10-K - HLEO - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended October 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission

File Number 000-56774

HELIO

CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Florida	92-0586004

| (State or Other Jurisdiction of | (IRS Employer |

| Incorporation or Organization) | (Identification No.) |

2448

Sixth Street Berkeley, CA 94710

(Address of principal executive offices including zip code)

(510)

545-2666

(Registrant’s telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

| N/A | N/A | N/A |

Securitiesregistered pursuant to Section 12(g) of the Exchange Act: Common Stock, no par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer:	☐	Accelerated Filer:	☐

| Non-Accelerated Filer: | ☒ | Smaller Reporting Company: | ☒ |

| | | Emerging Growth Company: | ☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act ((§15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 30, 2025, which was the last business day of the registrant’s completed second fiscal quarter for the reported fiscal year, the aggregate market value of the registrant’s common stock held by non-affiliates was approximately $7,515,000 based on the closing price of $6.00 for common stock as determined by OTC Markets and the number of shares of common stock held by non-affiliates of the Company.

As of February 17, 2026, the number of issued and outstanding shares of common stock of the registrant was 23,182,425.

Documents

Incorporated by Reference:

None

HELIO

CORPORATION

ANNUAL

REPORT ON FORM 10-K

For

The

Fiscal

Year Ended October 31, 2025

TABLE

OF CONTENTS

Item Number in
Form 10-K		Page
PART<br> I
Item<br> 1	Business	1
Item<br> 1A	Risk<br> Factors	12
Item<br> 1B	Unresolved<br> Staff Comments	12
Item<br> 1C	Cybersecurity	12
Item<br> 2	Properties	13
Item<br> 3	Legal<br> Proceedings	13
Item<br> 4	Mine<br> Safety Disclosures	13
PART<br> II
Item<br> 5	Market<br> for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	14
Item<br> 6	[Reserved]	15
Item<br> 7	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations.	15
Item<br> 7A	Quantitative<br> and Qualitative Disclosures About Market Risk	24
Item<br> 8	Financial<br> Statements and Supplementary Data	F-1
Item<br> 9	Changes<br> in and Disagreements With Accountants on Accounting and Financial Disclosure	24
Item<br> 9A	Controls<br> and Procedures	24
Item<br> 9B	Other<br> Information	25
Item<br> 9C	Disclosure<br> Regarding Foreign Jurisdictions that Prevent Inspections	25
PART<br> III
Item<br> 10	Directors,<br> Executive Officers and Corporate Governance	26
Item<br> 11	Executive<br> Compensation	30
Item<br> 12	Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item<br> 13	Certain<br> Relationships and Related Transactions, and Director Independence	33
Item<br> 14	Principal<br> Accountant Fees and Services	36
PART<br> IV
Item<br> 15	Exhibit<br> and Financial Statement Schedules	37

A

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (including the exhibits hereto) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (“Exchange Act”), such as statements relating to our financial condition, results of operations, plans, objectives, future performance or expectations, and business operations. These statements relate to expectations concerning matters that are not historical fact. Accordingly, statements that are based on management’s projections, estimates, assumptions, and judgments constitute forward-looking statements. These forward-looking statements are typically identified by words or phrases such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “approximately,” “intend,” “objective,” “goal,” “project,” and other similar words and expressions, or future or conditional verbs such as “will,” “should,” “would,” “could,” and “may.” These forward-looking statements are based largely on information currently available to our management and on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and such statements involve inherent risks and uncertainties. Although we believe our expectations are based on reasonable estimates and assumptions, they are not guarantees of performance and there are a number of known and unknown risks, uncertainties, contingencies, and other factors (many of which are outside our control) which may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Accordingly, there is no assurance that our expectations will in fact occur or that our estimates or assumptions will be correct, and we caution investors and all others not to place undue reliance on such forward-looking statements.

The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements:

●	the<br> Company’s ability to continue as a going concern and its future liquidity and capital<br> resources;
●	the<br> Company’s ability to obtain additional financing on acceptable terms, or at all;
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●	the<br> timing and extent of the Company’s product development, commercialization, and business<br> strategy;
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●	the<br> Company’s ability to execute its business plan and achieve operating objectives;
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●	the<br> impact of competition, technological change, and market conditions on the Company’s<br> business; and
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●	the<br> Company’s reliance on government customers, contracts, and funding.
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While we believe we have identified material risks, these risks and uncertainties are not exhaustive. Other sections of this filing describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

If any of these risks or uncertainties materialize or any of these assumptions prove incorrect, the results of the Company could differ materially from the forward-looking statements. All written or oral forward-looking statements that are made or attributable to us are expressly qualified in their entirety by this cautionary notice. The forward-looking statements included herein are only made as of the date of this Annual Report on Form 10-K for the fiscal year ended October 31, 2025 (this “Form 10-K” or “Annual Report”). We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Unless otherwise stated, the terms “Company,” “we,” “us,” “ours” and similar expressions refer to Helio Corporation, a Florida corporation, and its wholly-owned subsidiary, Heliospace Corporation, a Florida corporation.

PART

ITEM

BUSINESS

CorporationInformation

Helio Corporation was originally incorporated as Stirling Bridge Group, Inc. (“Stirling Bridge”) on October 3, 2022, in the State of Florida. In May 2023, (“Stirling Bridge”) changed its name to Web3 Corporation. In January 2024, through a share exchange accounted for as a reverse acquisition, Web3 Corporation acquired 100% of the outstanding stock of Heliospace Corporation and changed its name to Helio Corporation (the “Business Combination”). Following the Business Combination, Heliospace became a wholly owned subsidiary of Helio Corporation. Heliospace Corporation was incorporated on March 6, 2018, as a Delaware corporation. For accounting purposes, Heliospace was determined to be the accounting acquirer in the Business Combination and is the sole predecessor of Helio Corporation. Accordingly, the financial statements included elsewhere in this Annual Report reflect the historical financial condition and results of operations of Heliospace prior to the Business Combination and of Helio Corporation and its consolidated subsidiary thereafter.

The Company’s principal executive offices are located at 2448 Sixth Street, Berkeley, California 94710, and its telephone number is (510) 545-2666. The Company’s website is www.helio.space. The information contained on, or accessible through, the Company’s website is not incorporated by reference into this Annual Report.

CompanyOverview

Helio Corporation (the “Company” or “Helio”) is a technology, engineering and research and development (R&D) holding company serving commercial, government and non-profit organizations in the aerospace industry. Our wholly owned subsidiary, Heliospace Corporation (“Heliospace”), is an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration and test services to customers in government, commercial, private and non-profit markets. With deep expertise in civil space missions combined with a growing business serving commercial companies, our primary company objective is to enable humanity’s pursuit of the scientific and commercial development of space.

The cost of access to space has seen dramatic reductions in the past decade. The domain of space activities, once confined to low-earth and geostationary orbit, now extends to the Moon and beyond. There is a growing need for a diversity of systems and approaches tailored to unique applications and environments. With our current existing hardware, services and solutions, we aim to meet the needs and demands of these growing commercial and government activities in an agile, cost-effective and innovative manner.

The Company’s common stock is quoted on the OTCID marketplace operated by OTC Markets Group under the symbol “HLEO.”

RecentDevelopments

The following summarizes certain material developments occurring subsequent to the Company’s fiscal year ended October 31, 2025, as well as certain late-fiscal-year events necessary to provide context.

Managementand Board Appointments

Appointmentof Chief Executive Officer and Chairman (January 5, 2026).

On January 5, 2026, the Company appointed Edward Cabrera as Chief Executive Officer and Chairman of the Board, replacing Gregory T. Delory, who transitioned to the role of Chief Technology Officer and remains a member of the Board. In connection with Mr. Cabrera’s appointment, the Company entered into an executive employment agreement and issued shares of common stock as compensation.

Appointmentof Manager of Investor Relations (January 5, 2026).

On January 5, 2026, the Company entered into an employment agreement with Edward W. Cabrera pursuant to which he serves as the Company’s Manager of Investor Relations. In connection with the agreement, the Company issued shares of common stock as compensation for services. The employment agreement and issuance of shares were approved by the Company’s Board of Directors. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chief Executive Officer and Chairman of the Board. See “Related Party Transactions.”

Appointmentof Chief Financial Officer (January 19, 2026).

On January 19, 2026, the Company appointed Mark Knauf as Chief Financial Officer. In connection with his appointment, the Company entered into an executive employment agreement providing for equity-based compensation, subject to vesting, and a cash salary payable only upon the Company achieving specified fundraising milestones.

BoardAppointments (January 21 and January 26, 2026).

On January 21, 2026 and January 26, 2026, the Company appointed Vikas “Vik” Parti, Mario Martinez, and Bruce T. Campbell to its Board of Directors. Mr. Martinez was appointed Chairman of the Audit Committee, Mr. Campbell was appointed Chairman of the Compensation Committee, and Mr. Parti was appointed Chairman of Intellectual Property.

Financings

ConvertibleNote Financing (August 26, 2025).

On August 26, 2025, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it issued a convertible promissory note with an aggregate principal amount of $275,000 for gross proceeds of $250,000, reflecting an original issue discount. The note bears interest at 10% per annum and matures on August 26, 2026. In connection with the financing, the Company also issued 25,000 unregistered shares of common stock as commitment shares. Net proceeds were used for general corporate and working capital purposes. Network 1 Financial Securities acted as placement agent in connection with the transaction.

Issuanceof Bridge and Convertible Notes (December 19, 2025).

On December 19, 2025, the Company entered into purchase agreements with institutional investors pursuant to which it issued unsecured bridge notes and an unsecured convertible promissory note for aggregate gross proceeds of approximately $250,000, reflecting original issue discounts. The notes bear interest at 12% per annum, mature in 2026, and contain customary default provisions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

ConvertibleNote Financings (January 12 and January 14, 2026).

RecentMoon Mission

Our delivered space qualified hardware continues to perform on space recent flight missions. On March 17, 2025, the Company announced the successful deployment of its hardware on Firefly Aerospace’s Blue Ghost Mission 1 (BGM1) lander. Heliospace provided deployable mechanisms and sensors as part of the Lunar Magnetotelluric Sounder (LMS) experiment. Led by Southwest Research Institute, LMS is designed to study the interior of the Moon by measuring low frequency electromagnetic fields. Heliospace designed and built unique Remote Electrodes that deploy in four directions up to 60 feet away from the lander, forming a large low frequency antenna on the lunar surface. Heliospace also provided a separate compact boom which deploys a magnetometer sensor upwards from the lander deck to make accurate measurements of magnetic fields. These systems work together to enable the LMS experiment to achieve key scientific objectives in resolving the internal structure of Moon’s mantle.

MarketOverview

The global space marketplace is projected to grow from $350 billion today to over $1 trillion by 2040 (Morgan Stanley, Citi forecast, 2021-2022). We believe the growing recognition of the commercial potential of in-space activities, sustained science and technology efforts by both government and private entities, together with defense agency priorities driven by increasing geopolitical concerns will continue to accelerate this trend. Our target market, Satellite System Manufacturing, is expected to have an average market size per year of $2.3 billion for Science & Technology, $750 million for Earth Observation, $5.2 billion for Space Domain Awareness and $1.5 billion for In-Orbit Services from 2025 through 2030 (according to our estimates based on Analysys Mason Ltd., Q4 2022 projections). We intend to continue expansion into the Science & Technology segment, for which we believe we have a significant foothold with our existing products and services, to then develop new opportunities in Space Based Solar Power generation.

The market for space hardware, systems and services is highly fragmented, with few scaled, capable competitors. The capabilities of existing players have been shaped by longstanding government procurements as well as the established communications and navigation equipment markets. There has been significant consolidation over the past few decades, resulting in fewer and less agile or innovative organizations. Cost control, performance and quality remain a challenge for some established incumbents. Meanwhile, the rapidly growing space economy will present a host of new applications and revenue opportunities that many current hardware and services providers are ill equipped to address. To succeed in this evolving market, aerospace companies in particular must be both innovative and agile to answer the needs of emerging new applications and customers. Heliospace aims to expand into these growing market segments by offering responsive, tailored solutions to both established and new customers.

CustomerConcentration

Our customers are concentrated in the space industry. While we have a strategy to diversify our sources of revenue (See “Company Growth Strategy” for a description of our strategy), approximately 70% and 75% of our revenue for the fiscal year ended October 31, 2025 and the fiscal year ended October 31, 2024, respectively, was derived, directly or indirectly, from U.S. government sources, either as a prime contractor or as a subcontractor. In each of these periods, more than 67% of our revenue was attributable to three customers. One of these customers, a prime contractor under an indefinite delivery/indefinite quantity (“IDIQ”) contract with NASA, accounted for approximately 31% of our revenue in the fiscal year ended October 31, 2025, and 27% of our revenue in the fiscal year ended October 31, 2024.

CurrentHardware and Services Capabilities

We have successfully scaled as a space hardware and services company providing solutions to government, commercial and non-profit customers. This includes hardware and services for over five space missions and hardware deliveries for over three additional missions launching in the near term. We leverage decades of management experience developing hardware capabilities that were successfully used in space for NASA and other space agencies and organizations. Our current commercial-stage hardware includes deployable mechanisms, antennas, booms, structures, and sensors. Our hardware is generally custom designed to customer specifications, assembled, tested and delivered fully qualified and ready for flight as a complete end-to-end solution. We offer systems engineering, modeling & analyses, integration & test, verification, mission formulation and architecture and other services to NASA and commercial customers. These services span a complete integrated analysis suite including structural, thermal, electromagnetic, optical, deployables and other tools to optimize both system and mission design. Integration and test support includes system-level planning, coupled with personnel to assist or observe test flows and ensure proper verification of requirements. Hardware and services are typically provided on a per-project basis using Time and Materials, Cost-Plus, or Fixed Price contracts with monthly payments, and range in size from $100,000 to over $10 million depending on system complexity, customer requirements, and schedule.

Developmentand Manufacturing

Hardware development occurs at our main facility in Berkeley, California, with over 20,000 sq ft of facilities including assembly and test areas, R&D labs, clean rooms, and thermal-vacuum test equipment. Heliospace leverages existing relationships with an array of vendors vetted under our internal quality control processes to support hardware construction. Our hardware is generally custom designed to customer specifications and translated to drawings including all dimensional and material details. The manufactured components are then sent out for competitive bid to third-party fabricators, who manufacture the components to the required specifications and deliver them to us. We also purchase some finished components from vendors for assemblies, including release mechanisms, heaters, switches, and other specialty components. These components are then assembled, tested and delivered fully qualified and ready for flight as a complete end-to-end solution. Heliospace maintains a vendor management system, which includes vendor surveys and an approved vendor list with specific approval criteria. A quality assurance process is in place for all components we receive, including inspections, paperwork requirements documenting the origin and authenticity of raw materials used, inspection reports, and other evidence that all incoming components meet the specification requirements and applicable regulations. We try to maintain multiple sources for the same component or material, in order to have qualified, alternate sources of supply if our primary source is delayed or does not meet our specifications or quality standards

RawMaterials and Suppliers

Heliospace engages in manufacturing activities at the piece-part and component level, and thus does not maintain an inventory of raw materials. Therefore, we have limited direct exposure to fluctuations in the supply of raw materials. Most of the value we provide with respect to our hardware comes from our design, engineering, assembly and test activities. While some of the components in our hardware require relatively scarce raw materials, our third-party fabricators have historically not experienced difficulty in procuring those materials.

