue discount rules of the Internal Revenue Code. You acknowledge that you are prepared to bear the risk of losing your entire investment in Notes.

16. Termination of Agreement.

Live Oak Financial reserves the right, at its sole discretion, to suspend or terminate your participation on its platform, and to terminate this Agreement, for cause, by providing notice to you (or immediately, with or without notice), where "cause" shall include, without limitation:

• a. Any breach by you of this Agreement or any policy, rule or guideline provided by Live Oak Financial, including but not limited to the Prohibited Activities set forth in Section 14;
• b. Any violation of applicable federal or state law, regulation or licensing requirement (including the Securities Act of 1933 and the Trust Indenture Act of 1939);
• c. Any misrepresentation, fraud or material omission by you in connection with your use of the platform, your bids or your Notes;
• d. Any attempted or actual resale, transfer, pledge or encumbrance of any Note in violation of Section 14.5 (Transfer Restrictions; Lock-Up); or
• e. Any conduct that, in Live Oak Financial's reasonable judgment, is harmful to Live Oak Financial, its reputation, its platform, other users, or the integrity of the offering.

Upon termination for cause under this Section 16, you will immediately cease all use of the platform. Any Notes you purchase prior to termination shall remain in full force and effect according to their terms.

17. Indemnification by You.

You agree to indemnify, defend, and hold harmless Live Oak Financial, its affiliates, and their respective officers, directors, employees, and agents (collectively, the "Live Oak Financial Parties") against all claims, losses, and liabilities arising from:

• a. Your material breach of this Agreement;
• b. Your actions or omissions in connection with Live Oak Financial; or
• c. Third-party claims related to your use of the Live Oak Financial platform.

18. Live Oak Financial's Right to Modify Terms.

Live Oak Financial reserves the right to modify any term or provision of this Agreement. Material changes will be communicated to you via email or posted on the platform.

19. Notices.

• a. To You: Live Oak Financial will communicate with you via email or through postings on its website. Ensure your contact information is up to date.
• b. To Live Oak Financial: Send notices via email to contact@live-oak-financial.com or by mail to Live Oak Financial LLC, Compliance Department, 3520 Alpine Autumn Dr, Texas.

20. No Warranties.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

21. Limitation on Liability.

• (a) IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NO PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTIES REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.
• (b) AS A SMALL BUSINESS ISSUER UNDER THE TEXAS SECURITIES ACT, LIVE OAK FINANCIAL LLC IS SUBJECT TO CERTAIN STATUTORY LIMITATIONS OF LIABILITY PURSUANT TO TEXAS SECURITIES ACT §4008.061. THESE LIMITATIONS MAY FURTHER REDUCE YOUR REMEDIES OR DAMAGES IN CONNECTION WITH THIS AGREEMENT OR YOUR PURCHASE OF BORROWER PAYMENT DEPENDENT NOTES. BY EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE TO THESE LIMITATIONS OF LIABILITY.

22. Acknowledgment of Texas Liability Disclosure.

Investor hereby acknowledges that Live Oak Financial LLC has provided the separate written disclosure of the limitation of liability required by Texas Securities Act §4008.061, and that Investor's signature below constitutes written acknowledgment of receipt of that disclosure.

23. Entire Agreement.

Except as otherwise expressly provided herein, this Agreement represents the entire agreement between you and Live Oak Financial regarding the subject matter hereof and supersedes any prior investor or lender registration agreement between you and Live Oak as well as all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between us.

24. Miscellaneous.

a. This Agreement is governed by Texas law.

• b. Failure to enforce any term does not constitute a waiver of that term.
• c. Invalid provisions will be replaced by enforceable provisions that closely match the original intent.

25. Arbitration.

To resolve any ambiguity, this Section 22 does not in any way affect any party's ability to bring an action against Live Oak Financial, or their respective officers and directors, under the federal securities laws.

• a. In this Resolution of Disputes provision:
  • i. I, "me" and "my" mean the person entering into this Agreement, as well as any second person claiming through such first person;
  • ii. You and "your" mean Live Oak Financial Funding LLC and its parent, subsidiaries, affiliates, predecessors, successors, and assigns, as well as their officers, directors, and employees;
  • iii. Claim means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance, common law, or equity, whether preexisting, present, or future, and whether seeking monetary, injunctive, declaratory, or any other relief) arising from or relating to this Agreement or the relationship between you and me (including claims arising prior to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of this Section 23.
• b. Any Claim may be resolved, upon the election of both you and me, by binding arbitration administered by the American Arbitration Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed ("Rules"). Any arbitration under this Agreement will only take place with respect to a single person; class arbitrations and class actions are not permitted. If I file a claim, I may choose the administrator; if you file a claim, you may choose the administrator, but you agree to change to another permitted administrator at my request (assuming that the other administrator is available). I can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at 1633 Broadway, 10th Floor, New York, NY 10019, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA 92614, (949) 224-1810, www.jamsadr.com. Your address for serving any arbitration demand or claim is Live Oak Financial LLC, 3520 Alpine Autumn Dr, Austin, TX 78744, Attention: Compliance.
• c. Claims submitted for arbitration will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years' experience.
• d. You will pay all filing and administration fees charged by the administrator and arbitrator fees up to $1,000, and you will consider my request to pay any additional arbitration costs. If an arbitrator issues an award in your favor, I will not be required to reimburse you for any fees you have previously paid to the administrator or for which you are responsible. If I receive an award from the arbitrator, you will reimburse me for any fees paid by me to the

administrator or arbitrator. Each party shall bear its own attorney's, expert's and witness fees, which shall not be considered costs of arbitration; however, if a statute gives me the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply in arbitration.

• e. Any in-person arbitration hearing will be held in the city with the federal district court closest to my residence, or in such other location as you and I may mutually agree. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration Act, 9 U.S.C. § 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law. The arbitrator shall have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment upon the arbitrator's award. The arbitrator's decision will be final and binding except that: (i) any party may exercise any appeal right under the FAA; and (ii) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel's decision will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing party will pay the appeal's cost, regardless of its outcome. However, you will consider any reasonable written request by me for you to bear the cost.
• f. YOU AND I AGREE THAT EACH MAY BRING ARBITRATION CLAIMS AGAINST THE OTHER ONLY IN OUR CAPACITY AS A SINGLE PERSON, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and I agree otherwise in writing, the arbitrator may not consolidate more than one person's claims. The arbitrator shall have no power to arbitrate any Claims on a class action basis or Claims brought in a purported representative capacity on behalf of the general public, other investors, or other persons similarly situated. The validity and effect of this paragraph f shall be determined exclusively by a court, and not by the administrator or any arbitrator.
• g. If any portion of this Section 23 is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this section. However, if paragraph f of this Section 23 is deemed invalid or unenforceable in whole or in part, then this entire Section 23 shall be deemed invalid and unenforceable. The terms of this Section 23 will prevail if there is any conflict between the Rules and this section.
• h. You and I acknowledge and agree that the arbitration agreement set forth in this Section 23 is made pursuant to a transaction involving interstate commerce, and thus the Federal Arbitration Act shall govern the interpretation and enforcement of this Section 23. This Section 23 shall survive the termination of this Agreement.

26. Permission to Contact.

When you give us your home, mobile, work and/or other phone number, we have your permission to contact you at that number or numbers, and any other number we believe we may reach you through (unless prohibited by applicable law), about your Live Oak Financial accounts. Your consent allows us to use text messaging, artificial or prerecorded voice messages and automatic dialing technology, for all purposes not prohibited by applicable law. Message and data rates may apply. You may contact us anytime to change these preferences. We may also send

an email to any address where we reasonably believe we can contact you. Some of the purposes for calls and messages include: obtaining information; transactions on or servicing of your account; and collecting on your account. Our rights under this Section extend to our affiliates, subsidiaries, parents, agents and vendors. Notify us immediately of any changes to your contact information by changing your contact information on your Live Oak Financial account information - settings page.

27. Electronic Delivery and Consent

By placing any bid or order, Investor agrees to receive, execute, and retain the Subscription Agreement electronically under the E-Sign Act. Investor's electronic signature, checkbox selections, and date/time stamp constitute a binding subscription.

28. Acknowledgment of No Trust Indenture

Investor acknowledges and agrees that the Notes are not issued pursuant to any trust indenture (including under the Trust Indenture Act of 1939), and that no trustee has been appointed to act on behalf of investors with respect to the Notes. As a result:

• i. Investor will hold the Notes as an unsecured creditor of Live Oak Financial, with no trustee to enforce or coordinate the rights of Noteholders in the event of default or acceleration;
• ii. Investor will not benefit from the procedural protections or remedies (e.g., trustee-led enforcement, pooling of claims, asset segregation) that a trust indenture typically provides; and
• iii. Investor therefore assumes the additional risks of potential delays, increased costs, and difficulty in enforcing the terms of the Notes or in pursuing collective remedies.
• iv. Investor has considered and accepts these risks in making its investment.

29. Subscription Agreement Execution; Auto Invest Agreement

In order to purchase Borrower-Payment-Dependent Notes ("Notes") under the Prospectus dated [05/11/2025], Investor must execute a separate Subscription Agreement. The Subscription Agreement sets forth the principal amount of Notes to be purchased (minimum $50; in $1 increments), the purchase price ($1 per $1 principal), the required investor representations under Rule 251(d)(2), and an acknowledgment that each subscription is irrevocable upon acceptance by the Issuer.

By placing any bid or order for Notes through the Issuer's platform, Investor agrees that (a) it will be presented with the Subscription Agreement for execution at or before the time its bid is accepted, and (b) it will enter into (i.e. check the applicable representation boxes and sign/ date) that Subscription Agreement as a condition to Issuer's acceptance of the bid.

If Investor has enabled the "Auto Invest" feature on their Live Oak Financial user account, Investor authorizes the Issuer to automatically execute and deliver the Subscription Agreement on Investor's behalf for each Note purchased through Auto Invest, provided such Notes meet the investment criteria and do not cause Investor to exceed its self-set maximum

investment amount; Investor further acknowledges that each such automated execution constitutes an irrevocable subscription upon acceptance.

