Flex Line Program Defined Terms

Version Effective Date July 15, 2025

The following Flex Line Program Defined Terms are current as of the Version Effective Date set forth above but are subject to change, from time to time, by Billd Exchange in its sole discretion. Any change(s) to the Flex Line Program Defined Terms shall be deemed effective upon posting of such change(s) to the Billd website located at here. Please refer to such location on the Billd website, from time to time, for the then-current and effective Flex Line Program Defined Terms.

1. “Access Device” means the Account number(s), Administrator ID(s), User ID(s), Flex Line Loan ID(s), Draw ID(s), passwords and other credentials and mechanisms that Billd Exchange or a Third Party Provider provides to Borrowers to access the Billd Portal, the Billd Integrations, the other Billd Systems, and/or to request and consummate Flex Line Loans and/or Draws under the Flex Line Program.
2. “Account” means the electronic ledger of a Borrower’s Flex Line Loan and the Draw(s) thereunder, as maintained in the Billd Systems and reflected in the Billd Portal, together with Borrower’s rights, privileges, and obligations in connection therewith.
3. “ACH” means the automated clearing house system used by Billd Exchange to settle payments to and from Borrower under the Flex Line Program.
4. “Administrator” means the one (1) individual designated by a Borrower (and approved by Billd Exchange) who is provided administrative control over Borrower’s access to the Billd Systems and who governs and controls any Users who may access or use the Access Devices and the Billd Systems.
5. “Associated Person” means any Person that controls, is controlled by or under common control with another Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or other decision-making functions of a Person, whether through the ownership of voting securities, by contract or otherwise (with “controlled” having a correlative meaning).
6. “Balance” means the aggregate amount of principal and accrued and unpaid interest of all Draws that have been or may be made under a Borrower’s Flex Line Loan, together with any Recovery Costs and other fees and charges owed or owing by a Borrower in respect of such Flex Line Loan in accordance with the Agreement.
7. “Billd” means Billd Exchange and its Associated Persons.
8. “Billd Exchange” means Billd Exchange, LLC, a Delaware limited liability company.
9. “Billd Integration” means any web-based software, application, or other integration accessed through a Third Party Provider’s website or application, through which information is provided to Billd, including but not limited to, any documentation or information submitted in connection with reviewing or approving any Flex Line Loan and/or any Draw Request submitted by Borrower.
10. “Billd Portal” means the proprietary web-based software application made available by Billd for purposes of requesting, initiating, processing, managing, and completing Flex Line Loans and any Draw(s) thereunder, including, as appropriate, applications made available through a Billd Integration on a Third Party Provider’s website or application.
11. “Billd Systems” means the hardware, software, processes and other systems used by Billd to operate the Flex Line Program, including without limitation the Billd Portal and the Billd Integrations.
12. “Borrower” means a construction contractor or other business entity that has been approved by Billd Exchange to participate in the Flex Line Program and has entered into a MFLA with Billd Exchange.
13. “Borrower Bank Account” means a business checking account located in the United States that a Borrower must establish and maintain during the term of its MFLA. The wire and ACH transfer instructions for such account must be provided to Billd Exchange and kept up-to-date during the term of such MFLA.
14. “Borrower Credit Card” means a business credit card issued by a bank or other financial institution located in the United States that Borrower must obtain and maintain during the term of its MFLA. The account number, account holder name, expiration date and security code for such credit card must be provided to Billd Exchange and kept up-to-date during the term of such MFLA.
15. “Borrower Information” means any information about a Borrower, its Associated Persons, its Guarantors, its Access Devices, its Administrators and/or other Users, its Borrower Personnel and/or the business, assets, liabilities or creditworthiness of any of the foregoing that Billd may have access to in connection with the Flex Line Program, whether from any of the foregoing or from any other Person.
16. “Borrower Personnel” means the principals, officers, directors, shareholders, members, managers, partners, employees, agents, representatives, consultants and contractors, including but not limited to Administrators and Users, of a Borrower, as well as any person

    or entity acting or purporting to act on a Borrower’s behalf or at its direction in using the Access Devices and/or when interacting with the Billd Systems.