Examplesof our Space Qualified Hardware

Deployableradar antennas on the NASA Europa Clipper mission, which will probe the subsurface of Europa

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Technology developed by Heliospace provided a low mass, small form factor solution for the radar antennas required for the NASA Europa Clipper Mission. The mission launched in October 2024. When stowed, our antennas are sufficiently compact to mount on the spacecraft solar arrays, thus simplifying the design and saving NASA significant cost. When deployed, these large dipole antennas extend to more than 55 feet in length. Heliospace designed, assembled, tested, and delivered these antennas under contract with Caltech as part of the Radar for Europa Assessment and Sounding: Ocean to Near-surface (REASON) instrument onboard Europa Clipper. REASON is a dual-frequency ice penetrating radar instrument designed to characterize and sound Europa’s icy crust from the near-surface to the ocean, revealing the hidden structure of Europa’s ice shell and potential water within. Europa is one of the solar system’s most fascinating objects, where conditions for life may exist, making this an exciting mission for which we were able to provide critical technology. Large deployable mechanisms present a continuing challenge in the space industry for which we have specialized expertise and demonstrated capability. This work was conducted from 2017-2024 pursuant to an $11.8 million cost plus contract. These radar antennas are now fully deployed and operating successfully on the Europa Clipper mission.

Low-costantennas for the NASA SunRISE CubeSat constellation

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We developed a solution to provide NASA with a high quantity of compact antennas that will deploy from a constellation of CubeSat class spacecraft on the SunRISE mission. The mission is expected to launch in the summer of 2026, and is designed to image solar eruptions that impact space weather at the Earth causing satellite and communications disruptions. The Heliospace solution enabled four antennas to deploy to over eight feet in length from each cereal-box size SunRISE CubeSat. Compact, deployable antennas and booms for small spacecraft remain a challenge in the space industry, and Heliospace was awarded a NASA Small Business Innovation Research Award Phase I in August of 2024, followed by a Phase II in June of 2025, to further commercialize this technology for broader use throughout the industry. The SunRISE antennas were delivered over a 2-year period pursuant to a $1.1 million contract.

Deployablesensors and mechanisms for use on three lunar landers as part of the NASA Commercial Lunar Payload Services program

●	Our<br> scientists and engineers developed a unique system that deployed four sensors on ballistic<br> trajectories from a lunar lander at distances up to 60 ft, which worked with other<br> instruments to explore the subsurface structure of the Moon. This unique solution is the<br> first of its kind to be used in space for planetary geophysics investigations and has been<br> selected to fly on two missions as part of the NASA Commercial Lunar Payload Services (CLPS)<br> program. The first mission carrying our hardware launched on January 15, 2025, aboard the<br> Firefly Aerospace Blue Ghost Lander and successfully landed and operated in March 2025. These<br> projects are ongoing with combined contract values of $1.37 million.
●	We<br> provided four deployable antennas for a NASA experiment in lunar radio astronomy which flew<br> on the Intuitive Machines (IM-1) lunar mission. They were provided in record time using a<br> simple purchase order requisition, delivered to NASA and successfully deployed in-flight<br> and on the Moon during the IM-1 mission.
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Our scientists and engineers developed a unique system that deployed four sensors on ballistic trajectories from a lunar lander at distances up to 60 ft, which worked with other instruments to explore the subsurface structure of the Moon. This unique solution is the first of its kind to be used in space for planetary geophysics investigations and has been selected to fly on two missions as part of the NASA Commercial Lunar Payload Services (CLPS) program. The first mission carrying our hardware launched on January 15, 2025, aboard the Firefly Aerospace Blue Ghost Lander and successfully landed and operated in March 2025. These projects are ongoing with combined contract values of $1.37 million.

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We provided four deployable antennas for a NASA experiment in lunar radio astronomy which flew on the Intuitive Machines (IM-1) lunar mission. They were provided in record time using a simple purchase order requisition, delivered to NASA and successfully deployed in-flight and on the Moon during the IM-1 mission.

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Afterexpanding our market into the commercial realm in 2023, in 2025 we provided an antenna calibration system for a lunar orbiter being builtby Firefly Aerospace.

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Under contract with Firefly Aerospace, we designed, built, and delivered a deployable dipole antenna for the Blue Ghost Transfer vehicle, a lunar orbit mission which will provide a radio frequency calibration source. A lunar lander mission called Lusee-Night will then use this source to calibrate its radio telescope to perform astrophysics observations from the lunar far side. Our solution displaced another vendor’s offering due to its heritage and performance. In an expansion of our previous offerings, we are responsible for both the mechanical and radiofrequency testing and performance of the delivered hardware pursuant to a $1.1 million contract in FY 2025.

Prototypemechanisms for the Mars Sample Return program

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In 2023 and early 2024, while the program was active, we utilized our specialized system-level capabilities and awareness of the NASA Mars Sample Return architecture to play a key role in the design and testing of sample handling hardware involving sample transfer from the rover to an ascent vehicle from the Martian surface, and the subsequent transfer of that sample to an orbiting vehicle for eventual return to Earth.

Heliospace

Hardware Projects

Examples of our services include:

Systemsengineering, integration, test and operations support for the James Webb Space Telescope.

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We have provided systems engineering support for the James Webb Space Telescope including system development and testing. With the successful launch of Webb in 2021, our support has continued into the post-launch operational phase. This includes requirements, thermal, structural, deployables and optical system analyses, test and verification approach and results, and in-flight performance and anomaly resolution.

SystemsEngineering for Roman Space Telescope, Habitable Worlds Observatory and Atmospheric Observing System, and Mars Sample Return.

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We have provided systems engineering support for these NASA programs at the mission, spacecraft, and payload level. Activities include requirements definition, implementation, and verification, as well as thermal, structural, and other analyses. For Mars Sample Return, we provided unique insight and stringent eject dynamics performance analysis for the Honeybee Robotics Spin Eject Mechanism as well as formulation engineering of the Capture Containment and Return System for NASA.

Both groups of services above were conducted under Indefinite Delivery/Indefinite Quantity (IDIQ) Time & Materials contracts totaling $11.2 million through September 2022, with a second follow-on contract in place for $8.1 million that continues through September 2027.

Expansioninto the commercial market includes systems engineering, analysis and architecture for the Blue Origin Mk I and II lunar landers.

●	Under a subcontract, we provided system<br> architecture studies, modeling, analysis, and recommendations for the Cargo Offloading Subsystem and Surface Access Subsystems as<br> part of the Blue Origin lunar lander designs. These services were concluded under purchase orders totaling $1.25 million to<br> date.

Heliospace

Services Projects

Productsand Services in Development

Based on the successful foundation of our current products and services, Helio will continue to expand its current offerings to include advanced deployable systems, sensing and deployable payloads, mission systems architectures and integrated solutions. These endeavors focus on the customer objectives for a given space application or mission, optimizing hardware, system design, payload and mission capabilities to enable customers to meet their stated objectives. Examples include payloads such as radar and RF systems, payload integration and test, as well as mission formulation and implementation optimized for customer requirements for applications including remote sensing, science & technology missions. These offerings leverage system-level expertise and awareness, providing turn-key solutions to the growing space economy. In addition to the specialty solutions above, we are currently funded under NASA contract to commercialize flight qualified release mechanisms and a standard deployable antenna design, each of which can be sold in high quantities at high margins.

Examples of some candidate development areas for potential future products and services include:

Payloadssuch as radar, RF systems and optical

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We have pioneered distributed RF and Radar mission architectures with Department of Defense (DoD) seed funding of $109,341 that was received under an AFWERX SBIR Phase I in FY 2024. We have developed new advanced deployable antenna concepts and designs under jointly funded programs with the NASA Jet Propulsion Laboratory with applications in Earth remote sensing and intelligence. Optical payload development is also progressing with our contributions to the telescope design for the NASA UVEX mission, with follow-on hardware work in 2025 and our own prototype demonstrators by the end of 2027.

Payloadintegration and test, mission formulation and implementation optimized for customer requirements.

●	We<br> have been selected by EarthGuard™, a commercial space endeavor offering a revolutionary<br> concept for directly mitigating the accelerating rate of global climate change, as its space<br> systems engineering development partner. We completed a Mission Architecture Study, which<br> successfully reached its major milestones in November of 2025.
●	We<br> are currently under contract with The Breakthrough Foundation for a feasibility study of<br> the mission formulation, implementation, and payload design for a dedicated lunar lander<br> performing radio frequency observations on the far side of the Moon. Mission development<br> is expected to start in FY 2026 and launch in mid-2028.
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SpaceBased Energy Solutions

●	Our<br> support of science and technology missions is currently well established with our hardware<br> and service lines; we intend to expand these offerings into larger integrated solutions in<br> the form of Space Based Solar Power, pursuing large addressable markets with significant<br> revenue growth potential.

OurCompetitive Advantages

We believe that we have few direct competitors of similar size and capabilities that provide the breadth of products, solutions and expertise that we offer our customers. Given the market fragmentation, we face competition from different competitors across individual products and applications. Competition within our product offerings range from divisions of large corporations who are challenged by cost control and inflexibility, to small, privately held companies with singular capabilities that lack the infrastructure and capacity to scale. System-level, mission focused engineering combined with deep expertise in the production of space qualified hardware is what we believe will enable Heliospace to effectively scale from current offerings to comprehensive solutions for existing and new customers.

Our competitive advantages include the following:

●	Our<br> experienced, award-winning leadership team is recognized in the field of space science, hardware<br> and system development, with deep expertise in the implementation of space missions in government<br> and commercial settings. The Heliospace company leadership has ensured that technical excellence<br> and customer responsiveness is embedded throughout the organization to achieve mission success,<br> as embodied by our best subcontractor of the year award from NASA JPL, NASA Agency Honor<br> awards for work on the James Webb Space Telescope and repeat customers from NASA (2019-present).
●	We<br> have established a successful capability in developing flight qualified instruments and space<br> mechanisms, a challenging and specialized field for which there are few competitors. The<br> Heliospace leadership team has overseen successful development of over 125 instruments and<br> mechanisms on over 40 space flight missions throughout their careers, both at Heliospace<br> and at the various other institutions at which members of our leadership team served, giving<br> our products and methods extensive real-world testing and proven design heritage.
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●	Heliospace<br> is becoming a leader in the development of payloads and systems for lunar exploration, having<br> delivered hardware for three lunar landers, providing system engineering support to the Blue<br> Origin lunar landers, with two additional lunar spacecraft and lander hardware projects in<br> progress. The Company’s founding team has deep expertise in lunar exploration and applications<br> gained throughout their careers, which we believe competitively positions us to leverage<br> new commercial transportation options to the Moon in order to further develop new initiatives<br> in lunar science, exploration and domain awareness.
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●	Leveraging<br> our successful Small Business Innovation Research (SBIR) grants, government funding and our<br> own resources, we have developed significant in-house processes and capabilities, including<br> vertical integration of key technologies such as our unique SABER™ deployable booms,<br> release mechanism development and unique assembly and testing capabilities that streamline<br> our production while improving our cost effectiveness.
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●	The<br> Heliospace team possesses extensive system-level design expertise that transcends the niche<br> offerings of market competitors, enabling us to provide comprehensive solutions that take<br> into account the entire mission chain in the achievement of customer objectives. This system<br> level awareness feeds into hardware and payload design to ensure mission success and enables<br> our expansion into larger, more ambitious turnkey solutions as we gain new customers.
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CompanyGrowth Strategy

Our company growth strategy builds upon our successful hardware and services capabilities, which provides a source of recurring revenue, to expand into providing an emerging new source of energy for humanity: Space Based Solar Power (SBSP). The global demand for electricity has been increasing substantially. In the United States, projections are rapidly accelerating due to data center growth, domestic industrial expansion, and increasing electrification of overall energy use (U.S. Energy Information Administration, 2025; Inner City Fund (ICF) 2025). To meet this accelerated demand, significant expansion of both fossil fuel based and clean sources of energy are forecasted. The growing possibility of a supply/demand imbalance results in a projected cost of electricity that exceeds the rate of inflation, impacting residential, commercial, and industrial users.

To meet projected demand in the U.S. and globally, new utility-scale power generation will be required. Meeting this demand using clean renewable energy sources remains a challenge, as these have historically been unable to provide baseload capacity – i.e., the ability to provide reliable, constant energy over long periods. Globally, ground-based solar and wind are projected to expand, but have significant variability and low utilization, and are unable to provide baseload capacity. Energy storage to increase reliability and peak capacity are forecast to have an increasing role, but are resource intensive and difficult to deploy at the required scale. Natural gas is increasingly forecast to meet demand due to cost effectiveness and baseload capability, but remains a non-renewable source with environmental impact, and is subject to price volatility. Nuclear energy faces significant challenges in cost of energy, site selection, availability of fuel, vulnerability to natural disasters, and public perception. The problem of energy available is significant: individual large users (i.e., data centers) are increasingly developing their own behind-the-meter sources. Meanwhile for residential customers, electricity prices will increase at a rate faster than inflation, effectively doubling by 2050.

Space Based Solar Power (SBSP) leverages our best source of energy – our Sun, a giant fusion reactor that will last billions of years. Solar energy in space is abundant, efficient, scalable and constant – a clean source of energy that can provide baseload capability, displacing the role of coal and natural gas and other carbon emitting sources. Falling launch costs combined with advancements in space systems are bringing use of SBSP within the realm of economic feasibility. Using our experience and in-house intellectual property Helio plans to offer a modular, scalable SBSP plant based on HelioSat, our advanced deployable system that expands into large solar collection areas from small spacecraft.

The global market opportunity for electricity supply is substantial, nearly USD $2 trillion in 2025, expanding to $3.7 trillion by 2035. By 2050 global consumption is predicted to double. Within this is a potential fourfold increase forecast to be from clean/renewable sources. A clean renewable source such as SBSP can provide baseload capability to this growing market at a Levelized Cost of Energy (LCOE) of $0.10/kWh over a lifetime of 20 years. Expansion of this system to 100 GW capability yields $811B lifetime profit and an IRR at 11% annually. Helio plans to demonstrate an initial in-space SBSP system by 2030, followed by larger capacity in the following decade. In parallel with this development, the current hardware and services capabilities will continue to expand as well, leveraging the advances we achieve in SBSP for use in adjacent applications for civil, commercial, and defense related use.