Investor authorizes the Issuer to execute subsequent purchases (including auto-invest) under these same terms, each constituting an irrevocable subscription upon acceptance.

30. Texas Liability Disclosure Acknowledgment

• a. Small Business Issuer Definition. Investor acknowledges that Live Oak Financial LLC is a "small business issuer" under Texas Securities Act § 4008.061, meaning at the time of this offering Live Oak Financial:
  • i. Has annual gross revenues not exceeding $25 million; and
  • ii. Does not have a class of equity securities registered (or required to be registered) with the SEC under Section 12 of the Securities Exchange Act of 1934.
• b. Applicability. Investor further acknowledges that this limitation applies because:
  • i. The aggregate amount of securities offered does not exceed $5 million; and
  • ii. Live Oak Financial, as the issuer, is engaged in this offering.
• c. Limitation of Liability. Investor understands and agrees that, in any action or series of actions under the Texas Securities Act relating to this offering, the maximum recovery against Live Oak Financial (or any person providing services in connection with the offering) is limited to three times the fee paid by Live Oak Financial to that person for services related to the offering, unless a trier of fact finds that person engaged in intentional wrongdoing in providing those services.
• d. Disclosure & Acknowledgment. Investor acknowledges receipt of the written disclosure of this limitation of liability in this Agreement, and by signing below confirms that Live Oak Financial has satisfied its obligation under Texas Securities Act § 4008.061 to (i) provide this disclosure in writing and (ii) obtain Investor's signed acknowledgment of receipt.

Acknowledgment

The Investor, undersigned, has considered and accepts these risks in making its investment. Nothing in the foregoing acknowledgment shall modify, limit, or supersede any of the provisions of this Agreement, all of which remain in full force and effect.

Signature Date

Last Updated: June 29, 2025

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK . THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY LIVE OAK FINANCIAL LLC (THE "COMPANY", "ISSUER"). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT "ACCREDITED INVESTORS" (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE," "PROJECT," "BELIEVE," "ANTICIPATE," "INTEND," "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/ OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

1. Subscription

• 1.1.The undersigned ("Subscriber") hereby irrevocably subscribes for and agrees to purchase Borrower Payment Dependent Note (the "Securities") from Live Oak Financial LLC (the "Company") at a purchase price of $ {{purchasePrice}} principal amount of the Borrower Payment Dependent Note (the "Per Security Price"), upon the terms and conditions set forth herein. The minimum subscription is $50; in $1 increments, except when fulfilling a corresponding loan's remaining principal.
• 1.2.Subscriber understands that the Securities are being offered pursuant to an offering circular dated May 11, 2025 (the "Offering") filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
• 1.3.The Subscriber's subscription may be accepted or rejected in whole, at any time prior to {{closingDate}} ("Closing Date"), by the Company at its sole discretion. The Company will notify Subscriber whether this subscription is accepted or rejected.
• 1.4.The aggregate number of Securities sold shall not exceed $600,000 (the "Maximum Offering"). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the "Termination Date"). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a "Closing Date").
• 1.5.In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
• 2. Purchase Procedure
  • 2.1.Payment. The purchase price for the Securities shall be paid on the Closing Date with the execution and delivery to the Company of the signature page of this Subscription Agreement. Payment for the aggregate purchase price of the Securities will be ACH debited from the Subscriber's financial account designated on the Company's web-based platform.
  • 2.2.Record keeping. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company, which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
• 3. Representations and Warranties of the Company

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Subscription Agreement, an individual shall be deemed to have "knowledge" of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have "knowledge" of a particular fact or other matter if one of the Company's current officers has, or at any time had, actual knowledge of such fact or other matter.

• 3.1.Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Texas. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.
• 3.2.Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.
• 3.3.Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company's powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.
• 3.4.No filings. Assuming the accuracy of the Subscriber's representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license,

consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

• 3.5.Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth "Securities Being Offered" in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.
• 3.6.Financial Statements. Complete copies of the Company's financial statements consisting of the balance sheets of the Company as at December 31, 2024 and Interim, May 11, 2025 and the respective statements of income, stockholders' equity and cash flows (the "Financial Statements") have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Umer Farooq, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.
• 3.7.Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in "Use of Proceeds" in the Offering Circular.
• 3.8.Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company's knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.
• 3.9.Payments to Subscriber. The Company will credit, by ACH transfer, the Subscriber's bank account designated on the Live Oak Financial Platform in accordance with the pro rata share of borrower payments actually received by the Company on the borrower loan corresponding to the Borrower Payment Dependent Note subscribed to through this Agreement. The amount of such credit to the Subscriber shall be equal to the Subscriber's proportional ownership interest in the underlying borrower loan, as set forth in this Agreement, and no payments shall be made to the Subscriber unless and until corresponding payments are received by the Company from the borrower.
• 4. Representations and Warranties of the Subscriber By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber's respective Closing Date
  • 4.1.Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
  • 4.2.Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Subscription Agreement.
  • 4.3.Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.
  • 4.4.Accredited Investor Status or Investment Limits. Subscriber represents that either:
    • (i) Subscriber is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or
    • (ii) The purchase price of the Securities, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

• 4.5.No Reliance on Tax Advice. The Subscriber has reviewed with his, her or its own tax advisors the foreign, federal, state and local tax consequences of this investment, where applicable, and the transactions contemplated by this Agreement. The Subscriber is relying solely on such advisors and not on any statements or representations of the Company or any of its agents and understands that the Subscriber (and not the Company) shall be responsible for the Subscriber own income tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.
• 4.6.Independent Legal Advice. The Subscriber and the Company acknowledge that each has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and has consulted with its own legal counsel, and other advisors prior to execution of the within Agreement, and that the Company will pay the fees and expenses with respect to the Offering, including all filing fees.
• 4.7.Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company's business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.
• 4.8.Payment Contingency. Subscriber understands and acknowledges that payments on the Securities subscribed for through this Agreement are dependent upon, and contingent on, actual payments received by the Company from the corresponding borrower on the underlying borrower loan. Subscriber further understands that Subscriber will receive, via ACH transfer to the bank account designated on the Live Oak Financial Platform, only Subscriber's pro rata share of such borrower payments actually received by the Company, and that no payments shall be made to Subscriber unless and until corresponding payments are received by the Company from the borrower.
• 5. Survival of Representations and Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survive the Termination Date of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys' fees, including attorneys' fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction.
• 6. Governing Law; Jurisdictions. This Agreement shall be governed by and construed under the laws of the State of Texas without respect to conflict of laws.
• 7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to: Live Oak Financial LLC Attn: Investor Relations 3520 Alpine Autumn Dr. Austin, Texas 78744

If to a Subscriber, to the subscriber's address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

• 8. Miscellaneous.
  • 8.1.All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.
  • 8.2.This Subscription Agreement is not transferable or assignable by Subscriber.
  • 8.3.The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.
  • 8.4.None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.
  • 8.5.In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

• 8.6.The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
• 8.7.This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.
• 8.8.The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
• 8.9.This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
• 8.10.No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

LIVE OAK FINANCIAL LLC SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desired to purchase Borrower Payment Dependent Notes of Live Oak Financial LLC, by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement.

{{subscriberSignature}} {{dateOfSigning}}

Signature Date

{{subscriberName}}

Name (Print)

{{subscriberAddress}}

Address

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Email

APPENDIX A

An accredited investor includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

Master Services Agreement

Last Updated: November 27, 2023

Thanks for your interest in Plaid! This Master Services Agreement (this "Agreement") is a legally binding agreement governing access to and use of Plaid's Services. This Agreement is entered into between Plaid Inc. (f.k.a. Plaid Technologies, Inc.), a Delaware corporation ("Plaid") and the entity or person placing an Order or accessing or using the Services ("Client"). If you are placing an Order or accessing or using the Services on behalf of a company, organization, or other entity, then that entity is the Client. In that case, you are binding that entity to this Agreement and you represent and warrant that you are authorized to do so.

By clicking "I agree" (or a similar checkbox or button), placing an Order, or accessing or using the Services, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Services. This Agreement contains mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read it carefully.

The "Effective Date" of this Agreement is the earlier of (a) the date on which Client first accesses or uses the Services and (b) the date on which Client's first Order is agreed to by Plaid.

Plaid may modify this Agreement from time to time in accordance with Section 9 (Modifications to this Agreement) below.

1. ACCESS RIGHTS; RESTRICTIONS

1.1 Access . Subject to the Client's compliance with the terms and conditions of this Agreement, Plaid hereby agrees that during the applicable term of an Order (as defined below), the Client has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by Plaid (the "API Package") solely as necessary to make an application owned and operated by the Client, which application is described in such Order or otherwise approved by Plaid in writing (the "Client Application"), interoperate with the Plaid services described on https:/ /www.plaid.com/ (collectively with the API Package, the "Services"), (ii) use the Services in such Client Application provided to end users (consumers or businesses) (the "End Users") for the use case permitted by Plaid in writing, including, but not limited to, as set forth in the applicable Order or in the Plaid dashboard, and (iii) use the End User information and data provided via the Services (collectively, the "Output") solely in such Client Application for such use case. All use of the Services and Output must be only as provided in this Agreement, only in accordance with Plaid's applicable technical user documentation and subject to the applicable use case, Client Application, and business unit restrictions (if any). The "Order" means, whether available on Plaid's website or otherwise, a Plaid order form, pricing schedule, pricing plan, or rate card for the Services.