17. “Commencement Date” means the date on which a Borrower may first submit a Draw Request under its Flex Line Loan as set forth in Borrower’s Master Revolver Note.
18. “Contract Rate” means the rate of interest described in the applicable Master Revolver Note which is used to calculate the Interest and Weekly Payment amounts applicable to each Draw made under and pursuant to such Master Revolver Note. The Contract Rate may be adjusted by Billd Exchange, in its sole and absolute discretion, by written notice to Borrower.
19. “Credit Limit” means a certain amount set for a Borrower by Billd Exchange, in its sole discretion, and set forth in a Borrower’s Master Revolver Note, which amount is the maximum principal amount allowed under Borrower’s Flex Line Loan. A Borrower’s Credit Limit may be adjusted by Billd Exchange from time to time and for any reason at any time during the Draw Period, including but not limited to changes in the Borrower’s financial condition, Borrower’s utilization of other products and services offered by Billd, prolonged nonuse, macroeconomic factors, and any other reason determined by Billd Exchange in its sole and absolute discretion.
20. “Draw” means a Borrower’s borrowing of funds under its Flex Line Loan pursuant to the Flex Line Program and on the terms established in the MFLA.
21. “Draw Amount” or “Approved Draw Amount” means the principal amount actually funded by Billd Exchange to the Borrower pursuant to a Draw Request (which may be equal to or less than the Requested Draw Amount) as set forth in the applicable Draw Request Form (including, if applicable, any Modified Draw Request Form).
22. “Draw Effective Date” means, with respect to a Draw and subject to approval by Billd Exchange and the satisfaction of the conditions of such Draw in the MFLA, the date on which Billd Exchange initiates its transfer of funds for such Draw to the Borrower, regardless of whether the Borrower receives such funds on such date.
23. “Draw Fee” means, as applicable, a certain additional amount constituting a percentage of the Requested Draw Amount set forth in each Draw Request to be paid by a Borrower to Billd Exchange either (i) through an offset taken by Billd Exchange against the Requested Draw Amount before funding, or (ii) through an ACH debit transaction initiated by Billd Exchange against the Borrower Bank Account or Borrower Credit Card on or after the applicable Draw Effective Date and prior to the Termination Date, in Billd’s sole and absolute discretion.
24. “Draw Period” means the period of time beginning on the Commencement Date and ending on the Termination Date.
25. “Draw Request” means the submission by Borrower of a written request for a specific Requested Draw Amount under such Borrower’s Flex Line Loan, whether electronically submitted through the Billd Portal or such other means as approved by Billd Exchange.
26. “Draw Request Form” means the short-form agreement between Billd Exchange and a Borrower under the Borrower’s MFLA identifying the specific terms applicable to a Draw under such Borrower’s Flex Line Loan and the Flex Line Program, including without limitation, the Requested Draw Amount, the amount of any Draw Fee and/or Modification Fee (if applicable), the Approved Draw Amount, the Contract Rate, and such other terms and conditions as determined by Billd Exchange in its sole discretion. The term “Draw Request Form” also means and collectively refers to the initial Draw Request Form and any Modified Draw Request Form(s) executed by Billd Exchange and Borrower in connection with the MFLA.
27. “Electronic Signature” means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including clicking a box on a website or typing in the characters of a name, initials, or other adopted symbol of a party reasonably intended to have the effect of signatures.
28. “Family Member” means, with respect to any individual, any of the following: (i) such individual’s children, grandchildren, parents, grandparents, siblings and cousins (in each case, whether biological or by way of adoption), as well as any spouse or former spouse of any of the foregoing; (ii) such individual’s spouse or former spouse; and (iii) any children, grandchildren, parents, grandparents, siblings or cousins of such individual’s spouse or former spouse (in each case, whether biological or by way of adoption), as well as any spouse or former spouse of any of the foregoing.
29. “Flex Line Expiration Date” means the maturity date of a Flex Line Loan set forth in a Borrower’s Master Revolver Note, provided that Billd Exchange may set an earlier or different maturity date in its sole discretion by sending written notice to Borrower in accordance with the terms of the Borrower’s MFLA, in which case the Flex Line Expiration Date set forth in Borrower’s Master Revolver Note shall be automatically modified to be the date set forth in any such written notice as of the date on which such notice is sent to Borrower. To the extent Billd Exchange enters into, in its sole discretion, any Modified Master Revolver Note with respect to a Flex Line Loan that sets forth a new maturity date or Flex Line Expiration Date than that which was set forth in Borrower’s Master Revolver Note, any and all references to the term “Flex Line Expiration Date” in the MFLA shall refer to such new maturity date as amended, extended or modified by such Modified Master Revolver Note.
30. “Flex Line Loan” means a revolving line of credit loan made by Billd Exchange to a Borrower under the Flex Line Program, subject to approval and acceptance by Billd Exchange in its sole discretion and subject to the terms and conditions of such Borrower’s MFLA, applicable Master Revolver Note, applicable Draw Request Form(s), and the other documents and agreements executed in connection therewith.
31. “Flex Line Program” means the revolving line of credit loan program offered by Billd Exchange to eligible Borrowers, as approved and accepted by Billd Exchange from time to time in its sole discretion, and as further detailed in the MFLA.
32. “Guarantor” means any person or entity required to guaranty the payment and performance by a Borrower of its duties and obligations under an MFLA.