OurChallenges

Notwithstanding the foregoing, we operate in a very competitive and rapidly changing environment. While we believe our competitive strengths will contribute to the growth and success of our company, our business is subject to challenges and uncertainties that may prevent us from achieving our business objectives or otherwise adversely affect our business, results of operations or financial condition.

Among the challenges we face in implementing our growth strategy is the need to be agile in answering the needs of emerging new applications such as SBSP, including through successful innovation and continued refinement both of current and newly developed technologies, products, and services. Developing future innovations and satisfying or responding to changing customer demands and industry cycles safely and in a timely and cost-effective manner will require significant capital,and require us to overcome technological hurdles and navigate highly regulated environments. These will be ongoing challenges for our business.

While our growth strategy is achieving an increasing market share from private and commercial customers, a significant amount of our current revenue relies on U.S. government contracts. The changing political landscape, including the new Executive and Congressional leadership and priorities, the increasing U.S. budget deficit and national debt, and disruptions in the U.S. government budget process, impacts our inability to secure additional U.S. government contracts and represents a continuing challenge to our ability to implement our growth strategy.

InvestmentHighlights

●	We<br> have successfully scaled as a space hardware and services company providing solutions to<br> government, commercial and non-profit customers. This includes hardware and services for<br> over five active space missions and hardware deliveries for over two additional missions<br> expected to launch in 2026 or later.
●	We<br> expect to expand our capabilities to more advanced hardware and services, and payload and<br> mission system solutions by mid-2026, with a focus on SBSP solutions.
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●	The<br> global space marketplace is projected to grow from $350 billion today to over $1 trillion<br> by 2040 (Morgan Stanley, Citi forecast, 2021-2022). Large addressable markets in energy<br> use add substantially to future revenue potential.
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●	Our<br> leadership team has overseen successful development of over 125 instruments and mechanisms<br> on over 40 space flight missions throughout their careers, giving our products and methods<br> extensive real-world testing and proven design heritage. The leadership team’s systems<br> engineering and architecture experience on noteworthy NASA space missions such as Hubble,<br> James Webb Space Telescope, and the International Space Station provides comprehensive optimized<br> solutions that ensure customer objectives are achieved in the context of the overall mission,<br> including spacecraft, launch vehicle, payload and destination.
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●	Our<br> combination of system-level expertise, hands-on capabilities in the development of space<br> qualified hardware, and demonstrated track record of mission success in space provide an<br> ideal foundation for the development of an ambitious but essential project of SBSP.
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Our principal executive offices are located at 2448 Sixth Street, Berkeley, CA 94710.

Implicationsof Being an Emerging Growth Company and Smaller Reporting Company

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

For so long as we are an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to:

●	Being<br> permitted to present only two years of audited financial statements, in addition to<br> any required unaudited interim financial statements, with correspondingly reduced “Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations” disclosure<br> in this filing (notwithstanding this reduced requirement, have presented three years<br> of audited consolidated financial statements in this filing);
●	Not<br> being required to comply with the auditor attestation requirements of Section 404 of<br> the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”) in<br> the assessment of our internal control over financial reporting;
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●	Not<br> being required to comply with any requirement that may be adopted by the Public Company Accounting<br> Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors’<br> report providing additional information about the audit and the financial statements;
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●	Reduced<br> disclosure obligations regarding executive compensation in our periodic reports, proxy statements<br> and registration statements; and
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●	Exemptions<br> from the requirements of holding a nonbinding advisory vote on executive compensation and<br> shareholder approval of any golden parachute payments not previously approved.
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The Company will cease to be an emerging growth company upon the earliest of: (i) the last day of the fiscal year in which the Company has total annual gross revenues of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the Company’s first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended; (iii) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the previous three-year period; or (iv) the date on which the Company becomes a “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We are also a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent that we continue to qualify as a smaller reporting company after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.

IntellectualProperty and Protection

The Company has certain proprietary products and processes which are maintained as trade secrets. The Company has no filed or registered copyrights, trademarks or patents. Work on government contracts is generally conducted under the Federal Acquisition Regulation (FAR) rights in data clause, for which we claim limited rights to key technologies on a case-by-case basis. For non-government contracts, proprietary products are protected by non-disclosure agreements, and allocation of rights agreements as appropriate. In addition, each employee signs a proprietary information and inventions agreement. In general, critical details of proprietary products are withheld from release in customer interactions based on the judgment of company leadership.

Seasonalityin Our Business

We do not believe our business is subject to significant seasonal variation.

GovernmentRegulation

Our business is subject to a wide range of laws and regulations at the federal, state, and local levels, including employment, health care and safety, privacy, data security, environmental, and other requirements. Compliance with these laws and regulations requires management by the Company, including legal assistance, use of professional employment organizations, and other resources on an ongoing basis. Changes in laws and regulations, and their variations in local jurisdictions, require monitoring and research in order to ensure compliance and obtain the appropriate licenses, certificates, permits, and other documentation necessary to conduct business. Many of these laws and regulations are typical of most business activities, whereas we describe additional regulations at the federal level specific to our Company below.

We currently hold and will continue to pursue contracts with NASA and other U.S. government agencies and will thus be subject to FAR. U.S. government contracts require specialized accounting procedures involving direct and indirect cost, and with fee amounts limited by government or agency policies. Government contracts require both financial and compliance audits that may result in the recovery of funds after expenditure and other cost adjustments. Additional scrutiny may result in additional audits and reviews, triggered by technical or programmatic failures or other events. Gross violations of these policies can result in administrative sanctions such as suspension or debarment from doing business with the U.S. government, or civil and criminal penalties. Contracts subject to the Federal Civil False Claims Act include provisions allowing individuals such as employees to file claims on behalf of the U.S. government for contract violations and other unlawful activities. In addition, working with the U.S. government requires disclosure of certain company information, and mandatory labor, non-discrimination, and environmental compliance, among many other requirements. These aspects of the U.S. government regulation of contracts increase the overhead costs associated with contract compliance and add additional risks in conducting these transactions, while the limited fee structure allowed may limit profit under these contracts.

International space law dictates that all commercial activities in space must obtain the authorization and ongoing supervision of a state, which typically takes the form of a license, and all U.S. space companies are therefore subject to U.S. space policies and regulations. The licenses, approvals, and legality of these activities will vary with customers and applications and evolve over time as political bodies and other stakeholders influence the space law framework. The legal framework of each new contract involving activities in space needs to be individually evaluated. Significant ongoing regulations in this context include the protection and oversight of any transfer of hardware or technology to foreign entities, as governed by the International Traffic and Arms Regulations (ITAR) or the U.S. Department of Commerce. U.S. space companies are responsible for ensuring that foreign persons or entities do not have access to applicable technology under ITAR without obtaining an approved government license. ITAR compliance requires registration with the Directorate of Defense Trade Controls (DDTC), followed by generation and submission of ITAR-compliant export licenses. Protection of data subject to ITAR requires employee training and cybersecurity measures. The Company believes these efforts can collectively cost more than tens of thousands of dollars between both fees and personnel costs but has not incurred any material costs related to ITAR registration to date. For technology not subject to ITAR, shipment or transfer of space technology to foreign entities must obtain a license under the U.S. Department of Commerce. Significant resources can be required to assess and manage these processes to avoid civil or criminal liability. Obligations required under these regulations include registration with the Directorate of Defense Trade Controls (DDTC) and familiarization with the classification of commodities according to Export Administration Regulations (EAR). Ongoing monitoring of changes in export control laws is an important activity that must be maintained to ensure compliance. Additional obligations include the acknowledgment and proper management of customer-supplied technology or information subject to ITAR or EAR.

Employees

As of February 13, 2026, we had approximately 12 employees, ten of whom were hourly ranging from full to part time, and an additional two personnel under consultant agreements. Most of our full-time employees are highly trained, primarily in the areas of mechanical, structural, and systems engineering and thermal analysis. We are not party to any collective bargaining agreements. Our employees are critical to our long-term success and essential to helping us meet our goals. It is crucial that we continue to attract, retain and motivate exceptional and high-performing employees. To that end, we provide competitive salaries, paid time off, compensatory time and employee stock options.

ITEM

1A. RISK FACTORS

As a “Smaller Reporting Company,” the Company is not required to provide the information required by this Item.

ITEM

1B. UNRESOLVED STAFF COMMENTS

None.

ITEM

1C. CYBERSECURITY

RiskManagement and Strategy

In the ordinary course of business, the Company is subject to cybersecurity risks, which the Company manages as a component of its overall risk management strategy. The Company’s management recognizes the impact that cybersecurity threats could have on our business operations, our compliance with regulations and our reputation. The Company has created a cybersecurity monitoring and reporting framework that it uses to respond to any potential cybersecurity risks. As part of this framework, the Company utilizes a third-party vendor to provide network security and assist with protection against cybersecurity risks through network assessments, monitoring, and related activities. The Company’s management continues to assess material risks from cybersecurity threats, its compliance policies, and its reporting framework in order to limit the risk posed by cybersecurity incidents.

Governance

The Board of Directors conducts informed oversight of the Company’s risk management process, including risks from cybersecurity threats. The Board of Directors is responsible for monitoring and assessing strategic risk exposure. The Company’s management is responsible for identifying any potential cybersecurity risks to the Board of Directors and monitoring compliance practices at the operational level.

While the Company believes it has adequate processes and technology in place to detect and respond to cybersecurity threats, the Company is continually at risk given an ever-changing cybersecurity landscape. Accordingly, the Company can provide no assurances that a future cyber-attack would not affect the Company’s business in a material manner. At the effective date of this Annual Report, however, the Company is not aware of any current or past cybersecurity incidents that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

ITEM

PROPERTIES

The Company leases its current manufacturing and office facility, located at 2448 Sixth Street, Berkeley, CA 94710. The leased square footage is 20,000 square feet, for $38,192 per month plus expenses. The lease commenced on June 1, 2022 and has an initial term of five years. The Company believes the facility is adequate for its current operations.

ITEM

LEGAL PROCEEDINGS

The Company is not currently a party to any legal proceedings. From time to time, the Company may be subject to claims, disputes, demand letters, or other legal matters arising in the ordinary course of business; however, management does not believe that any such matters, whether currently asserted or previously threatened, individually or in the aggregate, would have a material adverse effect on the Company’s business, financial condition, or results of operations.

ITEM

MINE SAFETY DISCLOSURES

Not applicable.

PART

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

MarketInformation

Our common stock is quoted on OTC Markets under the symbol “HLEO.”

Shares of our common stock have historically been thinly traded, and as a result, our stock price as quoted by OTC Markets may not reflect an actual or perceived value. The following table sets forth the approximate high and low bid prices for our common stock for the last two fiscal years and interim periods. The quotations reflect interdealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Period	High<br> Bid		Low<br> Bid
November 1, 2023, through January<br> 31, 2024	$	5.00	$	1.00
February 1, 2024, through April 30, 2024	$	9.00	$	2.05
May 1, 2024, through July 31, 2024	$	5.30	$	4.83
August 1, 2024, through October 31, 2024	$	5.00	$	5.00
Period	High<br> Bid		Low<br> Bid
---	---	---	---	---
November 1, 2024, through January<br> 31, 2025	$	7.00	$	3.70
February 1, 2025, through April 30, 2025	$	7.40	$	4.25
May 1, 2025, through July 31, 2025	$	9.85	$	1.50
August 1, 2025, through October 31, 2025	$	2.40	$	0.25

Holders

As of October 31, 2025, there were approximately 160 holders of record of our common stock.

Dividends

Holders of the Company’s common stock are entitled to receive dividends when and if declared by its Board of Directors out of funds legally available therefore. The Company, however, has never declared any cash dividends on its common stock and does not anticipate the payment of cash dividends in the foreseeable future. We do not have earnings out of which to pay cash dividends. We may consider payment of dividends at some point in the future when and if we have earnings sufficient for that purpose, but the declaration of dividends is at the discretion of the board of directors, and there is no assurance that dividends will be paid at any time.

RecentSales of Unregistered Securities

The following summarizes the Company’s unregistered sales of equity securities during and subsequent to the fiscal year ended October 31, 2025.

On August 26, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which it issued a convertible promissory note with an aggregate principal amount of $275,000 for a purchase price of $250,000, reflecting an original issue discount. The note bears interest at 10% per annum and matures on August 26, 2026. In connection with the transaction, the Company also issued 25,000 shares of its common stock as commitment shares. The securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the net proceeds were used for general corporate and working capital purposes.

On December 2, 2025, the Company issued an aggregate of 7,398,459 shares of its common stock to Gregory T. Delory, the Company’s then Chief Executive Officer and Chairman of the Board, and Paul S. Turin, the Company’s Chief Engineer and a member of the Board of Directors, in exchange for outstanding indebtedness pursuant to exchange agreements. The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended, and no commissions or other remuneration were paid in connection with the exchanges.

On December 19, 2025, the Company entered into purchase agreements with institutional investors pursuant to which it issued two unsecured promissory notes and one unsecured convertible promissory note, together with shares of common stock issuable upon conversion of the notes. The securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act.

On January 5, 2026, the Company issued 3,000,000 shares of its common stock to Edward Cabrera in connection with his appointment as Chief Executive Officer pursuant to an executive employment agreement. The shares were issued as compensation for services rendered and were issued in reliance upon Rule 701 promulgated under the Securities Act and Section 4(a)(2) thereof.

On January 5, 2026, the Company issued 1,250,000 shares of its common stock to Edward W. Cabrera in connection with his entry into an employment agreement pursuant to which he serves as the Company’s Investor Relations Manager. The shares were issued as compensation for services rendered and were issued in reliance upon Rule 701 promulgated under the Securities Act and Section 4(a)(2) thereof.

On January 12, 2026 and January 14, 2026, the Company entered into securities purchase agreements with accredited investors pursuant to which the Company issued convertible promissory notes in the original principal amount of $165,000 per note, for an aggregate purchase price of $150,000 per note, reflecting an original issue discount of $15,000. The Company received net cash proceeds of approximately $133,000 in each transaction after deducting placement agent fees and other transaction-related expenses. The notes mature twelve months from issuance and are convertible into shares of the Company’s common stock at the option of the holders at prices determined by reference to the Company’s trading price, subject to specified discounts and adjustment provisions. In connection with each transaction, the Company issued 75,000 shares of common stock as commitment shares, and in the January 14, 2026 transaction, the Company also issued a warrant to purchase up to 330,000 shares of common stock at an exercise price of $0.50 per share, exercisable for five years and subject to a 4.99% beneficial ownership limitation. The securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

On January 15, 2026, the Company issued 12,000 shares of common stock to a consultant in consideration for services rendered.