1.2 Restrictions. Client will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) make the Services or Output (or any derivative work thereof) available to, or use the Services or Output(or any derivative work thereof) for the benefit of anyone other than Client or End Users; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services or Output (or any derivative work thereof) to any third-party, or include any Services or Output in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate or disclose information from any

source regarding the performance of the Services or Output; or (vi) attempt to create a substitute or similar service through use of, or access to, the Services or Output. Client will use the Services and Output only in accordance with (a) the rights granted hereunder, (b) the Plaid developer policies (available at https:/ /www.plaid.com/legal), a nd (c) any agreements between Client and End Users (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, the Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Client's activities involving any Services, Output, or End User data. In addition, Client acknowledges and agrees that Plaid is neither a "consumer reporting agency" nor a "furnisher" of information to consumer reporting agencies under the Fair Credit Reporting Act ("FCRA") and the Output is not a "consumer report" under the FCRA and cannot be used as or in such. Client represents and warrants that it will not, and will not permit or enable any third-party to, use the Services (including Output) as a or as part of a "consumer report" as that term is defined in the FCRA or otherwise use the Services (including Output) such that the Services (including Output) would be deemed "consumer reports" under the FCRA. Client will comply with Schedule 1 (Addendum to Master Services Agreement) and the provisions set forth in any product or territory specific exhibit, addendum, or other document attached to this Agreement, but such provisions will only apply if Client uses the Service set forth in such document. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of any such product or territory specific exhibit, addendum, or other attachment, the terms and conditions of such exhibit, addendum, or other attachment will govern and prevail.

1.3 Ownership. Except for the rights expressly granted under this Section 1, Plaid reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by Plaid for the purposes of this Agreement. To the extent the Client provides Plaid with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) ("Feedback"), Plaid will own all right, title and interest in and to such Feedback (and the Client hereby makes all assignments necessary to achieve such ownership).

1.4 Privacy and Authorizations. Before any End User engages with the Client Application in a manner that uses the Services, the Client warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable Plaid to process End User data in accordance with Plaid's end user privacy policy (currently available at https:/ /www.plaid.com/legal). Client will not (i) make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with Plaid's end user privacy policy or (ii) interfere with any independent efforts by Plaid to provide End User notice or obtain End User consent.

1.5 Permitted Service Providers . Client may permit its employees, agents, contractors and service providers to access the Services and Output on Client's behalf (such parties, the "Permitted Service Providers"). Client will be responsible for all Permitted Service Providers' compliance with the terms and conditions of the Agreement (including, without limitation, such terms and conditions as they relate to the use of the Services and Output), and Client represents and warrants that it will: (i) not make the Services or Output available to any third parties aside from Permitted Service Providers; (ii) ensure that Permitted Service Providers are only using the Services and Output for the sole benefit of, and solely on behalf of, Client; (iii) ensure that Permitted Service Providers are not using the Services or Output for their own benefit or purposes, including to improve their own products (except to the extent necessary for

the Permitted Service Providers to provide its services to, on behalf of, and for the sole benefit of Client); and (iv) contractually require Permitted Service Providers to only use the Services and Output for the sole benefit of, and solely on behalf of, Client and contractually prohibit Permitted Service Providers from using the Services or Output for their own purposes or benefit. Client is responsible under Section 2 (Payments) of the Agreement for any fees or charges incurred by its Permitted Service Providers in their use of the Services. If Client enables any third parties as Permitted Service Providers, Client (and not Plaid) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.

1.6 Development Accounts . In addition to allowing production access to the Services as described in Section 1.1 ("Production Access"), Plaid may offer free sandbox or development accounts for the Services ("Development Accounts"). Client may use Development Accounts solely for internal evaluation of the Services to determine whether to place a paid Order, and not for Production Access or any other purpose. In using Development Accounts, Client must comply with Plaid's relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. Plaid may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Plaid may modify or disable Development Accounts (and delete related data submitted by Client or provided by Plaid) without notice or liability to Client. Plaid has no support obligations for Development Accounts. Subject to this paragraph, Development Accounts remain subject to the terms and conditions of this Agreement, including without limitation Sections 1.2 (Restrictions) through 1.5 (Permitted Service Providers), 1.7 (Compliance Reviews), 6 (Warranty; Disclaimer), and 7 (Limitation of Liability).

1.7 Compliance Reviews . To access or use the Services, whether Development Accounts or Production Access, Client must successfully pass Plaid's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Client must provide prompt responses to Plaid's requests for information about Client, the Client Application, Client's business and associated entities, and Client's intended use of the Services. Client represents and warrants that all information it provides to Plaid as part of Compliance Reviews will be accurate and complete, and Client will immediately notify Plaid if any previously provided information is out-of-date or becomes inaccurate. Client may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to Production Access, or as requested by Plaid based on changes in Client's use of the Services or increased risk factors. Client's passage or failure of any Compliance Review is in Plaid's sole discretion. If Client fails any Compliance Review or fails to provide prompt and complete responses within three business days after Plaid's requests for information (even if Client has passed a previous Compliance Review or received provisional access to the Services), Plaid may suspend, revoke, or terminate Client's access to the Services, without notice or liability to Client.

1.8 Non-GA Services . From time to time Plaid may invite Client to try Plaid features/functions, products, or services that are not generally available to Plaid's clients ("Non-GA Services"). Client may accept or decline any such invite in its sole discretion. Any Non-GA Services will be designated as alpha, beta, trial, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes, may contain bugs or errors, and may be subject to additional terms. Non-GA Services are not considered "Services" hereunder and are provided solely and exclusively "AS IS" with no express or implied warranty of any kind. CLIENT ASSUMES AND

UNCONDITIONALLY RELEASES PLAID FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY NON-GA SERVICES. Plaid may discontinue the Non-GA Services at any time in its sole discretion. Plaid does not promise or represent that Non-GA Services will be made generally available.

2. PAYMENTS

Client will pay Plaid for the Services as set forth in each Order (the "Payments"). Unless otherwise specified in an Order, Payments must be made within fifteen (15) days from the date of Plaid's invoice. Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. The Client will be responsible for all (i) taxes associated with Services other than taxes based on Plaid's net income and (ii) Plaid's costs of collection in the event of the Client's delinquent payment. All Payments made are non-refundable (unless required under applicable law), non-cancellable, and not subject to setoff.

3. TERM; TERMINATION

3.1 Term of Agreement. This Agreement will commence on the Effective Date and will continue in effect unless terminated in accordance with this Agreement. On the effective date of termination of this Agreement, all Orders under the Agreement will also terminate unlessotherwise agreed by Plaid and the Client.

3.2 Term of Orders . Unless otherwise specified in the Order, (i) each Order will have a term of twelve (12) months (an "Initial Term") beginning on the effective date of such Order; (ii) after the Initial Term, such Order will automatically renew for one (1) year periods (each a "Renewal Term") unless either party provides the other party with at least sixty (60) days' written notice prior to the end of the Initial Term or the Renewal Term; and (iii) Plaid may revise its rates for the Services by providing Client with at least seventy-five (75) days' written notice. Where applicable under the Order, such increases will be effective for the following Renewal Term, and Plaid will provide notice of such increases prior to the end of the then-current Initial Term or Renewal Term.

3.3 Termination.

(i) For Cause . Either party may terminate this Agreement and any applicable Orders in the event the other party materially breaches the terms of this Agreement or any Order and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Plaid may immediately suspend the Services in the event it determines or believes that (a) there is unauthorized access to the Services via Client's account, (b) continued provision of the Services may do material harm to Plaid or its networks or systems or reputation or subject Plaid to liability, or (c) Client materially breached Section 1 or 2 of this Agreement. For clarity, notice of termination for an Order will not be construed to be notice of termination for this Agreement or for any other Order.

(ii) For Convenience . If there are no active Orders, either party may terminate this Agreement for any reason and without cause upon at least thirty (30) days' prior written notice to the other party; provided that such right to terminate will not apply prior to the commencement of the initial Order.

(iii) Effect of Termination . Upon termination of an Order, all rights granted to Client with respect to such Order will terminate and Client will make no further use of the terminated Services or the applicable API Package (copies of which will be immediately returned to Plaid or destroyed).

Except for Section 1.1 with respect to any terminated Order, all provisions of this Agreement will survive any termination of this Agreement or any Order hereunder.

4. CONFIDENTIALITY

During the term of this Agreement, each party (a "Disclosing Party") may disclose, under this Agreement, to the other party (a "Receiving Party") confidential and/or proprietary materials and information of the Disclosing Party ("Confidential Information"). All materials and information disclosed by Disclosing Party to Receiving Party under this Agreement and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information and terms of this Agreement, are Confidential Information of Plaid. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of the Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under this Agreement. The obligations in this Section 4 will not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party's Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party's lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party's request, Receiving Party will return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement, or to any prospective acquirer of Receiving Party; provided that, all such third parties are bound in writing by obligations of confidentiality and nonuse at least as protective of the Disclosing Party's Confidential Information as this Agreement and (b) all Feedback and the API Package will be solely Plaid's "Confidential Information."

5. INDEMNITY

The Client will defend, indemnify and hold Plaid harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising from or in connection with: (i) Client breach of any laws or regulations (including with respect to privacy); (ii) Client's or any Permitted Service Provider's use of the Services and Output; or (iii) Client's violation of any agreements it has with any End User.

6. WARRANTY; DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PLAID NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. PLAID DOES NOT MAKE ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE SERVICES. CLIENT, IF AN INDIVIDUAL, MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED

WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

7. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PLAID NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, PLAID'S AGGREGATE LIABILITY IN CONNECTION WITH EACH ORDER (INCLUDING ALL LIABILITY UNDER THIS AGREEMENT THAT ARISES AS A RESULT OF SUCH ORDER) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CLIENT TO PLAID DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY (PROVIDED THAT, IF NO FEES ARE PAID OR PAYABLE, SUCH AMOUNTS WILL BE LIMITED TO ONE HUNDRED DOLLARS (US$100.00)). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 7 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by Client except with Plaid's prior written consent; provided, however, that Client may, upon prior written notice to Plaid, transfer and assign its rights and obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which this Agreement relates. If such a transfer or assignment is made in favor of a direct competitor of Plaid, then Plaid may terminate this Agreement upon written notice to Client. Plaid may freely assign this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement. Plaid's notice address is Plaid Inc., P.O. Box 7775 #35278, San Francisco, CA 94120, Attn: Legal; with a copy (which does not constitute notice) to legalnotices@plaid.com. Any notices in connection with this Agreement will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by Plaid if sent to the Client's dashboard account email address. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, governmental actions and requirements, and the acts and omissions of Plaid's data suppliers. During the term of this Agreement, (a) Client agrees to participate in case studies and other similar marketing efforts reasonably requested by Plaid; (b) Plaid may disclose that Client is a Plaid customer to third parties; and (c) Plaid may include on and in Plaid's website, case

studies, marketing materials, and conference presentations and other speaking opportunities, Client's testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Client, Plaid will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials. This Agreement will be governed by the laws of the State of California, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement will be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in San Francisco, California, USA, in the English language and the arbitral decision may be enforced in any court of competent jurisdiction. With respect to any court challenge to JAMS jurisdiction to arbitrate any claim or dispute arising or relating to this Agreement, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California. With respect to all disputes arising in relation to this Agreement, but not subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California.