33. “Guaranty” means a guaranty agreement executed and delivered by any shareholder, member, partner, or other principal owner of a Borrower, or by any parent, affiliate, subsidiary, or successor of a Borrower in favor of Billd Exchange in connection with such Borrower’s MFLA.
34. “Interest” means, with respect to a Draw, the interest calculated at the Contract Rate that accrues on a daily basis but is paid by a Borrower to Billd Exchange on a weekly basis through the collection of Weekly Payments. For the avoidance of doubt, Interest shall begin to accrue on the first day immediately following the applicable Draw Effective Date (subject to any Interest-Free Period(s)) and continue to accrue each day thereafter until the Approved Draw Amount is paid in full to Billd Exchange.
35. “Interest-Free Period” means, with respect to a Draw, the initial period of time following the Draw Effective Date during which no Interest shall accrue or otherwise be payable by Borrower, in each case, as agreed by Billd Exchange and set forth in the applicable Draw Request Form. For the avoidance of doubt, Interest shall begin to accrue as of the first day immediately following the end of such Interest-Free Period and shall otherwise be payable in accordance with the applicable Draw Request Form.
36. “Master Revolver Note” means the master promissory note duly executed and delivered by a Borrower to Billd Exchange in connection with such Borrower’s execution and delivery of its MFLA to memorialize the establishment of such Borrower’s Flex Line Loan, subject in all respects to such Borrower’s MFLA.
37. “MFLA” means a Borrower’s Master Flex Line Agreement with Billd Exchange, as the same may be restated, supplemented, amended, or otherwise modified from time to time.
38. “Modification Fee” means a certain additional amount set forth in a Modified Master Revolver Note and/or Modified Draw Request Form that is added to the outstanding Approved Draw Amount(s) and owed to Billd Exchange by a Borrower under the applicable Modified Master Revolver Note and/or Modified Draw Request Form.
39. “Modified Draw Request Form” means the short-form agreement with respect to an outstanding Draw Request Form between Billd Exchange and a Borrower pursuant to which Billd Exchange, in its sole and absolute discretion, may agree to certain amendments, extensions or modifications to the terms of such outstanding Draw Request Form.
40. “Modified Master Revolver Note” means the short-form agreement or other written notice from Billd Exchange with respect to an outstanding Master Revolver Note between Billd Exchange and a Borrower pursuant to which Billd Exchange, in its sole and absolute discretion, may agree to certain restatements, amendments, extensions, renewals, or modifications to the terms of such outstanding Master Revolver Note.
41. “Originating Supplier” means the supplier or other vendor from which Borrower acquires goods or services using, in whole or in part, funds obtained from Billd Exchange under a Flex Line Loan.
42. “Person” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, governmental authority, or other entity.
43. “Recovery Costs” means any charges, costs, fees and/or other expenses incurred by Billd Exchange in connection with approving, establishing, maintaining, securing, servicing, and/or collecting upon a Borrower’s Flex Line Loan, including, without limitation, UCC lien filing and related fees and expenses, mailing/filing/recording fees, third-party processing/service fees, research/documentation fees or costs, insufficient funds or other bank-imposed fees, other out-of-pocket fees or costs for pursuing or exercising any of Billd Exchange’s rights against the Collateral, and/or all costs and expenses of collection (including reasonable attorneys’ fees, arbitrator fees and arbitration costs, court costs and litigation related expenses).
44. “Related Party” means, with respect to any Borrower, any Person that is a direct or indirect Associated Person, Family Member or Family Member of an Associated Person of such Borrower.
45. “Requested Draw Amount” means that amount, as set forth in a Draw Request, that a Borrower seeks to borrow from Billd Exchange in connection with a Draw.
46. “Termination Date” means the earlier to occur of the following: (i) the Flex Line Expiration Date; (ii) the date of occurrence of any Event of Default under the Agreement and/or any other document or agreement executed in connection therewith; and (iii) the seventh (7th) calendar day after the date on which Billd Exchange sends Borrower written notice pursuant to Borrower’s MFLA requiring Borrower to repay in full the entire Balance outstanding under Borrower’s Master Revolver Note prior to the Flex Line Expiration Date set forth therein. As of the applicable Termination Date, a Borrower may no longer submit Draw Requests, and the Balance under such Borrower’s Flex Line Loan shall be immediately due and payable in full to Billd Exchange.
47. “Third Party Provider” means an entity (other than Billd Exchange) which has agreed to provide services to Billd Exchange and its customers, including Borrowers and their Users.
48. “Third Party Service” means a service provided by a Third Party Provider.
49. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Arizona or, when the laws of any other jurisdiction govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral as provided in a Borrower’s MFLA, the Uniform Commercial Code as in effect from time to time in such jurisdiction.
50. “User” means the individuals designated by a Borrower’s Administrator who may access the Billd Systems, including without limitation, those who access or interact with the Billd Systems for the purpose of submitting Draw Requests and signing or otherwise acknowledging documents for or on behalf of such Borrower.
51. “Weekly Payment” means, with respect a Borrower’s obligations under the applicable Master Revolver Note, the summation of daily Interest that accrues each week on the principal amount outstanding on Borrower’s Flex Line Loan and which is drawn from the Borrower Bank Account via ACH. For the avoidance of doubt, Interest shall continue to accrue, and Weekly Payments shall continue to become due and payable to Billd Exchange each week after the applicable Termination Date and during any extensions of any Flex Line Loan, so long as any principal amounts outstanding under the applicable Master Revolver Note remain unpaid to Billd Exchange.