TransferAgent

The Company’s stock transfer agent is ClearTrust, LLC (“ClearTrust”). ClearTrust’s address is 16540 Pointe Village Drive, Suite 210, Lutz, Florida 33558 and their telephone number is (813) 235-4490. The transfer agent is responsible for all record-keeping and administrative functions in connection with our shares of common stock.

ITEM6. [Reserved]

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the operating results and financial condition of the Company for the fiscal years ended October 31, 2025 and 2024. The discussion and analysis set forth below is intended to assist you in understanding the financial condition and results of our operations and should be read in conjunction with our audited financial statements and the accompanying notes included elsewhere in this Form 10-K. Our results of operations and financial condition, as reflected in the accompanying statements and related notes, are subject to management’s evaluation and interpretations of business conditions, changing market conditions and other factors. Historical results and trends that might appear should not be taken as indicative of future operations. The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of various factors, including those discussed elsewhere in this Form 10-K.

These forward-looking statements include statements relating to our anticipated financial performance and business prospects, including debt reduction, currency values and financial impact, foreign exchange counterparty exposures, the impact of pending legal proceedings, adequate liquidity levels, dividends, share repurchases or other capital deployment initiatives and/or statements preceded by, followed by or that include the words “believe,” “will,” “will be,” “will continue,” “will likely result,” “may,” “predicts,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “aim,” “could,” “plans,” “seeks” and similar expressions. These forward-looking statements speak only as of the date stated, and we do not undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by these forward-looking statements will not be realized. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not prove to be correct or we may not achieve the financial results, savings or other benefits anticipated in the forward-looking statements. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties, some of which may be beyond our control. These risks and uncertainties, including those disclosed in the “Risk Factors” section in our registration statement on Form S-1, as amended (File No. 333-284062) (the “S-1 Registration Statement”) could cause actual results to differ materially from those suggested by the forward-looking statements and include, without limitation:

●	Our<br> limited operating history makes it difficult to evaluate our future prospects and the risks<br> and challenges we may encounter.
●	Our<br> success depends heavily on our executive officers, senior management team and highly trained<br> employees; difficulty hiring officers and employees of equal competency or ineffective<br> succession planning, could adversely affect our business.
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●	Competition<br> could cause downward pressure on prices, fewer customer orders, reduced margins, inability<br> to take advantage of new business opportunities, and the loss of market share.
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●	Our<br> competitors may be better capitalized, have greater revenues, and have more industry<br> or management experience.
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●	Our<br> competitors may develop technologies and products that are more effective than those we develop<br> or that render our technology and products obsolete or noncompetitive.
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●	Our<br> projections of future financial results are based on a number of assumptions by our management,<br> some or all of which may prove to be incorrect, and actual results may differ materially<br> and adversely from such projections.
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●	Our<br> estimated and projected market for our products and services may be inaccurate and<br> may not reach our expected potential.
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●	We<br> will incur significant expenses and capital expenditures to execute our business<br> plan; there are no assurances that we will obtain adequate financing to meet these expenditures.
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●	We<br> may invest significant resources in developing new products, services and technologies<br> in pursuit of applications and revenue opportunities that may never materialize.
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●	Our<br> ability to grow our business depends on our ability to develop new products, and services<br> to satisfy changing customer demands and respond to changing industry cycles in a timely<br> and cost-effective manner.
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●	Our<br> business may be adversely affected by changes in budgetary priorities of the U.S. Government.
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●	Technology<br> failures or cyber security breaches or other unauthorized access to our information technology<br> systems or sensitive or proprietary information could have an adverse effect on the Company’s<br> business and operations.
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●	Federal<br> contracting is subject to significant regulation, including rules related to bidding, billing<br> and accounting kickbacks and false claims, and non-compliance could subject<br> us to fines and penalties.
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●	Our<br> inability to secure additional U.S. government contracts and funding may adversely affect<br> our business, financial condition and results of operations.
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●	The<br> U.S. government’s budget deficit and the national debt, as well as any inability<br> of the U.S. government to complete its budget process for any government fiscal year<br> and consequently having to shut down or operate on funding levels equivalent to its prior<br> fiscal year pursuant to a “continuing resolution,” could have an adverse impact<br> on our business, financial condition, results of operations and cash flows.
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●	Our<br> common stock has historically experienced limited trading and you may have difficulty liquidating<br> your shares.
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●	Our<br> stock price may be volatile and purchasers of our common stock could incur substantial losses.
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●	We<br> do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation<br> of your shares of common stock for return on your investment.
●	Our<br> Company’s founders, directors and executive officers own or control a majority of the<br> Company and you will have little or no management control over our business or corporate<br> mattes.
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●	Our<br> operating results may continue to be adversely affected as a result of unfavorable market,<br> economic, social and political conditions.
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We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Annual Report relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Annual Report or to conform such statements to actual results or revised expectations, except as required by law.

Overview

Overviewof Operations

Heliospace, our wholly owned subsidiary, is an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration and test services to customers in government, commercial, private and non-profit markets. Heliospace designs, fabricates, assembles and tests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, the antennas for the SunRISE CubeSat constellation, and deployable systems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering, integration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System.

In January 2024, via a share exchange accounted for as a reverse acquisition, Web3 Corporation, a Florida corporation that was originally incorporated under the name Stirling Bridge Group, Inc. and was a specialized small business venture lender, acquired 100% of the stock of Heliospace, and changed its name from Web3 Corporation to Helio Corporation (the “Business Combination”). Heliospace was the accounting acquirer in the Business Combination and was determined to be the sole predecessor of Helio Corporation. Accordingly, this discussion and analysis, and the financial statements included elsewhere in this quarterly report, reflect the financial condition and results of operations of Helio Corporation and its sole consolidated subsidiary, Heliospace, after the Business Combination and of Heliospace prior to the Business Combination.

Trends,Events, and Uncertainties

GovernmentBudget Uncertainty and Proposed NASA Cuts

A significant portion of our revenue is derived from contracts with the U.S. federal government, including through NASA, where our subsidiary, Heliospace, provides mission-critical components and engineering services for science and exploration missions. Accordingly, our financial condition and results of operations are influenced by trends in federal discretionary spending, particularly in space science and technology programs.

One key emerging trend is the proposed shift in federal budget priorities under the Trump administration. In April 2025, the administration released its draft budget proposal for fiscal year 2026, which recommends a significant reduction in overall discretionary spending, including an approximately 50% cut to NASA’s Science Mission Directorate. If enacted, this proposal would have reduced funding for core science programs such as astrophysics, heliophysics, Earth science, and planetary science—areas directly aligned with Heliospace’s technical capabilities and historical contract activity. Subsequent actions by Congress have restored NASA’s budget to near 2024 levels, including $7 billion for science programs that represent a core customer for Heliospace.

While NASA funding has largely been restored, the magnitude of the proposed cuts and the administration’s stated intent to reprioritize government resources away from space science programs present a material uncertainty for our future growth. Any resulting reduction, delay, or cancellation of NASA programs could reduce the number of available contracts, increase competition for limited awards, and adversely impact our future revenue and profitability.

In addition, broader fiscal challenges at the federal level—such as the rising national debt, persistent budget deficits, and the risk of government shutdowns or extended continuing resolutions—could result in delays to contract funding or payments, reduced availability of new program opportunities, and increased uncertainty in long-term planning. These macroeconomic pressures may also negatively affect private sector customers that rely on or benefit from government-funded space and research initiatives.

As we execute our expansion plans, we have continued to increase the percentage of revenue from private and commercial sources, are actively working to expand our offerings to defense agencies whose budgets remain a priority for the current administration and Congress, and expanding into the new business line of SBSP. However, these plans are subject to risks and uncertainties, and there can be no assurance that they will succeed or fully offset the effects of any reduction in government spending.

CybersecurityRisk and Ongoing Threat Landscape

As a government contractor and developer of advanced aerospace technology, we operate in a highly sensitive and data-driven environment. Cybersecurity risks—including ransomware attacks, data breaches, intellectual property theft, and attempted intrusions by nation-state actors—continue to increase in frequency and sophistication across our industry. Like many companies operating in the defense and aerospace sectors, we remain a potential target for both criminal and geopolitical cyber threats.

We have implemented security protocols, systems monitoring, and access controls to protect our infrastructure and proprietary information, including information related to our work with NASA and other government agencies. However, cybersecurity is an evolving threat landscape, and there can be no assurance that our efforts will prevent all attacks or unauthorized access. A successful breach could disrupt our operations, compromise confidential data, harm our reputation, result in regulatory investigations, or expose us to legal claims and financial losses.

We will continue to invest in cybersecurity tools, training, and third-party audits to strengthen our defenses, and we are evaluating compliance with emerging federal cybersecurity requirements. Nonetheless, future cybersecurity incidents could materially affect our business, financial condition, or results of operations.

Resultsof Operations

Comparisonof the Year Ended October 31, 2025 to the Year Ended October 31, 2024

The following table provides certain selected financial information of Helio Corporation for the periods presented:

	Years<br> Ended
	October<br> 31,
	2025			2024			Change			%
Revenues	$	3,875,793		$	6,891,223			(3,015,430	)		(44	)%
Costs of revenue		2,952,619			4,153,190			(1,200,571	)		(29	)%
Operating<br> expenses		4,621,928			4,483,188			138,740			3	%
Operating<br> (loss)		(3,698,754	)		(1,745,155	)		(1,953,599	)		112	%
Interest<br> expense, net		(327,873	)		(89,178	)		(238,695	)		268	%
Amortization<br> of debt discount		(8,188	)		-			(8,188	)		Increase from zero
Change<br> in fair value of derivative liability		4,344			-			4,344			Increase<br> from zero
Loss<br> on debt extinguishment		-			(28,350	)		28,350			Decrease<br> to zero
Net<br> (loss)	$	(4,030,471	)	$	(1,862,683	)		(2,167,788	)		116	%
Loss<br> per share basic and diluted	$	(0.36	)	$	(0.17	)

Revenue

Revenue for the year ended October 31, 2025 decreased by 44% to $3,875,793 from $6,891,223 for the year ended October 31, 2024, reflecting a lower overall volume of work compared to the prior years. Contributing factors include continuing budget cuts to NASA programs enacted by the current administration, combined with the extended government shutdown. During the year ended October 31, 2025, we serviced eleven customers, two of which were direct government customers, four were private or commercial customers and three were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer. Two commercial customers were serviced whose source of funds was private investment. For the years ended October 31, 2024, we serviced thirteen customers, of which two were direct government customers and seven were private foundations, and four were non/not-for-profit customers for whom we manufactured products as a subcontractor for their government customer.

Cost of Revenue

The 29% decrease in cost of revenue for the year ended October 31, 2025 to $2,952,619 from $4,153,190 for the year ended October 31, 2024 mainly reflected the decreased business volume described above. As a percentage of revenue, cost of sales amounted to 75% and 60% in the years ended October 31, 2025 and 2024, respectively. Cost of sales as a percentage of revenue increased by approximately 15% due to a lower overall revenue against certain fixed costs, a loss on one fixed price contract, and charges to one services contract beyond the hours originally allocated to that contract.

Operating Expenses

	Years<br> Ended <br> October 31,
	2025		2024		Change			%
Operating expenses
Personnel<br> expenses	$	436,947	$	473,527	$	(36,580	)		(8	)%
Facilities expense		692,262		736,062		(43,800	)		(6	)%
Professional fees		462,592		359,077		103,515			29	%
Depreciation expense		22,663		22,663		-			0	%
Other<br> general and administrative^(1)^		3,007,464		2,891,859		115,605			4	%
Total	$	4,621,928	$	4,483,188	$	138,740			3	%
(1)	Including<br> right of use asset amortization.
---	---

Overall operating expenses increased by $138,740, or 3%, to $4,621,928 for the year ended October 31, 2025, as compared to $4,483,188 for the year ended October 31, 2024, driven by professional fees incurred in connection with a public offering attempt and higher G&A expenses associated with this and R&D activities.

Other Expense

Our other expenses are comprised of interest expense, amortization of debt discount, change in fair value of derivative liability and loss on debt extinguishment. Overall other expenses increased by $214,189, or 182%, to $331,717 for the year ended October 31, 2025, as compared to $117,528 for the year ended October 31, 2024. We recorded $327,873 in interest expense in the year ended October 31, 2025 compared to $89,178 in the year ended October 31, 2024, reflecting our increased amount of average outstanding debt and increased rates of interest thereunder. In the year ended October 31, 2025 we recorded amortization of debt discount of $8,188 and the change in fair value of derivative liability of ($4,344), which was due to the issuance of convertible debt in August 2025.

We have not recorded income tax expense or benefit in the years ended October 31, 2025 and 2024 (because of our tax loss carryforwards). We had approximately $3,179,000 of net operating loss carry forwards to offset future federal taxable income as of October 31, 2025.

The NOL carry forward is subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Under the Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss carryforwards and research credit carryforwards to offset taxable income and tax, respectively, may be limited based on cumulative changes in ownership. The Company has not completed an analysis to determine whether any such limitations have been triggered as of October 31, 2025. The annual limitation, if any, will be determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.

Net Loss

Our net loss for the year ended October 31, 2025 was $4,030,471, compared to a net loss of $1,862,683 for the year ended October 31, 2024. The change was due to the reasons discussed above.

Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements, which is not alleviated by management’s plans. The consolidated financial statements have been prepared under the going concern basis of accounting. These consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

Liquidityand Capital Resources

As of October 31, 2025, the Company had cash and cash equivalents of $7,305 and has historically incurred operating losses and negative cash flows from operations. The Company has funded its working capital, research and development activities, capital expenditures, and other commitments primarily through loans from the Company’s executive officers and directors and other debt financings. The Company has also issued equity securities in non-cash transactions, including in connection with services rendered and debt-related arrangements. The Company expects to continue to incur operating losses and negative operating cash flows as it advances its business and executes its strategic initiatives.

The Company’s primary liquidity requirements include funding operating expenses, research and development activities, engineering and technical personnel costs, general and administrative expenses, professional fees, and costs associated with maintaining its public company reporting obligations. As of October 31, 2025, the Company’s ability to meet its obligations as they become due depend, and is expected to continue to depend, on its ability to obtain additional financing through debt or equity issuances, strategic transactions, or other capital-raising activities.

During fiscal year 2025 and subsequent to October 31, 2025, the Company completed multiple financing transactions to support its liquidity needs.

On August 26, 2025, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it issued a convertible promissory note with an aggregate principal amount of $275,000 for gross proceeds of $200,000 net of an original issue discount of $25,000 and expenses of $75,000 withdrawn from the original proceeds. The note bears interest at 10% per annum and matures on August 26, 2026. In connection with the transaction, the Company also issued unregistered shares of its common stock as commitment shares. Net proceeds were used for general corporate and working capital purposes.