9. MODIFICATIONS

From time to time, Plaid may modify this Agreement. Plaid will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client's account, email, or other means.

Development Accounts: Client must accept the modifications to continue accessing or using Development Accounts. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of Development Accounts.

Production Access: If the effective date of the modifications is during the term of a paid Order for Production Access and Client objects to the modifications, then (as its exclusive remedy) Client may terminate its affected Order upon notice to Plaid, and Plaid will refund to client any fees it has pre-paid for use of the Services for the terminated portion of the term of the applicable Order. To exercise this right, Client must provide Plaid with notice of its objection and termination within thirty (30) days after Plaid provides notice of the modifications.

Client may be required to click to accept or otherwise agree to the modified Agreement in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of this Agreement goes into effect will constitute Client's acceptance of such modified version.

SCHEDULE 1 Addendum to Master Services Agreement

Effective as of the Effective Date, this Addendum to Master Services Agreement (" Addendum ") is hereby incorporated in and expressly made a part of the Agreement. Through the Services, Client may have access to information about or of End Users provided to Plaid by a bank, financial institution, or other data source (each, as designated by Plaid, " FI ", and such information, the " End User Data ").

1. End User Data.

a. End User Consents. Client will provide all notices and obtain all express consents from each End User as required under applicable laws in connection with Client's use, storage and other processing of any End User Data (such notices and consents, the " Express Consents "). Express Consents will be clear and conspicuous and will generally specify the categories of End User Data that Client will receive and how Client will use, store and otherwise process it, in addition to any other required disclosures under applicable laws. Client will maintain records (which may include technical logs, screenshots, versions of Express Consents obtained) to demonstrate its compliance with this Section 1(a) and will promptly provide such records to Plaid upon request.

b. Scope of Access. Client will only access End User Data for which it has obtained Express Consents from the End User for the use case reviewed and permitted by Plaid in writing that is consented to by the applicable End User (such use case, the " Permitted Use Case "). Key factors Plaid will consider during its review include whether the use case is appropriate and useful to provide the End User with the Client Application that the End User has enrolled in, whether the Client Application provides a direct benefit to the End User, and whether the use case directly supports the development of new or improved product features for the benefit of End Users, and the jurisdiction(s) in which the Client operates and/or stores End User Data. If Client possesses End User Data that exceeds the scope of the End User's Express Consents, Client will use industry-standard means to permanently and securely delete (" Delete ") such End User Data.

c. Data Use. Client will use, store and otherwise process End User Data solely in accordance with the End User's Express Consents and applicable laws.

d. Data Disclosure. Client will not disclose, transfer, syndicate or distribute End User Data to any third party (including its Permitted Service Providers) (" Data Sharing ") except in each case with the End User's Express Consents and in accordance with applicable laws. Notwithstanding anything to the contrary, Client will not sell End User Data.

e. Data Deletion. Client will promptly Delete any End User Data upon request by the applicable End User; provided that Client may retain copies of End User Data solely to the extent required by applicable laws.

f. No Attribution. Client will not charge End Users any fees attributable to an FI for (a) access to its End User Data or (b) use of End User's account with an FI in connection with the Client Application. In addition, Client will not publicize its receipt of End User Data from specific FIs under the Agreement or this Addendum.

g. No Other Access. Client will only access End User Data through the Services or another manner that uses the FI's authorized APIs. Client will not "screen scrape" data from FIs or collect an End User's log-on credentials for FI accounts,

and will not otherwise knowingly obtain from a third party End User data that was originally sourced through screen scraping. Client will immediately Delete any such End User log-on credentials in its possession. Client will maintain records to demonstrate compliance with this Section 1(g) and will provide them to Plaid upon request.

2. Client Obligations .

a. Compliance with Laws. Client will comply with all applicable privacy, security and other laws, including, as applicable, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and all other laws relating to End User Data. Client will not use, store, disclose, or otherwise process any End User Data for any purpose not permitted under applicable laws.

b. Information Security Program. Client will maintain a comprehensive written information security program approved by its senior management (" Infosec Program "). The Infosec Program will include administrative, technical and physical measures designed to: (a) ensure the security of End User Data, (b) protect against unauthorized access to or use of End User Data and anticipated threats and hazards to End User Data and(c) ensure the proper disposal of End User Data. The Infosec Program will be appropriate to Client's risk profile and activities, the nature of the Client Application, and the nature of the End User Data received by Client. In any event, the Infosec Program will meet or exceed applicable control objectives captured in industry standards and best practices such as AICPA Trust Service Criteria for Security, NIST 800-53, or ISO 27002 and will comply with applicable laws. Client will use up-to-date antivirus software and anti-malware tools designed to prevent viruses, malware and other malicious code in the Client Application or on Client's systems.

c. Security Breach Obligations. Client will promptly notify Plaid (and in no event after more than 12 hours) upon becoming aware of any Security Breach, providing a description of all known facts, the types of End Users affected, and any other information that Plaid may reasonably request. Client will reasonably cooperate with Plaid in investigating and remediating Security Breaches. Client will be responsible for the costs of investigating, mitigating, and remediating the Security Breach, including costs of credit monitoring, call centers, support, and other customary or legally required remediation. " Security Breach " means any event that compromises the Client Application or Client's systems or that does or reasonably could compromise the security, integrity or confidentiality of End User Data or result in its unauthorized use, disclosure or loss.

d. FI Confidential Information. If Plaid discloses to Client any confidential or proprietary materials of an FI (such materials, " FI Confidential Information "), such materials will be subject to the same obligations that apply to Plaid's Confidential Information under the Agreement. FI Confidential Information will also be subject to the same obligations as End User Data under this Section 2 (Client Obligations) of this Addendum.

e. Oversight and Cooperation. Client will promptly provide all reasonably necessary information and cooperation requested by Plaid, an FI, or any entity with examination, supervision, or other legal or regulatory authority over Plaid or an FI. In the event that Plaid has a good faith reason to believe that Client is not in material compliance with this Addendum, Plaid will notify Client and, at Plaid's option, Client will promptly provide sufficient documentation to demonstrate such

material compliance or submit to a third-party audit by a firm selected from a Plaidapproved list of audit firms to verify such compliance. Plaid and FIs may also conduct technical or operational assessments of Client, which will be subject to advance notice and will not occur more than once per year unless legally required and materially different in scope from a preceding audit.

f. Information Sharing. Where required by an FI and to the extent relevant to a Client's access or use of End User Data from that FI, Plaid may share with such FI certain information related to Client's compliance with this Addendum, including with respect to Client's Infosec Program. Plaid will request that such FI treat any such information in a confidential manner.

g. Insurance. Client will maintain insurance coverage appropriate to Client's risk profile and activities, the nature of the Client Application, and the nature of the End User Data received by Client; provided that such coverage will be no less than industry standard and will include cybersecurity liability insurance.

h. Access Frequency. Client will comply with any guidelines provided by Plaid regarding Client's frequency of "batch" pulls of End User Data. Plaid may enforce such guidelines in accordance with its standard practices, which may include throttling, suspension or termination of Client's access.

• 3. Suspension . Plaid may suspend or terminate Client's access to the Services or End User Data, in whole or in part, if it believes Client has breached this Addendum or where Client's use of the Services or End User Data could violate or give rise to liability under any Plaid agreement (including Plaid's agreement with any FI) or pose a risk of harm, including reputational harm, to any End User, FI, the Services, or Plaid and its affiliates. In addition, an FI may suspend Client's access to End User Data with respect to such FI.
• 4. Indemnity . Client will indemnify, defend and hold harmless each FI, Plaid, and the affiliates of each of the foregoing from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs and expenses arising from or in connection with: (a) any Security Breach resulting in unauthorized disclosure of End User Data or (b) Client's unauthorized or improper use of End User Data (including any unauthorized Data Sharing, transmission, access, display, storage or loss). This Section 4 is not subject to any limitation of liabilities set forth in the Agreement. Each FI is a third-party beneficiary of this Section 4.
• 5. Miscellaneous . In the event of a conflict with the Agreement, the terms and conditions of this Addendum will govern and prevail. Capitalized terms used in this Addendum and not otherwise defined will have the meanings ascribed to them in the Agreement. All provisions of this Addendum will remain in force in the event of this Addendum's or the Agreement's termination or expiration.

SCHEDULE 2 Platform Support Addendum - Plaid Basic Service Levels

THIS ADDENDUM WILL ONLY APPLY IF CLIENT HAS PURCHASED "PLATFORM SUPPORT (BASIC)".

Terms used but not defined in this Addendum will be defined as set forth in the Agreement.

Plaid will provide the following support for the Services set forth above, to the extent and in the manner described in Sections 1 - 4 of this Addendum:

• 24/7 access to Plaid support dashboard, docs, and ticketing;
• Support team availability and response time commitments from 9am-5pm PST for applicable service issues (i.e., Incident Severity 1, Incident Severity 2, and Incident Severity 3);
• Upkeep/maintenance of Plaid APIs;
• Monitoring, upkeep, and maintenance of Plaid's data access connections to financial institutions; and
• Access to shared services of the Plaid platform, including but not limited to Plaid Link, crossproduct APIs, and Plaid-generated access tokens.

1. General Support.

• 1.1. Product Support. Client will provide Level 1 Support and Level 2 Support (as each is further described below within this Section 1) to End Users. Plaid will provide Level 3 Support (as further described below within this Section 1) to Client via the Plaid dashboard (dashboard.Plaid.com/support) and Plaid support personnel.
  • 1.1.1. "Level 1 Support" means services provided by Client to an End User to review a symptomssolutions database for known error resolutions; an attempt to provide an acceptable error resolution.
  • 1.1.2. "Level 2 Support" means services provided by Client to an End User to perform an in-depth analysis of a suspected error; an attempt to recreate the error and to provide an acceptable error resolution.
  • 1.1.3. "Level 3 Support" means services provided by Plaid support personnel to Client towards answering questions related to operational use of the Services and resolving errors in the Client Application that are determined to be, or are highly probable to be, the result of a defect caused by Plaid design or engineering or the result of a complex interaction between the Client Application and the Services that cannot be resolved by Client, and which errors require product engineering knowledge or expertise towards isolating and affecting a resolution.

2. Basic Support.

• 2.1. Severity Levels and Response Times. Following Client submitting a Ticket, Plaid's support team will use commercially reasonable efforts to provide to Client an Informative Response within the applicable response time described in Table A (Response Times) below.
  • 2.1.1. "Business Hours" means the hours between 9:00AM and 5:00PM PST, Monday through Friday, excluding U.S. federally observed holidays.

• 2.1.2. "Incident Severity Ticket" means a Ticket reporting an error concerning Client's use of the Services that is either an Incident Severity Level 1, Incident Severity Level 2, or Incident Severity Level 3 (as defined in Table C (Severity Level Definitions) below, respectively).
• 2.1.3. "Informative Response" means a Plaid response to an Incident Severity Ticket that will include: (a) a classification of the error described in the applicable Incident Severity Ticket as either an Incident Severity Level 1, Incident Severity Level 2, or Incident Severity Level 3; (b) identification of the origin of the applicable error (i.e., as "Plaid" or "non-Plaid") to the extent known by Plaid's support personnel upon initial triage of such error; and (c) additional information known by Plaid's senior support team regarding the error described in the applicable Incident Severity Ticket upon initial triage of such error (e.g., the impacted Services and estimated time for resolution).
• 2.1.4. "Institution Success Rate" is defined as the sum of: (a) the number of Items that are successful; plus (b) the number of Items that are unsuccessful due to user errors, financial institution errors, or other errors outside of Plaid's control; divided by (c) the number of Item attempts by all Plaid end users across all applicable financial institutions.
• 2.1.5. "Item" means a Plaid end user's connection to a financial institution using the Services.
• 2.1.6. "Service Downtime" means the total number of one (1) minute periods in the applicable calendar month for which the Plaid's servers used to provide the Services to Client have a Service Success Rate below 90%.
• 2.1.7. "Service Success Rate" means the number of API requests successfully made to the applicable Services (i.e., requests whereby such Services are accessible, available, and perform according to their applicable technical specifications), divided by the total number of API requests attempted across all Plaid clients during the applicable period.
• 2.1.8. "Ticket" means a support case or ticket opened by Client on the Plaid dashboard to report an error concerning Client's use of the Services. For the avoidance of doubt, and notwithstanding anything to the contrary: (i) upon Plaid's reasonable assessment of the facts pertaining to each Ticket, Plaid may classify such Ticket (i.e., as an Incident Severity 1, Incident Severity 2, Incident Severity 3, or none of the foregoing); and (ii) the relevant terms of this Addendum will apply in accordance with such classification.

• 2.2. Applicability of Response Times Credits. Response Times Credits will be applied against future payments due from Client to Plaid. The Response Times Credits will, as applicable, be Client's sole and exclusive remedy and Plaid's sole obligation in connection with Plaid breaches of this Section 2.
  • 2.2.1. "Response Times Credit" means a dollar credit that Plaid may credit back to an eligible Client account, calculated by multiplying the applicable percentage set forth in the Response Times Credits column of Table C (Service Fee Credit Percentage) below (i.e., which percentage corresponds to the applicable (a) Severity Level, per the first column in Table C, and (b) description within the Response Failure column in Table C) by the monthly fees for the Basic Support paid by Client to Plaid pertaining to the affected calendar month (for clarity, excluding any one-time fees and fixed fees).
  • 2.2.2. "Basic Support" means the support services described in this Section 2.

3. Exclusions. Notwithstanding anything to the contrary in this Addendum or the Agreement, Plaid will have no responsibility or liability for or in connection with any errors, problems, unavailability, delays in response time, suspension, or termination of the Services, or any other performance issues that arise from: (i) Client's inability to receive data from the Services due to errors, problems, or unavailability of Plaid's data providers (e.g., financial institutions); (ii) use by End Users; (iii) inaccurate or missing information in Client's API call or an API call that is otherwise invalid; (iv) factors outside of Plaid's reasonable control, including but not limited to any force majeure event, Internet access issue, and related or similar problems; (v) Client's software or hardware; (vi) third party software or hardware; (vii) abuses or other activity that leads to a suspension or termination or violates the Agreement; or (viii) planned downtime or maintenance.

4. Effectiveness of Obligations. Notwithstanding anything to the contrary in this Addendum or the Agreement, solely so long as the pricing for Basic Support effective as of the Effective Date via the applicable Order ("Basic Support Fee") remains effective: (i) Plaid will provide the Basic Support (and otherwise comply with Section 2 of this Addendum); and (ii) Client will be eligible to receive Response Times Credits. For the avoidance of doubt, in the event that the Basic Support Fee becomes ineffective (e.g., due to Client electing not to continue its Basic Support Fee commitment in accordance with the applicable Order, or electing to renew the applicable Order neither with the Basic Support Fee intact nor with higher pricing for Basic Support replacing the Basic Support Fee), then as of the effective date of such change Section 2 of this Addendum will no longer apply and Client will be ineligible to receive any Response Times Credits.

Exhibit A "Assets" Product Specific Provisions

THE FOLLOWING PROVISIONS WILL ONLY APPLY IF CLIENT USES PLAID'S "ASSETS" PRODUCT.

Subject to this Exhibit A, Client may request that Plaid disclose Output to Client's Secondary Investors. "Secondary Investor" means a third-party investor or purchaser of a financial product originated by Client and provided to an End User (e.g., a loan), with which investor or purchaser Plaid maintains a separate technical integration.

(i) Client represents and warrants to Plaid that, before disclosure of Output to any Secondary Investor, Client will provide all required notices to and obtain all required consents (including notices and consents required under applicable law) from the applicable End User with respect to Plaid's disclosure of Output to such Secondary Investor.

(ii) Notwithstanding any Plaid technical integration or anything else in the Agreement to the contrary: (a) Client is solely responsible for its own relationships with Secondary Investors, including any related billing matters, technical support, or disputes; (b) Client will enter into legally binding written agreements with each Secondary Investor that are consistent with this Exhibit A and all applicable terms and conditions of the Agreement, including, without limitation, Section 1.1 (Access) and 1.2 (Restrictions); and (c) Client will remain responsible for compliance by Secondary Investors with all of the terms and conditions of the Agreement (including, without limitation, terms relating to use of Output).

Client's indemnification obligations in Section 5 of the Agreement are deemed to include (a) any breach by Client of this Exhibit A, (b) any acts or omissions of Secondary Investors, and (c) any dispute arising among Client, Secondary Investors, and/or End Users relating to the disclosure or use of Output as contemplated in this Exhibit A.

Exhibit B "Income" and "Employment" Product Specific Provisions

THE FOLLOWING PROVISIONS WILL ONLY APPLY IF CLIENT USES PLAID'S "INCOME" OR "EMPLOYMENT" PRODUCTS (collectively, the "Income and Employment Services").

1. Requested Information. In connection with certain features and functionalities of the Income and Employment Services, Client may be required to provide to Plaid certain End User information and documentation, including without limitation, the End User's name, phone number, employer's name, account information, and payroll information and documentation (such End User information and documentation, the "Requested Information"). Client represents and warrants that (a) all Requested Information provided to Plaid is true, accurate, and complete and (b) Client has provided all notices and obtained all consents required under applicable laws, regulations, and third-party agreements for (i) Client to share all Requested Information with Plaid and (ii) Plaid to collect, use, disclose, and otherwise process all Requested Information in accordance with Plaid's end user privacy policy (currently available at https:/ /www.plaid.com/legal), i ncluding without limitation, to provide the Income and Employment Services to Client. Client further covenants that it will not (a) make representations or other statements with respect to any Requested Information that are contrary to or otherwise inconsistent with the Agreement, this Exhibit B, or Plaid's end user privacy policy or (b) interfere with any independent efforts by Plaid to provide End User notice or obtain End User consent. The parties acknowledge and agree that the Services include the Income and Employment Services, and any information of or related to End Users that is provided to Client via the Income and Employment Services will be considered Output for purposes of the Agreement and this Exhibit B.

2. Secondary Investors. Client may request that Plaid disclose Output for the Income and Employment Services to Secondary Investors using the token integration mutually agreed to by Plaid and Client. "Secondary Investor" means a third-party investor or purchaser of a financial product originated by Client and provided to an End User (e.g., a loan), with which investor or purchaser Plaid maintains a separate technical integration. Client represents and warrants that Client has provided all notices and obtained all consents required under applicable laws, regulations, and third-party agreements for Plaid's disclosure of Output to Secondary Investors. Notwithstanding any Plaid technical integration or anything in the Agreement or this Exhibit B to the contrary, (a) Client is solely responsible for its own relationships with Secondary Investors, including any related billing matters, technical support, or disputes; (b) Client will enter into legally binding written agreements with each Secondary Investor that are consistent with all applicable terms and conditions of the Agreement and this Exhibit B, including, without limitation, Sections 1.1 (Access) and 1.2 (Restrictions) of the Agreement and other terms and conditions relating to use of Output; and (c) Client will remain responsible for Secondary Investors' compliance with all such terms and conditions.

3. Additional Indemnity. Client will defend, indemnify, and hold Plaid harmless against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs, and expenses (including attorneys' fees) arising from or in connection with any (a) breach by Client of this Exhibit B, (b) infringement, misappropriation, or other violation of any third party's intellectual property or other rights by any of the Requested Information provided by Client to Plaid, (c) acts or omissions of Secondary Investors related to Output, and (d) dispute arising among Client, Secondary Investors, and/or End Users relating to the disclosure, use, or other processing of Output provided pursuant to this Exhibit B.