On September 18, 2025, the Company obtained a short-term loan, which totaled $ 63,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 30 weeks. The Company is expected to repay an aggregate of $91,980 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates.

On September 30, 2025, the Company obtained a short-term loan, which totaled $ 60,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 18 weeks. The Company is expected to repay an aggregate of $89,940 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates.

Subsequent to October 31, 2025, on December 19, 2025, the Company issued unsecured promissory notes and an unsecured convertible promissory note to institutional investors for aggregate gross proceeds of approximately $250,000, reflecting original issue discounts. These notes bear interest at 12% per annum and mature in 2026.

In addition, on January 12, 2026 and January 14, 2026, the Company issued additional convertible promissory notes to accredited investors for aggregate gross proceeds of $300,000, reflecting original issue discounts of $30,000.

The securities issued in connection with these transactions, including shares of common stock issued or issuable upon conversion of the notes or as consideration for services, were issued in transactions exempt from registration under the Securities Act of 1933, as amended. See “Unregistered Sales of Equity Securities” included elsewhere in this Annual Report for additional information.

DebtObligations and Contractual Commitments

As of October 31, 2025, the Company had outstanding unsecured notes to related parties with an aggregate principal balance of $1,336,613, bearing interest at rates between 6.5% and 11.25% per annum. $841,613 of these notes mature in fiscal year 2026, with the remaining balance maturing in fiscal years 2027 and 2028.

As of October 31, 2025, the Company also had outstanding debt from unrelated parties under notes payable with an aggregate principal balance of $1,887,034. These notes bear interest at rates of 9.75% and 12.00% per annum and mature within the next two fiscal years. Certain of these notes are secured by the Company’s accounts receivable and by shares of common stock pledged by a shareholder, and certain notes permit acceleration upon the occurrence of specified events. A discussion of the notes issued during the fiscal year ended October 31, 2025 and subsequent thereto is included above.

The Company’s ability to service its debt obligations will depend on its future operating performance and its ability to obtain additional financing.

Subsequent Events

As previously disclosed in Current Reports on Form 8-K filed with the SEC in November 2025, December 2025 and February 2026, the Company received notices of default relating to certain outstanding promissory notes.

As previously disclosed in a Current Report on Form 8-K filed on November 26, 2025, on November 20, 2025, the Company received an email from counsel to the holders of (i) the Company’s secured promissory note dated October 15, 2024 in the original principal amount of $400,000, bearing interest at 9.75% per annum, and (ii) the Company’s secured promissory note dated October 16, 2024 in the original principal amount of $500,000, bearing interest at 9.75% per annum (collectively, the “$900,000 Notes”). The $900,000 Notes are secured by a first-priority security interest in the Company’s accounts receivable. The email asserted that the Company’s failure to repay the $900,000 Notes at their November 5, 2025 maturity date constituted an event of default and stated that it constituted a notice of default. The holders have demanded repayment of the outstanding principal and accrued interest. The Company did not repay the $900,000 Notes on the maturity date. As of February 13, 2026, the total amount outstanding under the $900,000 Notes, including accrued interest, was $865,335.

As previously disclosed in a Current Report on Form 8-K filed on December 2, 2025, on December 1, 2025, the Company received a notice from a noteholder asserting that the Company was in default under its Amended and Restated Secured Promissory Note dated October 15, 2024 in the original principal amount of $250,000, bearing interest at 9.75% per annum (the “$250,000 Secured Note”), due to the Company’s failure to repay the outstanding amount within the applicable grace period following its November 5, 2025 maturity date. The Company did not repay the $250,000 Secured Note on the maturity date. As of February 13, 2026, the total amount outstanding under the $250,000 Secured Note, including accrued interest, was $289,045.

As previously reported in a Current Report on Form 8-K filed on February 12, 2026, on February 7, 2026, the Company received notices of default and demand for payment (collectively, the “February Default Notices”) from the holders of (i) a promissory note dated March 18, 2024 in the original principal amount of $50,000, (ii) a promissory note dated April 16, 2025 in the original principal amount of $150,000, and (iii) a promissory note dated March 18, 2024 in the original principal amount of $50,000 (collectively, the “Extended Notes”).

In September 2025, the Company entered into loan extension agreements with respect to the Extended Notes pursuant to which the maturity dates were extended and installment payments were scheduled through December 31, 2025. Under the terms of the extension agreements, if payments were not made in accordance with the agreed schedule, interest accrues at a rate of 18% per annum deemed to have commenced on July 1, 2025. As of February 13, 2026, the amounts outstanding under the Extended Notes were $61,877 under the $50,000 note dated March 18, 2024, $169,837 under the $150,000 note dated April 16, 2025, and $61,877 under the $50,000 note dated March 18, 2024.

The Company has not entered into any written waiver or forbearance agreement with respect to the foregoing indebtedness and is in discussions with the respective holders regarding potential repayment arrangements; however, no assurance can be given that such discussions will result in a resolution.

CapitalRequirements and Going-Concern Considerations

Because of historical and expected operating losses and negative operating cash flows, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements. Management’s plans to address this uncertainty include pursuing additional debt and equity financings, strategic partnerships, and other capital-raising initiatives. However, there can be no assurance that such financing or other arrangements will be available on acceptable terms, or at all.

If the Company is unable to obtain additional capital when needed, it may be required to reduce or delay expenditures, curtail operations, delay or limit strategic initiatives, or pursue other strategic alternatives.

CashFlows

Comparison of the Years Ended October 31, 2025 to the Years Ended October 31, 2024.

	Years<br> Ended<br><br> October 31,
	2025			2024
Cash used in operating activities	$	(2,065,017	)	$	(1,560,375	)
Cash provided by (used in) investing activities	$	-		$	-
Cash provided by financing activities	$	1,520,770		$	1,607,592
Cash on hand (end of period)	$	7,305		$	551,552

Cash Flows from/used in Operating Activities

For the year ended October 31, 2025, net cash used in operating activities was $(2,065,017), compared to cash used in operating activities of $(1,560,375) for the year ended October 31, 2024.

Our operating cash flow results were affected by the aging and timing of certain working capital items. During the years ended October 31, 2025 and 2024, our negative operating cash flow was attributed mainly to our net loss, as described above.

During the year ended October 31, 2025, the Company reported $(2,065,017) of cash used in operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of $(4,030,471), decrease in lease obligations of $410,572, and an increase in prepaid expenses and other current assets. This was offset by decreases in right of use asset amortization of $393,016, increase in accrued compensation of $125,150, decrease in accounts receivable of $900,776, decrease in work in progress of $343,218, and an increase in accounts payable and accrued expenses of $133,497.

During the year ended October 31, 2024, the Company reported ($1,560,375) of cash used by operating activities. The Company’s negative operating cash flow was attributed mainly to a net loss of ($1,862,683), increased work in progress of $343,218, decrease in lease obligations of $340,543, and decrease in accounts payable of $223,330. This was offset by decreases in right of use asset amortization of $370,266, increase in accrued compensation of $205,224, and decrease in accounts receivable of $357,977.

Cash Flows used in Investing Activities

During the years ended October 31, 2025 and 2024, net cash used in investing activities was $0.

Cash Flows from/used in Financing Activities

During the year ended October 31, 2025, net cash provided by financing activities was $1,520,770, which included the incurrence of new debt proceeds amounting to $1,944,772, offset by repayments of debt totaling $424,002.

During the year ended October 31, 2024, net cash provided by financing activities was $1,607,592, which included $1,570,000 in net proceeds from incurrence of debt and merger recapitalization of $81,818, offset by repayments of debt totaling $44,226.

MaterialCash Commitments

The Company’s material future cash commitments, to be paid from cash flows from operations, are to repay its current debt obligations and payments under leases for its facilities. The Company does not have any material commitments for capital expenditures. The following table shows the material future commitments for the years ending October 31st:

	Leases		Debt		Total
2026	$	477,956	$	2,853,647	$	3,331,603
2027		283,626		260,000		543,626
2028		—		385,000		385,000
2029		—		—		—
Total	$	761,582	$	3,498,647	$	4,260,229

Off-Balance SheetArrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

CriticalAccounting Policies and Significant Judgments and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are described in more detail in the notes to our financial statements included elsewhere in this quarterly report, we believe that the following accounting policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

We believe our most critical accounting policies and estimates relate to the following:

●	Revenue<br> Recognition
●	Work<br> in Progress
---	---
●	Lease<br> Accounting
---	---

RevenueRecognition

Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.

Revenues from cost-plus and time and materials contracts are recognized with each invoice. For fixed price contracts including purchase orders with specific priced milestone deliveries, revenue is recognized upon invoicing for each milestone completed. Revenue on fixed price contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract. This method is used because management considers total costs to be the best available measure of progress on these contracts.

Workin Progress

Inventory consists of work in progress and consists of estimated revenue calculated on a percentage of completion based on direct labor and materials in relation to the total contract value. The Company does not maintain raw materials nor finished goods.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities — current, and operating lease liabilities — noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations.

ITEM

7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “Smaller Reporting Company,” the Company is not required to provide the information required by this Item.

ITEM

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

Helio

Corporation

Financial

Statements for the Years Ended October 31, 2025

Index

to the Consolidated Financial Statements

	Page No.

| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6920) | F-2 |

| Consolidated Balance Sheets as of October 31, 2025 and 2024 | F-3 |

| Consolidated Statements of Operations for the years ended October 31, 2025 and 2024 | F-4 |

| Consolidated Statements of Changes in Shareholders’ Deficit for the years ended October 31, 2025 and 2024 | F-5 |

| Consolidated Statements of Cash Flows for the years ended October 31, 2025 and 2024 | F-6 |

| Notes to Consolidated Financial Statements | F-7 |

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Helio Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Helio Corporation (the “Company”) as of October 31, 2025 and 2024, and the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for each of the years in the two-year period ended October 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2025 and 2024 and the results of its operations and its cash flows for the years in the two-year period ended October 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’sAbility to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1, the Company has incurred net losses and negative cash flow from operations. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Astra Audit & Advisory, LLC

We have served as the Company’s auditor since 2024.

Tampa, Florida
February 17th, 2026

F-2

HELIO

CORPORATION

CONSOLIDATED

BALANCE SHEETS

			October 31,
			2024
			(audited)
Assets
Current Assets:
Cash	7,305		$	551,552
Accounts<br> receivable, net	489,426			1,390,202
Work<br> in progress	-			343,218
Prepaid<br> expenses and other current assets	102,143			-
Total<br> Current Assets	598,874			2,284,972
Property<br> and equipment, net	64,726			87,389
Security<br> deposits	76,655			76,655
Right-of-use<br> assets, net	566,361			959,377
Total<br> Non-current Assets	707,742			1,123,421
TOTAL<br> ASSETS	1,306,616		$	3,408,393
Liabilities<br> and Shareholders’ Deficit
LIABILITIES
Current<br> Liabilities:
Accounts<br> payable and accrued expenses	273,936		$	140,439
Accrued<br> compensation	930,555			805,405
Notes<br> Payable - Related Parties	841,613			420,000
Notes<br> payable	1,737,034			200,000
Convertible notes payable, net of 77,202 in unamortized debt discount	197,798			-
Derivative<br> liability	39,543			-
Operating<br> lease obligations, current	477,956			503,124
Total<br> Current Liabilities	4,498,435			2,068,968
Notes<br> payable - Related Parties, less current portion	495,000			182,877
Notes<br> payable, less current portion	150,000			1,150,000
Operating<br> lease obligations	223,319			608,723
Total<br> Non-current Liabilities	868,319			1,941,600
Total<br> Liabilities	5,366,754			4,010,568
Commitments<br> and contingencies (Note 10)
Shareholders’<br> Deficit
Common stock, no par value, 100,000,000 shares authorized; 11,371,966 and 11,263,633 shares issued and outstanding as of October 31, 2025 and 2024, respectively	912,369			339,861
Accumulated<br> deficit	(4,972,507	)		(942,036	)
Total<br> Shareholders’ Deficit	(4,060,138	)		(602,175	)
Total<br> Liabilities and Shareholders’ Deficit	1,306,616		$	3,408,393

All values are in US Dollars.

F-3

HELIO

CORPORATION

CONSOLIDATED

STATEMENTS OF OPERATIONS

	For the Years Ended
	October<br> 31,			October<br> 31,
	2025			2024
Revenue:
Service<br> fees	$	2,461,831		$	4,766,079
Engineering<br> fees		345,840			1,593,475
Materials		1,068,122			531,669
Total<br> Revenue		3,875,793			6,891,223
Costs<br> of revenue		2,952,619			4,153,190
Gross<br> profit		923,174			2,738,033
Operating<br> expenses
General<br> and administrative expenses		2,933,534			2,799,805
Personnel<br> expenses		436,947			473,527
Facilities<br> expense		692,262			736,062
Professional<br> fees		462,592			359,077
Depreciation<br> expense		22,663			22,663
Right<br> of use amortization		73,930			92,054
Total<br> Operating Expenses		4,621,928			4,483,188
Operating<br> loss		(3,698,754	)		(1,745,155	)
Other<br> expense:
Interest<br> expense, net		(327,873	)		(89,178	)
Amortization<br> of debt discount		(8,188	)		-
Change<br> in fair value of derivative liability		4,344			-
Loss<br> on debt extinguishment		-			(28,350	)
Total<br> other expense, net		(331,717	)		(117,528	)
Net<br> loss before income taxes		(4,030,471	)		(1,862,683	)
Provision<br> for income taxes		-			-
Net<br> loss	$	(4,030,471	)	$	(1,862,683	)
Basic<br> and diluted net loss per share	$	(0.36	)	$	(0.17	)
Weighted<br> average shares outstanding – basic and diluted		11,291,510			11,263,633

F-4

HELIO

CORPORATION

CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)

FOR

THE YEARS ENDED OCTOBER 31, 2025 AND 2024

	No par-value
	Common<br> Stock					Accumulated
	Shares			Amount		Deficit			Totals
Balances as<br> of October 31, 2023 (as previously reported)		16,000,000		$	33,256	$	920,647		$	953,903
Conversion<br> of shares due to recapitalization*		(4,736,367	)		81,818		-			81,818
Balances at October 31,<br> 2023, effect of recapitalization		11,263,633			115,074		920,647			1,035,721
Stock-based<br> compensation		-			196,437		-			196,437
Loss<br> on debt extinguishment		-			28,350		-			28,350
Net<br> loss		-			-		(1,862,683	)		(1,862,683	)
Balances at October 31,<br> 2024		11,263,633			339,861		(942,036	)		(602,175	)
Stock-based<br> compensation		-			431,005		-			431,005
Common<br> stock issued for services		83,333			125,000		-			125,000
Common<br> stock issued with notes payable		25,000			16,503		-			16,503
Net<br> loss		-			-		(4,030,471	)		(4,030,471	)
Balances<br> at October 31, 2025		11,371,966		$	912,369	$	(4,972,507	)	$	(4,060,138	)