Exhibit C "Signal" Product Specific Provisions

THE FOLLOWING PROVISIONS WILL ONLY APPLY IF CLIENT USES PLAID'S "SIGNAL" PRODUCT (the "Signal Service").

1. Use of the Signal Service; Restrictions. Client acknowledges and agrees that (i) any score, risk tier, data attribute, or other output provided by Plaid to Client via the Signal Service (collectively, the "Signal Output") does not constitute a "consumer report" as that term is defined in the federal Fair Credit Reporting Act ("FCRA"), 15 USC 1681 et seq., its implementing regulations, and relevant state consumer reporting laws and regulations, and (ii) Plaid is neither a "consumer reporting agency" nor a "furnisher" of information to consumer reporting agencies under the FCRA. Accordingly, Client acknowledges and agrees that the Signal Service and any Signal Output may not be used in whole or in part as a factor in determining an End User's eligibility for credit, insurance, employment or any other permissible purpose under the FCRA. Client further agrees that it will not (and will not permit or enable any third party to) use the Signal Service or any Signal Output in any manner such that either of the foregoing would be deemed as, or as part of, a "consumer report" under the FCRA. Client will not disclose or otherwise make available any Signal Output to any third party, including without limitation, the End User. Client acknowledges and agrees that any breach of this Exhibit C by Client will be deemed a material breach of the Agreement by Client. The parties acknowledge and agree that the Services include the Signal Service and that Output includes the Signal Output (as defined below) for purposes of the Agreement and this Exhibit C.

2. Term. Client may access the Signal Service subject to the Agreement and this Exhibit C. This Exhibit C will remain in effect until terminated in accordance with the terms of the Agreement or this Exhibit C. Plaid may suspend the Signal Service in the event it determines or believes that (i) there is unauthorized access to the Signal Service via Client's account, (ii) continued provision of the Signal Service may do material harm to Plaid or its networks, systems or reputation, or subject Plaid to liability, or (iii) Client has materially breached the terms of this Exhibit C. Except for Client's right to use the Signal Service to generate the Signal Output, all provisions of this Exhibit C will survive any expiration or termination of this Exhibit C.

3. Transaction Data. Client may provide to Plaid certain transaction information in connection with the Signal Service (such information, the "Transaction Data"). Client warrants and will ensure that it provides all notices and obtains all consents required under applicable laws, regulations, and third-party agreements for (i) Client to share the Transaction Data with Plaid and (ii) Plaid to provide the Signal Service to Client and to otherwise collect, use, and process the Transaction Data in accordance with Plaid's end user privacy policy (currently available at https:/ /www.plaid.com/legal). Client's indemnification obligations under the Agreement are deemed to include any breach by Client of this Exhibit C.

4. Feedback; Cooperation. Client will: (i) integrate within the Client Application, and provide feedback via, certain Plaid API feedback endpoints as required by Plaid in connection with Client's use of the Signal Service; and (ii) provide to Plaid the feedback, impression, reaction, product recommendation, and related information reasonably requested by Plaid in connection with Client's use of the Signal Service (all feedback and related information described in this sentence, collectively, the "Signal Feedback"). Plaid will own all right, title, and interest in and to the Signal Feedback, and Client hereby makes all assignments necessary to achieve such ownership. The Signal Feedback will be Plaid Confidential Information. Client will (a) promptly support and cooperate with all Signal Service updates that are introduced by Plaid, and (b) use

commercially reasonable efforts to cooperate with Plaid on A/B testing pertaining to the Signal Service.

5. Disclaimer. The parties acknowledge and agree that the Signal Service is provided "AS IS" with no express or implied Plaid warranty or indemnity of any kind. PLAID DISCLAIMS ALL WARRANTIES RELATING TO THE SIGNAL SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client acknowledges and agrees that: (i) the Signal Output is not intended to be used as the sole basis for any decision affecting a transaction or End User and that Client (and not Plaid) is responsible for any and all decisions and actions made by Client; and (ii) notwithstanding anything to the contrary in the Agreement and to the fullest extent permitted by law, Plaid will not be liable under this Addendum or the Agreement for any cost of cover, ACH return losses, or loss of business, revenues, or profits (in each case whether direct or indirect).

Exhibit D "IDV Services" Product Specific Provisions

THE FOLLOWING PROVISIONS WILL ONLY APPLY IF CLIENT USES PLAID'S "IDENTITY VERIFICATION" OR "MONITOR" PRODUCTS.

1. DEFINITIONS

1.1. "Client Data" means data in electronic form that is transmitted through the IDV Services by, or on behalf of, Client and/or End Users, as applicable. For the avoidance of doubt, Output (as defined in the Agreement) does not include Client Data that is returned back to Client as a part of the IDV Services.

1.2. "Plaid Identity Verification" means the IDV Services that collect Client Data from Client or End Users, as determined by Client via the Dashboard.

1.3. "Plaid Monitor" means the anti-money-laundering screening IDV Services.

1.4. "IDV Services" means the Services comprised of the Plaid Identity Verification and Plaid Monitor, as applicable, and includes the Dashboard. For the avoidance of doubt, the Services include the IDV Services.

1.5. "Dashboard" means the portion of the IDV Services comprised of the IDV Services dashboard.

1.6. "DPPA" means the Drivers Privacy Protection Act, 18 U.S.C. § 2721, et. seq.

1.7. "GLBA" means the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq.

1.8. "PII" means Client Data that relates to an End User and is deemed "personal data" or "personal information" (or analogous variations of such terms) under applicable privacy or data protection law.

For the purposes of this Exhibit D, references to "controller" and "processor" under this Exhibit D will be replaced with any corresponding terms with analogous meanings defined under applicable laws (for example, "business" and "service provider" under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020).

2. IDV SERVICES

2.1. Access. Client may use the IDV Services subject to, and only in accordance with, applicable laws, the Agreement (including this Exhibit D), and any agreements between Client and End Users (for clarity, including any privacy policy or terms of service). Additionally, without limiting the foregoing, Client may only use the IDV Services (i) in the normal course of its business to verify the accuracy of information submitted by End Users, and (ii) to match provided Client Data for screening purposes.

2.2. Instructions. To enable Plaid to provide the IDV Services to Client, Client will instruct Plaid via the Dashboard and as further specified in this Exhibit D. In accordance with this Exhibit D, such instructions will include direction to Plaid regarding: (i) the applicable Client Data that will be processed by the IDV Services on behalf of Client and its End Users and when such processingwill occur; and (ii) the End Users who will provide Client Data through the IDV Services.

2.3. Consent . Client represents and warrants to Plaid that Client will provide all notices to and obtain all consents from the applicable End Users, each, as required under applicable law, regulations, and third-party agreements, to enable (i) Client to disclose, use, and otherwise

process Client Data, as applicable, and (ii) Plaid (inclusive of Plaid's affiliates, subcontractors or service providers, and data sources) to collect, use, disclose, and otherwise process Client Data as needed for Plaid to provide the IDV Services or exercise Plaid's rights under this Exhibit D. Client will maintain records sufficient to demonstrate its compliance with this Section 2.3 and will promptly provide such records to Plaid upon request.

2.4. Client Data . Client grants to Plaid and its affiliates, including BlockScore, LLC, a limited and non-exclusive license to copy, store, configure, display, back test, transmit, and otherwise process Client Data as necessary to provide the IDV Services and develop enhancements in accordance with the end user privacy statement available at https://cognitohq.com/privacystatement, as applicable. Without limiting the immediately prior sentence, Plaid will: (i) use Client Data at the direction of Client; and (ii) disclose Client Data to subcontractors subject to restrictions similar to those of Plaid under this Exhibit D. Notwithstanding anything to the contrary, Plaid may disclose Client Data as required by law or court order; provided that, to the extent legally permissible, Plaid will promptly notify Client of such requirement and use best efforts to limit such disclosure. Subject to the foregoing in this paragraph, Client will retain its existing rights in and to Client Data and, as between the parties, will retain ownership of Client Data. For the avoidance of doubt and notwithstanding the other provisions of this Exhibit D, the parties hereto acknowledge and agree that Plaid may use, reproduce, disclose, or otherwise exploit de-identified or anonymized Client Data (i.e., Client Data from which PII has been removed, de-identified, or anonymized) in any way in Plaid's sole discretion. Plaid reserves the right to provide the IDV Services, through use of its subcontractors and/or affiliates (including, for clarity, its subcontractor and affiliate BlockScore, LLC) or otherwise, worldwide.

3. COMPLIANCE

3.1. GLBA; DPPA. Client certifies that all Client's and Permitted Service Providers' uses of, and purposes pertaining to, the IDV Services are and will be in accordance with and solely comprised of, as applicable the uses and purposes: (i) described in Section 6802(e) of GLBA and the United States Federal Trade Commission rules promulgated thereunder, as may be interpreted from time to time by a competent regulatory authority; or (ii) permitted under DPPA.

3.2. Processing on Client's Behalf. Client acknowledges and agrees that, solely with regard to the Client Data processed in relation to the IDV Services: (i) Client will determine the purpose and means by which Client Data is processed; (ii) Plaid will act on Client's instructions with respect to how, what, when, and why Client Data is to be processed by Plaid; and that therefore

(iii) Client will be deemed a data controller with regard to such Client Data; and (iv) Plaid will be deemed a data processor with regard to such Client Data (e.g., for clarity, where Plaid is facilitating watchlist or antifraud screening services). Client will direct applicable End Users to Client's privacy policy for any queries or requests regarding such End Users' rights with respect to, and the processing of, the PII applicable to the IDV Services. For the avoidance of doubt, Client acknowledges and agrees that Client's privacy policy controls with respect to the processing of all PII applicable to the IDV Services and that Client is, and will remain, responsiblefor maintaining and making available any data retention policy or provision regarding Plaid's storage of PII on Client's behalf in relation to Plaid's provision of the IDV Services hereunder. In addition, Plaid and Client may mutually agree upon the retention periods for various types of Client data. Plaid will not: (a) process the PII for any purpose other than as necessary to perform the IDV Services on behalf of the Client; (b) process the PII for a commercial purpose other than providing the IDV Services to the Client; (c) sell any PII, (d) process the PII outside of the direct business relationship between Client and Plaid; or (e) combine the PII with any other personal information Plaid collects (directly or via any third party)other than as expressly permitted for processors under applicable laws.