F-5

HELIO

CORPORATION

CONSOLIDATED

STATEMENTS OF CASH FLOWS

	For<br> the Years Ended<br> October 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net<br> loss	$	(4,030,471	)	$	(1,862,683	)
Adjustments<br> to reconcile net loss to net cash (used in) operating activities
Depreciation		22,663			22,663
Stock-based<br> compensation		431,005			196,437
Common<br> stock issued for services		125,000			-
Loss<br> on debt extinguishment		-			28,350
Amortization<br> of debt discount		8,188			-
Right<br> of use asset amortization		393,016			370,266
Change<br> in fair value of derivative liability		(4,344	)		-
Changes<br> in assets and liabilities
Accounts<br> receivable		900,776			357,977
Prepaid<br> expenses and other current assets		(102,143	)		28,482
Work<br> in progress		343,218			(343,218	)
Accounts<br> payable and accrued expenses		133,497			(223,330	)
Accrued<br> compensation		125,150			205,224
Operating<br> lease obligations		(410,572	)		(340,543	)
Net<br> cash used in operating activities		(2,065,017	)		(1,560,375	)
CASH FLOWS FROM FINANCING<br> ACTIVITIES
Proceeds<br> from notes payable		887,304			1,400,000
Proceeds<br> from notes payable - related parties		857,468			170,000
Proceeds<br> from convertible notes payable		200,000			-
Repayment<br> of notes payable		(289,502	)		-
Repayment<br> of notes payable - related parties		(134,500	)		(44,226	)
Recapitalization		-			81,818
Net<br> cash provided by financing activities		1,520,770			1,607,592
NET (DECREASE) INCREASE<br> IN CASH		(544,247	)		47,217
CASH - BEGINNING<br> OF PERIOD		551,552			504,335
CASH - END OF PERIOD	$	7,305		$	551,552
CASH PAID DURING THE PERIOD<br> FOR:
Interest	$	221,880		$	28,157
Income<br> taxes	$	-		$	3,985

F-6

HELIO

CORPORATION

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

October

31, 2025

NOTE

1: BUSINESS

Helio Corporation (the “Company” or “Helio”) is an aerospace technology, engineering, and research and development (R&D) holding company serving commercial, government, and non-profit organizations. Heliospace Corporation (“Heliospace”), the Company’s wholly-owned subsidiary, is an aerospace company specializing in the design, engineering, assembly and test of space flight qualified hardware, providing systems engineering, modeling, analysis, integration and test services for space missions. Heliospace was incorporated on March 6, 2018 in Delaware. The Company’s products include aerospace related hardware, systems, and services for customers such as NASA, universities, and private space companies. The customer base ranges from NASA and foreign space agencies to private companies, foundations, universities, and non-profits.

Heliospace designs, fabricates, assembles and tests space qualified hardware, including radar antennas for the NASA Europa Clipper mission, antennas for the SunRISE CubeSat constellation, and deployable systems and sensors for numerous lunar landers and the Mars Sample Return program. Heliospace also provides systems engineering, integration and test, and mission formulation services, including support for the design, testing, and launch of the James Webb Space Telescope, formulation and design of the Roman Space Telescope, Habworlds Observatory, Mars Sample Return, and the Atmospheric Observing System.

Change-in-controlTransaction

On October 3, 2022, Helio was incorporated in Florida, under the name Stirling Bridge Group, Inc. In May of 2023, the Company changed its name to Web3 Corporation. In January 2024, the Company acquired 100% of Heliospace’s common stock shares in exchange for 9,795,733 newly issued Common Stock Shares of the Company (the “Share Exchange”), and changed its name from Web3 Corporation to the Helio Corporation. The Company’s principal executive offices are located at 2448 Sixth Street, Berkeley, CA 94710. The transaction was accounted for as a recapitalization of Heliospace as Heliospace was deemed the accounting acquirer. The historical financial statements are that of Heliospace; therefore the pre-transaction financial statements are that of Heliospace. The transaction was effective on January 4, 2024 and combines the financial statements from the transaction date forward.

Liquidity

The Company has historically funded its working capital, research and development and capital expenditure requirements and other commitments (including debt service and repayment) from its operating cash flows, debt financing, and issuances of equity. The Company has historically experienced negative cash flows from operations and recurring net losses.

In May and June 2025, the Company entered into an additional note payable agreement and a Receivables Sale Agreement to obtain additional funding (see Note 5). Additional financing or capital investment will be necessary to sustain operations for one year from the issuance of these consolidated financial statements.

The Company is currently engaged in negotiations with prospective lenders regarding potential bridge financing arrangements, and potential investors for the purchase of convertible notes or equity investments. These discussions are ongoing, and there can be no assurance that the Company will enter into definitive agreements or that any such financing will be completed on favorable terms or at all.

If completed, the Company expects to use the net proceeds from investments and bridge financing to repay certain outstanding promissory notes and to support key operational initiatives. These include investments in research and development, expansion of sales, marketing, and business development activities, facility and infrastructure enhancements, manufacturing improvements, and other general corporate purposes, including working capital and upgrades to the Company’s financial and contract management systems.

The Company will need to raise substantial additional capital to accomplish its business plan for the foreseeable future. There can be no assurance as to the availability, if any, or terms upon which such financing and capital might be available in the future. As of October 31, 2025, the Company had cash and cash equivalents of $7,305, a decrease of $544,247 from $551,552 as of October 31, 2024.

The Company has outstanding unsecured notes to certain related parties with an aggregate outstanding principal balance of $1,336,613 as of October 31, 2025, the proceeds of which were used to meet working capital and cash flow management needs. The notes bear interest at between 6.5% and 11.25% per annum. $841,613 of these notes mature in the 2026 fiscal year, and the remaining $495,000 mature in the 2027 or 2028 fiscal years. Note that the terms of these related party transactions are not necessarily indicative of what third parties would agree to.

F-7

As of October 31, 2025, the Company has outstanding debt from unrelated parties pursuant to notes payable in the aggregate principal amount of $2,162,033. These notes bear interest at 9.75% and 50.00% and mature within the next two fiscal years. Certain of these notes were initially convertible but were amended to eliminate the conversion features in consideration of the issuance by the Company and/or the transfer by certain shareholders of shares of the Company’s common stock (See Note 5). Interest on these notes either accrues or is paid quarterly or at maturity along with principal, as specifically described in the note. Upon the occurrence and during the continuance of any default by the Company under any of the above notes, which default is not cured within fifteen (15) days following written notice of such default from the payee, the payee may declare the entire unpaid principal and unpaid interest immediately due and payable. Certain of these notes are secured by the Company’s accounts receivable, and by shares of common stock pledged by one of the Company’s shareholders. In addition, certain of these notes become due, and the payees under certain of these notes have the right to accelerate their notes, upon the completion of an offering.

Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements. The consolidated financial statements have been prepared under the going concern basis of accounting. These consolidated financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.

NOTE

2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation and Consolidation

The accompanying consolidated financial statements, which include the accounts of and its wholly owned subsidiary, HelioSpace, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements present the financial position, results of operations, and cash flows of the Company for the years ended October 31, 2025 and 2024. The consolidated financial statements have been prepared on the accrual basis of accounting and are presented in U.S. dollars. The Company’s fiscal year ends on October 31.

Reclassification

In the preparation of the consolidated financial statements, the Company identified a $50,000 amount previously classified as Notes payable was more appropriately classified as Notes payable – related parties within the consolidated balance sheet as of October 31, 2024. Upon evaluation, the Company determined that the impact of this reclassification was immaterial to the consolidated financial statements taken as a whole. The reclassification is reflected within the October 31, 2024 balances presented in the accompanying consolidated balance sheets, and was made to enhance comparability and transparency of the financial statements.

Cashand Cash Equivalents

For the purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments purchased with a maturity of three (3) months or less to be cash equivalents. The Company has no cash equivalents as of October 31, 2025 and 2024.

Cash accounts are insured at the Federal Deposit Insurance Corporation limits of $250,000 per bank. At times throughout the year, such bank balances may have exceeded the federally insured limit. As of October 31, 2025, there were no bank balances in excess of the federally insured limit.

WorkIn Progress

Work In Progress (WIP) tracks the costs incurred of a specific job that has not reached a certain milestone achievement. This is the computed value of work performed to advance milestone(s) that have not yet been billed and is used to track total job cost (billed and unbilled). Revenue of WIP is only recognized for specific milestones that are distinct contractual performance obligations that provide identifiable benefits to the customer independently of other project phases.

F-8

AccountsReceivable, net

Accounts receivables are recorded at the amount the Company expects to collect on the balance outstanding at period-end. Management closely monitors outstanding balances during the year and allocates an allowance account if appropriate. The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables and contract assets. The Company considers historical collection rates, the current financial status of its customers, macroeconomic factors, and other industry-specific factors when evaluating for current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, the Company believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments. Based on this analysis, the Company has determined that no allowance for credit losses is necessary for the current or prior reporting periods.

As of October 31, 2025 and 2024, there was no amount recorded relating to the allowance for credit losses. The Company writes off bad debts as they occur during the year, if applicable. Accounts receivable as of October 31, 2025 and 2024 was $489,426 and $1,390,202, respectively.

Propertyand Equipment, net

Property and equipment is stated at cost. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in the consolidated statements of operations during the period in which the disposal occurred. The Company computes depreciation utilizing estimated useful lives, as stated below:

Property and Equipment, net Categories	Estimated<br> Useful Life

| Furniture and equipment | 10 Years |

Management regularly reviews property and equipment for possible impairment. This review occurs annually or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Based on management’s assessment, there were no indicators of impairment of the Company’s property and equipment as of October 31, 2025 or 2024, respectively.

Useof Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.. Accordingly, actual results could differ from those estimates.

FairValue Measurements

Accounting Standards Codification (“ASC”) 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosure about fair value measurements.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable:

Level 1 —	fair<br> value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities);
Level 2 —	fair<br> value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the<br> asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 —	fair<br> value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based<br> on observable market data (unobservable inputs).

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management for the respective periods. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, short-term notes payable, accounts payable and accrued expenses. The carrying value of long-term debt approximates fair value, as the variable interest rates approximate current market rates.

The following table represents the Company’s assets and liabilities by level measured at fair value on a recurring basis at October 31, 2025 and 2024.

	October<br> 31, 2025						October<br> 31, 2023
Description	Level<br> 1		Level<br> 2		Level<br> 3		Level<br> 1		Level<br> 2		Level<br> 3
Liabilities
Derivative liability	$	—		—	$	39,543	$	—		—		—

F-9

RevenueRecognition

The Company records revenue based on a five-step model in accordance with the Financial Accounting Standards Board (“FASB”) ASC 606, Revenue from Contracts with Customers, which requires the following:

1.	Identify<br> the contract with a customer.
2.	Identify<br> the performance obligations in the contract.
---	---
3.	Determine<br> the transaction price of the contract.
---	---
4.	Allocate<br> the transaction price to the performance obligations in the contract.
---	---
5.	Recognize<br> revenue when the performance obligations are met or delivered.
---	---

The Company’s operating revenues are primarily generated from service fees, engineering fees, and materials fees. The Company uses two different types of contracts which are deliverable based or time based. The Company recognizes revenue related to services when performance obligations are fulfilled.

Design service contracts deliver system engineering inputs including designs, analyses, test and verification plans, and mission formulation architectures on a continual basis over the course of a contract. Customer work is based on distinct identifiable contracts with clear performance obligations, objectives, and pricing. Service revenue contract types are either Time & Materials (T&M) or Purchase Order (PO) contracts. Time & Materials contracts meet performance obligations continuously and are billed with revenue recognized at each invoice. PO contracts are billed at fulfillment of a performance obligation based on the customer agreements, and thus revenue is recognized when earned.

Engineering services deliver both space qualified hardware and accompanying analyses, and are conducted under Cost-type, Fixed price, PO, and T&M contracts. Cost-type and T&M Engineering contracts are billed monthly as work is completed and revenue is recognized. Revenue for fixed price contracts including purchase orders that specify priced milestones for delivery of hardware, reports, or analyses is recognized upon completion of a specific milestone. Revenue on fixed price contracts that are still in progress at month end are otherwise recognized on the percentage-of-completion method, measured by the percentage of total costs incurred to date to the estimated total costs for each contract.

IncomeTaxes

The Company accounts for income taxes under the provisions of ASC 740 Accounting for Income Taxes, which requires a company to first determine whether it is more likely than not (which is defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more likely than not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.

Deferred income taxes are recognized for the tax consequences related to temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax purposes at each year end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred income taxes are also recognized for carry-forward losses which can be utilized to offset future taxable income. A valuation allowance is recognized when, based on the weight of all available evidence, it is considered more likely than not that all, or some portion, of the net deferred tax assets will not be realized. The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and cause a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation is reflected in current income. Income tax expense is comprised of the sum of current income tax plus the change in deferred tax assets and liabilities.

Earnings(loss) Per Share

Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of outstanding common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of October 31, 2025 and 2024, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive.

F-10

	October<br> 31,
	2025		2024
Stock options		1,750,971		1,422,307
Convertible<br> notes payable		393,717		-
Total<br> common stock equivalents		2,144,688		1,422,307

Leases

The Company accounts for leases based on ASC Topic 842, Leases. Based on this standard, the Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use asset, current operating lease obligations, and operating lease obligations, in the Company’s consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of long-term debt, net and long-term debt, less current portion, and debt issuance costs in the Company’s consolidated balance sheets.

As permitted under Accounting Standards Updated (“ASU”) 2016-02 Leases (Topic 842) the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term leases (leases with a lease term 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.

Researchand Development

Research and development costs are expensed as incurred. These costs include, but are not limited to, employee related expenses, including salaries, benefits and stock-based compensation of research and development personnel, supplies; facilities, depreciation and other expenses, which include direct and allocated expenses for rent, utilities and insurance. During the years ended October 31, 2025 and 2024, the company recorded $215,088 and $325,381 in research and development costs, respectively, which is categorized in the general and administrative expense section of the consolidated statements of operations.

Stockbased-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718, Stock Compensation. The computation of the expense associated with stock-based compensation requires the use of a valuation model. The Company currently obtains valuation reports according to FASB ASC Topic 718 — Stock Compensation (“ASC 718”). Equity-based compensation consists solely of stock option awards, including Incentivized Stock Options (ISOs) and Non-Qualified Stock Options (NSOs), whose exercise prices are determined by the 409A valuation reports. Compensation expense is recognized ratably over the vesting period as the employee provides services. See Note 8 – Stock Options for additional information.