3.3. Details of Processing. Client controls the types of PII that may be processed in connection with the IDV Services, which may include: name, address, date of birth, phone number, identification documents, and images and video (such as photos or selfies). The duration of processing of PII is for the term of the relevant Order relating to the IDV Services, unless otherwise agreed to by the parties.

3.4. FCRA. Client acknowledges and agrees that Plaid is neither a "consumer reporting agency" nor a "furnisher" of information to consumer reporting agencies under the FCRA andthe Client Data is not a "consumer report" under the FCRA and cannot be used as or in such. Client represents and warrants that it will not, and will not permit or enable any third party to,use the Services or any Client Data as a or as part of a "consumer report" as that term isdefined in the FCRA or otherwise use the Services or any Client Data such that the Services (or any Client Data) would be deemed "consumer reports" under the FCRA.

3.5. Client Responsibilities. Notwithstanding any non-Client technical integration or anything in this Exhibit D or the Agreement to the contrary, Client is solely responsible for its own relationships with End Users, including any related billing matters, technical support, or disputes. Without limiting anything in this Exhibit D or the Agreement, Client will publish and maintain an easily accessible, legally sufficient (i) terms of service regarding each applicable End User's use of the Client's services and (ii) privacy policy, as further discussed in Section 3.2of this Exhibit D. Client will promptly notify Plaid upon making any material changes to such Client terms of service and/or privacy policy. Client is, and will remain, solely responsible and liable for each End User's and each Permitted Service Provider's use of and access to the IDV Services. Client will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data, and for verifying the same.

3.6. Plaid Responsibilities . In connection with its processing of any Client Data, Plaid will comply with all obligations applicable to it as a processor under applicable laws and provide the same level of privacy protection as is required by applicable laws. Client reserves the right upon notice to Plaid to take reasonable and appropriate steps to stop and remediate unauthorized use of PII. Plaid will make available to Client all information reasonably necessary to demonstrate its compliance with the obligations in this Exhibit D and applicable laws, to the extent suchinformation is related to the IDV Services.

4. DISCLAIMER

Plaid makes no warranty with respect to, and disclaims all liability as pertaining to, the accuracy of any data: (i) uploaded to or otherwise provided to or for the IDV Services by or on behalf of Client or End Users; and (ii) provided by, as processed by, or otherwise originating from Plaid or Plaid's data sources in relation to the IDV Services. With respect to the IDV Services, Plaid disclaims all liability for the errors and omissions of Plaid and its data sources.

5. SECURITY

5.1. Plaid InfoSec Program . Plaid will use commercially reasonable efforts to develop, implement, maintain, and enforce a written information security program ("Plaid InfoSec Program") that contains administrative, technical, and physical controls that are appropriate to Plaid's size and the complexity, nature, and scope of the IDV Services. The Plaid InfoSec Program will be reasonably designed to: (i) ensure the security and confidentiality of Client Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Client Data; and (iii) protect against unauthorized access to or use of Client Data. The Plaid InfoSec Program will comply with all information and data security requirements promulgated by applicable state and federal laws and regulations in the U.S. Plaid will review and test the design and operational effectiveness of the Plaid InfoSec Program at least annually.

Additionally, Plaid will: (a) maintain SSAE No. 18 SOC 2; and (b) upon reasonable request from Client (no more than once per calendar year), provide to Client a copy of the Executive Summary of Plaid's then-current SOC 2 report conducted by a third-party assessor.

5.2. Security Incident . If Plaid becomes aware of any event that: (i) compromises the security, integrity, or confidentiality of PII; and (ii) results in the unauthorized access, use, disclosure, or loss of PII (collectively, a "Security Incident"), then to the extent that such Security Incident occurred on or affects any systems or facilities owned or operated by Plaid, and unless prohibited by applicable law, Plaid will promptly following Plaid becoming aware of such Security Incident: (a) notify Client and reasonably assist Client in satisfying any of its notification obligations imposed under applicable laws in connection with any Security Incident; and (b) investigate and use commercially reasonable efforts to remedy and mitigate the effects of the Security Incident.

6. EFFECT OF TERMINATION

Upon termination or expiration of an Order relating to the IDV Services: (i) Client will destroy or return to Plaid all IDV Services documentation provided to Client relating to such Order; (ii) following Plaid's receipt of Client's request in writing, Plaid will delete (rather than return) all Client Data stored on Plaid's servers relating to such Order, unless retention of the Client Data is required under applicable law; and (iii) Client will have thirty (30) days to download any Client Data relating to such Order before Plaid may delete such information. Plaid disclaims all liability pertaining to: (a) Plaid's deletion of such Client Data after such termination or expiration; and (b) Client's use of the IDV Services and Client Data (including, for clarity, any other deletion of Client Data) after such termination or expiration.

7. INDEMNITY

Client's indemnification obligations in the Agreement are deemed to include: (i) breaches by Client of this Exhibit D; (ii) acts or omissions of Client employees, affiliates, clients, or contractors; (iii) disputes or claims relating to the disclosure or use of Client Data by Client or its Permitted Service Providers.

8. MISCELLANEOUS

Plaid may update the IDV Services and their relevant documentation from time to time; provided that Plaid will use commercially reasonable efforts to notify Client in the event of material changes to the IDV Services in the manner and to the extent Plaid notifies all of its relevant clients of the same, towards ensuring that such clients may continue to use the IDV Services with minimal interruption.

Exhibit E

"Enrich" Product Specific Provisions

THE FOLLOWING PROVISIONS WILL ONLY APPLY IF CLIENT USES PLAID'S "ENRICH" PRODUCT.

• 1. Use of the Plaid Enrich Services & Input. Client may provide to Plaid certain information in connection with its use of the Enrich Services, including without limitation, transaction descriptions, transaction identifiers, transaction amounts, transaction currency codes, and any other data fields agreed by the parties (all such information, the "Client Input"). Client warrants and will ensure that it provides all notices and obtains all consents required under applicable laws, regulations, and third-party agreements for: (i) Client to share all Client Input with Plaid; and (ii) Plaid to provide the Enrich Services to Client and to otherwise collect, use, and process Input in accordance with Plaid's end user privacy policy (available at https:/ /www.plaid.com/legal).
• 2. Enrich Services and Enrich Output. Based upon its processing (including certain standardization and enhancement) of the Client Input in accordance with Plaid's technical documentation, the Enrich Services may generate and return to Client, via the API Package, the Enrich Services output (the "Enrich Output"). The parties acknowledge and agree that the Services include the Enrich Services and the Output includes the Enrich Output.
• 3. Additional Restrictions. Client will not, and will not enable or assist any third-party to: (i) reverse engineer the Enrich Output; (ii) use the Enrich Output (or any fields therein) in relation to any transaction other than the one to which the relevant Client Input relates, including any similar future transactions; or (iii) download, cache, or otherwise save the merchant logo images provided by Plaid for any purpose. Without limiting the foregoing, Client may store Enrich Output solely to the extent necessary to support Client's internal use of the Enrich Services (e.g., for surfacing transaction data within Client's user experience, delivering spending insights, determining rewards and similar product decision offerings, or for targeted marketing, partnership considerations, and other internal analyses) in accordance with the Agreement.
• 4. Additional Indemnity. Client's indemnification obligations in the Agreement are deemed to include any breach by (or on behalf of) Client of this Exhibit E.

Exhibit F

"Identity Match Add-On" Product Specific Provisions

THE FOLLOWING PROVISIONS WILL ONLY APPLY IF CLIENT USES PLAID'S "IDENTITY MATCH ADD-ON" PRODUCT.

Identity Match Add-On. Client may provide (either via the endpoint designated for the service or otherwise) to Plaid certain end user information in connection with its use of Plaid's Identity Match Add-On product, an enhanced feature of Plaid's Identity product, including without limitation, name, phone number, email address, address, and any other data field or label agreed to by the parties (such product, the "Identity Match Add-On Service", and any such end user information, the "Input"). The Services include the Identity Match Add-On Service. Client warrants and will ensure that it provides all notices and obtains all consents required under applicable laws, regulations, and third-party agreements for (a) Client to share all Input with Plaid as a data controller and (b) Plaid to use, collect, retain, and otherwise process Input as a data controller to provide the Identity Match Add-On Service to Client and to develop, improve, and operate Plaid's fraud prevention and detection services. Notwithstanding anything to the contrary, to the extent Plaid has independently obtained broader rights to Input (e.g., directly from end users, through a third party, or under applicable laws or regulations), nothing in this paragraph will limit such broader rights. Client's indemnification obligations under the Agreement are deemed to include any breach by Client of this Exhibit. The parties acknowledge and agree that Input is not the Confidential Information of either party. Capitalized terms used and not otherwise defined in this paragraph have the meanings ascribed to them in the Agreement.

FINANCIAL STATEMENTS

JANUARY 01, 2024 TO DECEMBER 31, 2024

TABLE OF CONTENTS

Page

Independent Auditor's Report

To the Management and Members of LIVE OAK FINANCIAL LLC

Opinion

We have audited the accompanying financial statements of LIVE OAK FINANCIAL LLC (the "Company"), which comprise the balance sheet as of December 31, 2024, and the related statements of income, members' equity, and cash flows for the years then ended, including the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the years then ended in accordance with the accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are issued or available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with US GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Name: Umer Farooq, CPA

Signature: /s/Umer Farooq

License No: PAC-CPAP-LIC-033530 (Copy of certificate attached)

Date: June 27, 2025

Statements of Financial Position As at December 31, 2024

Statements of Member's Equity For the Year Ended December 31, 2024

Notes to the Finanacial Statements For the Year Ended December 31, 2024

1 NATURE OF ORGANIZATION

Live Oak Financial LLC (the "Company") is a Texas single-member limited-liability company formed on June 12, 2024. The Company's principal business is operating a peer-to-peer online credit marketplace that originates unsecured consumer loans and issues pro-rata Borrower Payment Dependent Notes to investors. The Company is a non-public entity and its sole member is an individual residing in Texas.