BenefitPlan

From November 1, 2024 through July 31, 2025 the Company offered a 401(k) plan, in which employees were eligible to participate in the plan on the first day of the month following the date of hire. Under the plan employees may defer up to $23,500 for 2025 and $23,000 for 2024. The Company was required to contribute on behalf of each eligible participating employee, matching 100% of the participants deferral not to exceed 4% of employee compensation. Employees will share in the matching contribution regardless of the amount of service completed during the plan year. Employees will become 100% vested in the employer matching contributions after six years of service. Subsequent to July 31^st^ 2025 the company separated from its payroll and benefits provider, temporarily taking these functions in-house. In the year ended October 31, 2025, the benefit contribution was $246,737. In the year ended October 31, 2024, the benefit contribution was $271,402. Benefit contributions are included within general and administrative expenses in the consolidated statements of operations.

F-11

SubsequentEvents

The Company evaluates events and transactions that occur after the consolidated balance sheet date through the date the consolidated financial statements are issued or available for issuance, to determine whether they should be recognized or disclosed in the consolidated financial statements.

RecentlyIssued Accounting Pronouncements

The Company does not believe that there are any new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE

3: PROPERTY AND EQUIPMENT

The major classifications of property and equipment are summarized as follows:

	October<br> 31,<br><br> 2025			October 31, 2024
Property and equipment	$	465,091		$	465,091
Less accumulated<br> depreciation		(400,365	)		(377,702	)
Property and equipment,<br> net	$	64,726		$	87,389

Depreciation expense for each of the years ended October 31, 2025 and 2024 was $22,663.

NOTE

4: NOTES PAYABLE – RELATED PARTIES

Between April 2022 and September 2025, certain related parties, including the Company’s Chief Executive Officer and Director and its Chief Engineer and Director, made various loans to the Company. The balance at October 31, 2025 and October 31, 2024 was $1,336,613 and $602,877, respectively. The loans’ terms are between 5 and 36 months and are classified as current and non-current liabilities on the consolidated balance sheets with 6.50% to 11.25% interest per annum. All unpaid principal, accrued interest, and other amounts owing under the above notes are paid at maturity. These notes are collateralized with the Company receivables and other assets.

Included within the notes payable – related parties balance is a convertible note agreement entered on March 18, 2024 for $50,000. The convertible note was scheduled to mature on March 18, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. On October 31, 2024, the Company amended the agreement with the holder of the note to change its maturity to the earlier of the date that the Company lists its securities on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $4,895 and $203 for the years ended October 31, 2025 and 2024, respectively. Accrued interest as of October 31, 2025 and 2024 is $5,098 and $203, respectively, which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note has recently been extended to December 31, 2025. However, the note is considered in default as of the date of this report. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note.

F-12

On April 16, 2025, the Company issued an unsecured promissory note in the principal amount of $150,000 to Indicia Capital, LLC. The note bears interest at a rate of 9.75% per annum and matures on the earlier of (i) 180 days from the date of issuance or (ii) the date the Company receives at least $1,000,000 in new financing. In connection with the issuance of the note, the Chief Executive Officer and Director transferred 15,000 shares of the Company’s common stock to Indicia Capital as additional consideration to enter the loan. James Byrd, who serves as a co-manager and holds a 50% membership interest in Indicia Capital, was the original organizer of the Company by virtue of having founded the Company in October 2022. Accordingly, the transaction is considered a related party transaction. The loan incurred interest expense of $7,934 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $7,934, which was accrued on the consolidated balance sheet as of October 31, 2025 within the Accounts payable and accrued expenses line item.

	October 31, 2025		October 31, 2024
Notes payable – related<br> parties, current portion	$	841,613	$	420,000
Notes payable – related<br> parties, non-current portion		495,000		182,877
Total notes payable<br> – related parties	$	1,336,613	$	602,877

The aggregate maturity on the notes payable – related parties as of October 31, 2025, are as follows:

On Demand	$	558,736
2026		282,877
2027		110,000
2028		385,000
		1,336,613
Less current portion		(841,613	)
Notes payable – related<br> parties, non-current portion	$	495,000

NOTE

5: NOTES PAYABLE

On March 12, 2024, the Company executed a note payable agreement for $150,000. The note originally matured on March 12, 2025 and carries an interest rate of 12% per annum. On April 25, 2025, the Company executed an extension of the maturity date until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note has recently been extended to December 31, 2025. However, the note is considered in default as of the date of this report. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $18,074 for the year ended October 31, 2025. The loan incurred interest expense of $10,500 for the year ended October 31, 2024. Accrued interest as of October 31, 2025 and October 31, 2024 is $29,456 and $10,500, respectively, which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item.

On June 20, 2024, the Company executed a convertible note payable agreement for $450,000 with a venture capital fund. The convertible note matures on June 20, 2026 and carries an interest rate of 9.75% per annum. The principal and prior accrued interest of the note were convertible into shares of the Company’s common stock at $2.00 per share. On October 7, 2024, $50,000 of the note payable was assigned to an unrelated holder, which became the note entered into on March 19, 2024 described in Note 4. On October 31, 2024, the Company amended the agreement with the holder of the $50,000 note to change its maturity to the earlier of the Company listing on a national stock exchange or March 31, 2025 and eliminated the conversion feature of the note. On October 17, 2024, the Company amended the agreement with the holder of the $400,000 note, which eliminated the conversion feature and advanced the date of the loan to November 5, 2025. Interest on the notes is paid quarterly or accrued and is to be repaid at maturity along with principal, as specifically described in the notes. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $8,100 on the consolidated statements of operations for the year ended October 31, 2024. The $400,000 loans incurred $39,160 and $16,250 of interest expense for the years ended October 31, 2025 and 2024, respectively. Accrued interest as of October 31, 2025 and 2024 is $3,312 and $16,250, which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item. The $50,000 loan incurred $4,895 and $4,875 of interest expense for the years ended October 31, 2025 and 2024, respectively. Accrued interest as of October 31, 2025 and 2024 is $7,900 and $4,875 which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item. On April 25, 2025, the Company executed a loan amendment for an extension of the maturity date of the $50,000 portion of the note payable until the earlier of the date the Company is able to achieve a listing on a national stock exchange or June 30, 2025. The note has recently been extended to December 31, 2025. However, the note is considered in default as of the date of this report. The terms of the amended note were not substantially different than the original and therefore did not result in an extinguishment of the original note. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of $400,000 of the above notes with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

F-13

On July 31, 2024, the Company issued a convertible note payable agreement for $250,000. The convertible note matures on October 31, 2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at a price per share equal to a 30% discount per share of the final per-share price of a planned public offering. Subsequent to the issuance of the convertible note the Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, increased the principal of the note to $500,000, and extended the maturity date of the loan to November 5, 2025. Interest on the note either is paid quarterly or accrues and is paid at maturity along with principal, as specifically described in the note. Due to the elimination of the conversion feature the Company accounted for the amendment as a significant change resulting in an extinguishment of debt and recorded a loss of $15,750 on the consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest expense of $47,856 for the year ended October 31, 2025. The loan incurred interest expense of $7,786 for the year ended October 31, 2024. Accrued interest as of October 31, 2025 and 2024 is $3,602 and $7,786, respectively, which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item. During the year ended October 31, 2025, the Company repaid $65,000 in principal and $52,780 in interest. On July 2, 2025, the Company entered into separate Stockholder Pledge Agreement with the holder of the above note with the Company’s former director and executive officer and Chief Operating Officer to secure the Company’s obligations. Pursuant to the Pledge Agreements, each Pledgor pledged 1,000,000 shares of the Company’s common stock as collateral. The Pledge Agreements require the pledged shares to maintain a collateral coverage ratio equal to 400% of the outstanding principal amount of the Notes, based on a $4.00 per share valuation. If the Secured Party delivers a collateral call notice due to a decline in the value of the pledged shares or a dilution event, the Pledgors or the Company are required to provide additional shares. Failure to do so may constitute an event of default under the Notes.

On July 31, 2024, the Company executed a convertible note payable agreement for $250,000. The convertible note matures on May 1, 2025 and carries an interest rate of 13% per annum. The principal and prior accrued interest of the note was convertible into shares of the Company’s common stock at $2.00 per share. The Company may not prepay the note within the first 180 days of the note date. Subsequent to the issuance of the convertible note the Company amended the agreement with the holder which eliminated the conversion feature, changed the interest rate to 9.75% per annum, and extended the maturity date of the loan to November 5, 2025. Interest on the note either accrues or is paid quarterly or at maturity along with principal, as specifically described in the note. The Company accounted for the amendment as an extinguishment of debt and recorded a loss of $4,500 on the consolidated statements of operations for the year ended October 31, 2024. The loan incurred interest expense of $24,475 the year ended October 31, 2025. The loan incurred interest expense of $7,786 the year ended October 31, 2024. Accrued interest as of October 31, 2025 and October 31, 2024 is $2,070 and $7,786, respectively, which was accrued on the consolidated balance sheets within the Accounts payable and accrued expenses line item. During the year ended October 31, 2025, the Company repaid $29,539 in interest.

On January 9, 2025, the Company executed a note payable agreement for $50,000. The note matures on January 9, 2027 and carries an interest rate of 9.75% per annum. The Company may not prepay the note within the first 180 days of the note date. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $4,895 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $3,951, which was accrued on the consolidated balance sheet as of October 31, 2025 within the Accounts payable and accrued expenses line item.

On February 3, 2025, the Company executed a note payable agreement for $100,000. The note matures on February 9, 2027 and carries an interest rate of 9.75% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. The loan incurred interest expense of $7,353 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $7,246, which was accrued on the consolidated balance sheet as of October 31, 2025 within the Accounts payable and accrued expenses line item.

On May 19, 2025, the Company obtained a short-term loan, which totaled $ 250,000, from a single lender to fund operations. This loan included origination fees totaling $ 7,500 for net proceeds of $ 242,500. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 52 weeks. The Company is expected to repay an aggregate of $311,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $40,516 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $13,535.

On June 8, 2025, the Company entered into a Receivables Sale Agreement pursuant to which the Company sold receivables totaling $192,000 to a third party for $150,000 from which fees of $2,000 were deducted for net proceeds of $148,000. The purchasers right to receive remittances under this agreement is contingent upon the Company’s receipt of the receivables. The expected repayment is approximately $3,700 based on 3.27% of the Company estimated sales revenue. The estimated term is 1 year. The agreement is guaranteed by certain officers and directors of the Company. The loan incurred interest expense of $16,154 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $0.

F-14

On September 30, 2025, the Company obtained a short-term loan, which totaled $ 80,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 24 weeks. The Company is expected to repay an aggregate of $120,000 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates. The loan incurred interest expense of $6,667 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $1,667. The Company evaluated the Receivables Sale Agreement to determine if it meets the definition of a contract liability under ASC 606 or if it meets the definition of debt under ASC 470, Debt. The contract meets the definition of debt as there is no obligation to perform services and the instrument is to be repaid with cash.

	October<br> 31,<br> 2025		October 31,<br><br> 2024
Notes payable, current	$	1,737,034	$	200,000
Notes payable, less<br> current portion		150,000		1,150,000
Total notes payable	$	1,887,034	$	1,350,000

The aggregate maturity on the notes payable as of October 31, 2025, are as follows:

2026	$	1,737,034
2027		150,000
		1,887,034
Less current portion		(1,737,034	)
Notes payable, non-current<br> portion	$	150,000

F-15

NOTE

6: CONVERTIBLE NOTES PAYABLE

On August 26, 2025, the Company executed a note payable agreement for $275,000 from which $75,000 in fees were deducted for net proceeds of $200,000. The note matures on August 26, 2026 and carries an interest rate of 10% per annum. Interest on the note accrues and is paid at maturity along with principal, as specifically described in the note. In addition, the Company issued 25,000 unregistered shares of its common stock (the “Commitment Shares”), to the Buyer as additional consideration. The Note is convertible, upon certain events of default or missed payments, into shares of the Company’s common stock at a price equal to 90% of the lowest closing price during the 10 trading days prior to conversion, subject to adjustment. Conversions are further limited by a beneficial ownership cap of 4.99% (which the Buyer may adjust up to 9.99% with 61 days’ notice). The loan incurred interest expense of $4,973 for the year ended October 31, 2025. Accrued interest as of October 31, 2025 is $4,973, which was accrued on the consolidated balance sheet as of October 31, 2025 within the Accounts payable and accrued expenses line item. During the year ended October 31, 2025, the Company recorded $8,188 in debt discount amortization related to the note. As of October 31, 2025, the carrying value of the note amounted to $197,798, which is $275,000 less $77,202 in unamortized discount.

NOTE

7 – DERIVATIVE FINANCIAL INSTRUMENTS

Embeddedderivatives

The Company’s convertible promissory note dated August 26, 2025 gave rise to derivative financial instruments. The notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of October 31, 2025 and the amounts that were reflected in income related to derivatives for the period ended:

	October<br> 31, 2025
The financings giving rise to derivative financial instruments	Indexed<br><br> Shares		Fair<br><br> Values
Embedded<br> derivatives		393,717	$	39,543
Total		393,717	$	39,543

The following table summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended October 31, 2025 and 2024:

	For<br> the Years Ended
	October<br> 31,<br><br> 2025		October<br> 31,<br><br> 2024
Embedded derivatives	$	4,344	$	-
Loss on issuance<br> of derivative		-		-
Total gain (loss)	$	4,344	$	-

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. The Company has selected the Monte Carlo Simulation Model, which approximates the Monte Carlo Simulations, valuation technique to fair value the embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulation Model technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators. For instruments in which the time to expiration has expired, the Company has utilized the intrinsic value as the fair value. The intrinsic value is the difference between the quoted market price on the valuation date and the applicable conversion price.

Significant range of inputs and results arising from the Monte Carlo Simulation process are as follows for the embedded derivatives that have been bifurcated from the convertible notes and classified in liabilities:

****	****	Inception Date	****	****	Period Ended	****
****	****	August 26, 2025 Note	****	****	October 31, 2025	****
Underlying<br> price on valuation date	$	0.79 - 1.03		$	0.79 - 1.03
Effective contractual conversion<br> rates	$	0.68 - 0.88		$	0.68 - 0.88
Contractual term to maturity		0.50 - 1.00 years			0.32 - 0.82 years
Market volatility:
Volatility		24.69 - 26.90	%		20.23 - 25.29	%
Risk-adjusted interest<br> rate		3.85 - 4.06	%		3.70 - 3.89	%

F-16

The following table reflects the issuances of embedded derivatives and changes in fair value inputs and assumptions related to the embedded derivatives as of October 31, 2025 and 2024.