2 SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") on the accrual basis.

Cash and Cash Equivalents

Cash consists solely of demand deposits held at one commercial bank. The Company holds no cash equivalents as defined under ASC 230.

Property, Equipment and Intangible Assets

Equipment is recorded at fair value on the date of contribution and is being depreciated on a straight-line basis over its estimated useful life of five years with no salvage value.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosure relating to contingent assets and liabilities as at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. It is reasonably possible that changes may occur in the near term, within one year, that would affect management's estimates with respect to the allowance for doubtful accounts, accrued expenses, and cash flow.

Intangible Assets

Domain registrations are recorded at cost and are being amortized on a straight-line basis over their one-year registration period.

Depreciation and Amortization

Depreciation and amortization are included in Selling, General & Administrative Expenses.

In-Kind Capital Contributions

Non-cash assets contributed by the sole member are recorded at their fair value on the contribution date, with a corresponding increase to the member's capital account.

Notes to the Finanacial Statements For the Year Ended December 31, 2024

Revenue Recognition

Loan Origination Fees. Recognized at the date of loan funding.

- Servicing Fees. Recognized monthly over the servicing period in proportion to services performed.

- Interest Income. The Company does not retain interest on the loans; all interest cash flows are passed through to note holders

Income Taxes

The Company is a single-member LLC treated as a disregarded entity for U.S. federal and state income-tax purposes. No provision for income taxes has been recorded.

Member's Equity

Capital contributions and distributions are recorded directly in the member's capital account. No membership units or shares are issued.

3 Related-Party Transactions

All cash transfers to and from the Company's operating account and the member's personal account constitute capital contributions and distributions. No fees or interest were charged on these transfers.

4 Commitments and Contingencies

As of December 31, 2024, the Company had no material commitments, leases or legal contingencies.

5 Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued.

6 First-Year Presentation

These financial statements cover the period January 1 2024 through December 31, 2024, which is the Company's initial year of operations. Accordingly, no comparative prior-year information is presented.

FINANCIAL STATEMENTS

JANUARY 01, 2025 TO MAY 11, 2025

TABLE OF CONTENTS

Page

Independent Auditor's Report

To the Management and Members of LIVE OAK FINANCIAL LLC

Opinion

We have audited the accompanying financial statements of LIVE OAK FINANCIAL LLC (the "Company"), which comprise the balance sheet as of May 11, 2025, and the related statements of income, members' equity, and cash flows for the period then ended, including the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 11, 2025, and the results of its operations and its cash flows for the period then ended in accordance with the accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date the financial statements are issued or available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with US GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Name: Umer Farooq, CPA

Signature: /s/Umer Farooq

License No: PAC-CPAP-LIC-033530 (Copy of certificate attached)

Date: June 27, 2025

Statements of Income For the period ended May 11, 2025

Statements of Financial Position As at May 11, 2025

Statements of Member's Equity For the Period ended May 11, 2025

Statements of Cash Flows For the period ended May 11, 2025

Notes to the Finanacial Statements For the period ended May 11, 2025

1 NATURE OF ORGANIZATION

Live Oak Financial LLC (the "Company") is a Texas single-member limited-liability company formed on June 12, 2024. The Company's principal business is operating a peer-to-peer online credit marketplace that originates unsecured consumer loans and issues pro-rata Borrower Payment Dependent Notes to investors. The Company is a non-public entity and its sole member is an individual residing in Texas.

2 SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") on the accrual basis.

Cash and Cash Equivalents

Cash consists solely of demand deposits held at one commercial bank. The Company holds no cash equivalents as defined under ASC 230.

Property, Equipment and Intangible Assets

Equipment is recorded at fair value on the date of contribution and is being depreciated on a straight-line basis over its estimated useful life of five years with no salvage value.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires the Management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosure relating to contingent assets and liabilities as at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management periodically evaluates estimates used in the preparation of the financial statements for continued reasonableness. Appropriate adjustments, if any, to the estimates used are made prospectively based upon such periodic evaluation. It is reasonably possible that changes may occur in the near term, within one year, that would affect management's estimates with respect to the allowance for doubtful accounts, accrued expenses, and cash flow.

Intangible Assets

Domain registrations are recorded at cost and are being amortized on a straight-line basis over their one-year registration period.

Depreciation and Amortization

Depreciation and amortization are included in Selling, General & Administrative Expenses.

In-Kind Capital Contributions

Non-cash assets contributed by the sole member are recorded at their fair value on the contribution date, with a corresponding increase to the member's capital account.

Notes to the Finanacial Statements For the period ended May 11, 2025

Revenue Recognition

Loan Origination Fees. Recognized at the date of loan funding.

- Servicing Fees. Recognized monthly over the servicing period in proportion to services performed.

- Interest Income. The Company does not retain interest on the loans; all interest cash flows are passed through to note holders

Income Taxes

The Company is a single-member LLC treated as a disregarded entity for U.S. federal and state income-tax purposes. No provision for income taxes has been recorded.

Member's Equity

Capital contributions and distributions are recorded directly in the member's capital account. No membership units or shares are issued.

3 Related-Party Transactions

All cash transfers to and from the Company's operating account and the member's personal account constitute capital contributions and distributions. No fees or interest were charged on these transfers.

4 Commitments and Contingencies

As of May 11, 2025, the Company had no material commitments, leases or legal contingencies.

5 Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued.

Live Oak Financial LLC 3520 Alpine Autumn Austin, Texas 78744

Ladies and Gentlemen:

I have acted as counsel for Live Oak Financial LLC, a Texas corporation (the "Company"), in connection with the public offering of $600,000 aggregate principal amount of Borrower Payment Dependent Notes (the "Securities"). The Securities will be purchased and sold through the Company's marketplace, and the Company will be the sole issuer of the Securities. The Securities will be purchased and sold pursuant to the Offering Statement (the "Offering") and other agreements with the Company in the form set forth as exhibits to the Registration Statement (as defined below). The Securities will be entered into between the Company and each purchaser of Securities (the "Investors") and issued pursuant to a Borrower Payment Dependent Note (the "Note(s)"), between the Company and the recipient of Note funds (the "Borrower(s)").

In connection with this opinion, I have considered such questions of law as I have deemed necessary as a basis for the opinions set forth below, and I have examined or otherwise am familiar with originals or copies, certified or otherwise identified to my satisfaction, of the following:

1. The Certificate of Formation;
2. Form 1-A, Regulation A Offering Statement (the "Registration Statement");
3. Operating Agreement and its amendments;
4. Prospectus;
5. Subscription Agreement;
6. Investor Agreement; and
7. Such other documents deemed necessary or appropriate as a basis for the opinions set forth below.

The documents referred to in items (1.) through (6.) above, inclusive, are referred to herein collectively as the "Documents."

In all such examinations, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted as certified, conformed, electronic or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, I have relied upon, and assumed the accuracy of, the representations and

warranties contained in the Documents, certificates and oral or written statements and other information of or from officers or other appropriate representatives of the Company and others and assume compliance on the part of all parties to the Documents with the covenants and agreements contained therein.

I have assumed that the issuance and sale of the Securities by the Company will not violate or constitute a default under (i) any agreement or instrument to which the Company is subject, (ii) any law, rule or regulation to which the Company is subject, (iii) any judicial or regulatory order or decree of any governmental authority, or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with any governmental authority.

I have further assumed that (i) the Registration Statement and any amendments thereto, when effective under the Securities Act will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (ii) an appropriate prospectus supplement relating to the Securities offered thereby has been prepared and filed with the Securities and Exchange Commission (the "Commission") in compliance with the Securities Act and complies with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement; (iii) all Securities will be issued and sold in compliance with the applicable provisions of the Securities Act, as applicable, and the securities or blue sky laws of the state of Texas and in the manner stated in the Registration Statement and the Documents; and (iv)the agreements relating to Securities being offered have been duly authorized, executed and delivered by the Company and the other parties thereto.

In addition, the opinions hereinafter expressed are subject to the following qualifications and exceptions: (1) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination; (2) limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Securities; and the effect of judicial decisions which have held that certain provisions are unenforceable where their enforcement would violate the implied covenant of good faith and fair dealing, or would be commercially unreasonable, or where a default under the Securities is not material; (3) the enforceability of provisions of the Securities providing for indemnification or exculpation, to the extent such indemnification or exculpation is against public policy; (4) the enforceability of any provision of the Securities which purports to prohibit or restrict a transfer of rights;(5)the enforceability of any provision oftheSecurities which purports to establish evidentiary standards or to make determinations conclusive or powers absolute; and (6) no opinion is expressed with respect to the securities, BlueSky laws or antifraud laws of any state or other jurisdiction of the United States.

Based upon and subject to the foregoing, I am of the opinion that:

The Securities have been duly authorized and when executed, authenticated and delivered by the Company to Investors, and paid for by the Borrowers, including prepayment acceptance of Notes by Borrowers through Borrower signature, in accordance with the terms of the Documents, such Securities will be validly issued and will constitute the valid and binding obligations of the Company.

No opinion is expressed as to:

(i) the validity, binding effect or enforceability of any provision of the Securities relating to indemnification, contribution or exculpation;

(ii) the validity, binding effect or enforceability of any provision of the Securities related to (a) forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of Texas, (b) choice of governing law to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a court of the State of Texas or a federal district court sitting in the State of Texas, in each case, applying the choice of law principles of the State of Texas, (c) service of process or (d) waiver of any rights to trial by jury;

(iii) the validity, binding effect or enforceability of any provision of the Securities specifying that provisions thereof may be modified or waived only in writing, to the extent that an oral agreement or an implied agreement by trade practice or course of conduct has been created that modifies any provision of such agreement;

(iv) the validity, binding effect or enforceability of any provision of the Documents containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a "Waiver") by the Company under any provision of the Documents to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under, provisions of applicable law (including judicial decisions);

(v) any provision of the relevant documents purporting to give any person or entity the power to accelerate obligations without any notice; and

(vi) any provision of the Documents which may be construed to be in the nature of a penalty.

I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, however, I do not hereby admit that I am within the category of persons whose consent is required under section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

SARAH REESE /s/ Sarah Reese