	October<br> 31,<br><br> 2025			October<br> 31,<br><br> 2024
Balances at beginning of period	$	-		$	-
Issuances:
Embedded<br> derivatives		43,887			-
Gain on extinguishment<br> of debt		-			-
Changes<br> in fair value inputs and assumptions reflected in income		(4,344	)		-
Balances at end of<br> period	$	39,543		$	-

NOTE

8: STOCK OPTIONS

The 2018 Equity Incentive Plan was approved by the Board of Directors on July 1, 2018 and the Company amended the equity plan on December 17, 2023. In conjunction with the recapitalization and effective January 3, 2024, the Company adopted the Heliospace 2018 Equity Plan as the Company’s Plan (“Equity Plan”). On August 19, 2025, the Company adopted the Helio Corporation 2025 Equity Incentive Plan (the “2025 Plan”), which was also approved by the Company’s stockholders on August 19, 2025. The 2025 Plan is intended to assist the Company in recruiting and retaining employees, officers, directors, and consultants, and to provide incentives tied to increases in the value of the Company’s equity. Unless terminated earlier by the Board, the 2025 Plan will terminate on August 19, 2035, and no awards may be granted after that date.

The Equity Plan limits the shares of common stock authorized to be awarded as stock awards to 2,382,352 shares as of October 31, 2025 and October 31, 2024, respectively. Employees are provided stock options vesting over a period of four years with a one-year cliff. After one year, 25% of the award size vests followed by 1/48^th^ of the award size for each month thereafter. On a case-by-case basis, options have been granted outright with no vest period.

Due to the change-in-control transaction described in Note 1, there was a recapitalization for which the Company’s stock options were adjusted for the new capital structure. The Company adjusted each of the granted options a 0.612 factor.

During the years ended October 31, 2025 and 2024, there were 478,340 and 239,990 stock options granted, respectively.

The grant date fair value was calculated using the Black-Scholes option pricing model using the following weighted average inputs:

Risk free interest rate	3.88	%
Expected term (years)	4.63
Expected volatility	60.10	%
Expected dividends	0.00	%

F-17

	Number of<br> Shares			Weighted Average Exercise Price ()	Weighted<br> Average<br> Remaining<br> Term<br> (Years)		Aggregate<br> Intrinsic<br> Value
Balance as of October 31, 2023		2,004,135				7.56	$	140,289

| Recapitalization of options | | (777,241 | ) | | | - | | - | |

| Issued | | 239,990 | | | | 4.15 | | 1,163,951 | |

| Canceled | | (44,577 | ) | | | - | | (219,319 | ) |

| Exercised | | - | | | | - | | - | |

| Balance as of October 31, 2024 | | 1,422,307 | | | | 7.27 | $ | 6,980,951 | |

| Issued | | 328,644 | | | | 10.00 | | - | |

| Canceled | | - | | | | - | | - | |

| Exercised | | - | | | | - | | - | |

| Balance as of October 31, 2025 | | 1,750,971 | | | | 6.73 | $ | 438,197 | |

| Exercisable as of October 31, 2025 | | 1,599,619 | | | | 6.64 | $ | 395,743 | |

All values are in US Dollars.

Stock-based compensation from stock awards for the year ended October 31, 2025 and 2024 was $431,005 and $196,437, respectively. As of October 31, 2025 and 2024, there remained $110,981 and $272,482 of unrecognized stock-based compensation from stock option awards, respectively. As of October 31, 2025, there were 1,599,619 shares of common stock related to stock option grants that were vested and 151,352 stock option grants that were unvested. As of October 31, 2024, there were 1,105,507 shares of common stock related to stock option grants that were vested and 316,800 stock option grants that were unvested.

The fair value of the stock was determined using observable inputs (level 2 fair value measurement) with a market approach technique. The main input for the common stock fair value was the price of the Company’s common stock as of the date of the grant.

F-18

NOTE

9: LEASES

The Company leases its office and manufacturing facility with both classified as operating leases. The Company recognized right of use assets and lease liabilities pursuant to these leases. Leases with an initial term of 12 months or less or leases that are immaterial are not included on the consolidated balance sheets. The lease liability was calculated at the commencement date of each lease by discounting the future payments using the Company’s incremental borrowing rate of 10%.

In addition, the Company is a lessee under four leases with an initial term of 12 months or less. These leases combine for approximately $47,000 and $126,000 of lease expense for the years ending October 31, 2025 and 2024, respectively.

The lease for the manufacturing facility commenced on June 1, 2022 and has a term of five years. For the first year the monthly lease payments were $36,000. The monthly lease payments are subject to an annual increase of 3%.

The office lease commenced on September 1, 2023 and has a term of two years. The rent is fixed at $3,909 for the term of the lease. This lease expired on August 1, 2025 and was not renewed.

Right-of-use asset is summarized below:

	October<br> 31,<br><br> 2025			October<br> 31,<br><br> 2024
Office lease	$	1,788,571		$	1,873,282
Less: accumulated<br> amortization		(1,222,210	)		(913,905	)
Right-of-use asset,<br> net	$	566,361		$	959,377

Operating lease liability is summarized below:

	October<br> 31,<br> 2025			October<br> 31,<br> 2024
Office lease	$	701,275		$	1,111,847
Less: current portion		(477,956	)		(503,124	)
Long term portion	$	223,319		$	608,723

Future minimum lease payments required under operating leases on an undiscounted cash flow basis as of October 31, 2025 were as follows:

2026	$	477,956
2027		283,626
Total future minimum lease payments	$	761,582
Less imputed interest		(60,307	)
Total operating lease<br> liability	$	701,275

The Company recognized rent expense pursuant to these leases on the straight-line basis in accordance with the guidance in ASC 842. The Company recognized rent expense of $393,016 and $400,075 for the years ended October 31, 2025 and 2024, related to these leases, which is included within facilities expense on the consolidated statements of operations.

NOTE

10: COMMITMENTS AND CONTINGENCIES

LegalProceedings

The Company is not presently a party to any legal proceedings, the resolution of which the Company believes would have a material adverse effect on its business, financial condition, operating results, or cash flows. However, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on its business, financial position, results of operations, and/or cash flows.

F-19

NOTE

11: INCOME TAXES

There was no income tax expense reflected in the results of operations for the years ended October 31, 2025 and 2024, because the Company carried forward net losses for tax purposes.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the years ended October 31, 2025 and 2024:


Federal income taxes at statutory<br> rate	21.00	%	21.00	%
State income taxes at statutory rate	7.12	%	9.76	%
Change in valuation allowance	(26.62	)%	(26.62	)%
Other	(1.51	)%	(1.51	)%
Totals	-		-	%

Deferred tax assets as of October 31, 2025 and October 31, 2024 consist of the following components:

	October<br> 31, <br> 2025			October<br> 31, <br> 2024
Deferred tax assets	$	-		$	-
Net operating<br> loss carryforwards		1,405,286			520,874
Stock based compensation		175,581			54,970
ROU Liabilities		36,877			(159,339	)
Other		210			210
Total deferred tax asset	$	1,617,954		$	416,715
Valuation<br> allowance		(1,605,655	)		(613,609	)
Deferred tax assets,<br> net	$	12,299
Deferred tax liabilities				$	(196,894	)
ROU Assets		(1,527	)		214,006
Depreciation		(10,772	)		(17,113	)
Net deferred tax<br> assets	$	-		$	-

The Company has net operating loss carry forwards available to offset future taxable income. Current tax laws limit the Company’s ability to utilize these carryforwards. Because the Company’s realization of the deferred tax assets is not certain, the Company fully offset the deferred tax assets resulting from these carryforwards with a valuation allowance. The Company has approximately $1,180,000 of federal and state net operating loss carrying forwards to offset future federal taxable income as of October 31, 2025.

The Company recognizes uncertain tax positions taken when filing its tax returns if it is more likely than not that the tax authorities will not uphold the position based on current tax law. As of October 31, 2025, the company has not identified any uncertain tax positions.

F-20

NOTE

12: CLIENT CONCENTRATIONS

Four customers accounted for 98% of the Company’s outstanding receivables on October 31, 2025 and four customers accounted for 90% of the Company’s outstanding receivables on October 31, 2024. The table below summarizes the accounts receivable concentrations by customer as of October 31, 2025, and October 31, 2024:

	Accounts<br> Receivable<br><br> Concentration
	October 31,			October 31
Company	2025			2024
A	45		%	27		%
B		31	%		23	%
C		17	%		21	%
D		6	%		20	%
		98	%		90	%

For the years ended October 31, 2025 and 2024, the Company’s revenue was concentrated amongst eleven and eight customers, respectively. For the years ended October 31, 2025, 75% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 25% of revenue from private customers. For the years ended October 31, 2024, 75% of all revenue was obtained from government sources either as a direct contractor or subcontractor, with the remaining 25% of revenue from private customers.

NOTE

13: SEGMENT INFORMATION

The Company conducts its business activities and reports financial results as one business segment. The presentation of financial results as one reportable segment is consistent with the way the Company operates its business and is consistent with the manner in which the Chief Operating Decision Maker (“CODM”) evaluates performance and makes resource and operating decisions for the business. The Company’s CODM is the Chief Executive Officer. Furthermore, the Company notes that monitoring financial results as one reportable segment helps the CODM manage costs on a consolidated basis, consistent with the integrated nature of the operations. The CODM uses net loss, as reported on the Consolidated Statements of Operations, in evaluating the performance of the Company and determining how to allocate resources of the Company as a whole. As the CODM evaluates performance on a consolidated basis, all required financial segment information is included in the consolidated financial statements.

F-21

NOTE

14: SUBSEQUENT EVENTS

In preparing these consolidated financial statements, management has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued. Such events or transactions are described below as of the date these consolidated financial statements were issued.

The following subsequent events occurred after October 31, 2025, and prior to the filing of this Quarterly Report on Form 10-K.

DebtExchange with Related Parties

On December 2, 2025, the Company entered into exchange agreements with Gregory T. Delory, the Company’s then Chief Executive Officer and Chairman of the Board, and Paul S. Turin, the Company’s Chief Engineer and a member of the Board of Directors (collectively, the “Exchange Agreements”).

Pursuant to the Exchange Agreement with Mr. Delory, promissory notes held by Mr. Delory in an aggregate outstanding amount of $315,188, consisting of $288,281 in principal and $26,908 in accrued and payable interest, were cancelled in exchange for 2,204,561 shares of the Company’s common stock.

Pursuant to the Exchange Agreement with Mr. Turin, promissory notes held by Mr. Turin in an aggregate outstanding amount of $742,577, consisting of $680,773 in principal and $61,804 in accrued and payable interest, were cancelled in exchange for 5,193,898 shares of the Company’s common stock.

The number of shares issued under the Exchange Agreements was calculated using a conversion price of $0.142971 per share, representing the volume-weighted average price of the Company’s common stock for the twenty (20) trading days preceding the date of the Exchange Agreements, as reported by OTC Markets Group.

The Exchange Agreements were approved by the Company’s Board of Directors. The Company believes that the terms of the exchanges were fair and reasonable and no less favorable to the Company than could have been obtained from an unaffiliated third party under similar circumstances.

Managementand Board Appointments

Appointmentof Chief Executive Officer and Chairman (January 5, 2026).

On January 5, 2026, the Company appointed Edward Cabrera as Chief Executive Officer and Chairman of the Board, replacing Gregory T. Delory, who transitioned to the role of Chief Technology Officer and remains a member of the Board. In connection with Mr. Cabrera’s appointment, the Company entered into an executive agreement and issued 3,000,000 shares of common stock valued at $1,349,700 as compensation. Mr. Cabrera will receive an annual base salary of $1, unless and until the Board determines otherwise.

Appointmentof Manager of Investor Relations (January 5, 2026).

On January 5, 2026, the Company entered into an employment agreement with Edward W. Cabrera pursuant to which he serves as the Company’s Manager of Investor Relations. In connection with the agreement, the Company issued shares of common stock as compensation for services. The employment agreement and issuance of 1,250,000 shares valued at $562,375 were approved by the Company’s Board of Directors. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chief Executive Officer and Chairman of the Board. See “Related Party Transactions.”

Appointmentof Chief Financial Officer (January 19, 2026).

BoardAppointments (January 21 and January 26, 2026).

F-22

Financings

Issuanceof Bridge and Convertible Notes (December 19, 2025).

ConvertibleNote Financings (January 12 and January 14, 2026).

On January 12, 2026 and January 14, 2026, the Company entered into securities purchase agreements with accredited investors pursuant to which it issued convertible promissory notes for aggregate gross proceeds of $300,000, reflecting original issue discounts of $30,000. The Company received net proceeds after fees, and the notes are convertible into shares of the Company’s common stock at 90% of the lowest closing price of the Company’s common stock during the ten (10) trading days prior to conversion or (ii) $0.50 per share, subject to adjustment. In connection with each transaction, the Company issued 75,000 shares of common stock as commitment shares, and in the January 14, 2026 transaction, the Company also issued a warrant to purchase up to 330,000 shares of common stock at an exercise price of $0.50 per share, exercisable for five years and subject to a 4.99% beneficial ownership limitation. The securities were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.

Noticesof Default

On December 1, 2025, the Company received a notice from a noteholder asserting that the Company was in default under an Amended and Restated Secured Promissory Note, dated October 15, 2024, in the principal amount of $250,000, bearing interest at a rate of 9.75% per annum, due to the Company’s failure to repay the outstanding amount upon the November 5, 2025 maturity date. The notice states that the noteholder is demanding repayment and may elect to exercise remedies available under the note. The Company is currently evaluating the notice and its rights and obligations thereunder.

On February 7, 2026, the Company received notices of default and demand for payment (collectively, the “Default Notices”) from the holders of the following promissory notes previously issued by the Company: (i) a promissory note, dated March 18, 2024, originally issued to Blackwolf Venture Group, LLC and assigned to James S. Byrd SEP-IRA, in the original principal amount of $50,000; (ii) a promissory note, dated April 16, 2025, issued to Indicia Capital, LLC in the original principal amount of $150,000; and (iii) a promissory note, dated March 18, 2024, issued to David Shapiro in the original principal amount of $50,000. Each Default Notice alleges that the Company is in default under the applicable promissory note and demands immediate payment of the outstanding principal balance, together with accrued interest. The Company is currently evaluating the notice and its rights and obligations thereunder.

RecentSales of Unregistered Securities

On January 15, 2026, the Company issued 12,000 shares of common stock to a consultant in consideration for services rendered.

F-23

ITEM

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.

ITEM

9A. CONTROLS AND PROCEDURES

DisclosureControls and Procedures

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934) as of October 31, 2025. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of that date due to material weaknesses in internal control over financial reporting, which did not provide reasonable assurance that material information required to be disclosed by the Company in its reports filed under the Exchange Act was timely recorded, processed, summarized, and reported.

Management’sReport on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 15d-15(f) under the Exchange Act. As of October 31, 2025, management evaluated the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective due to material weaknesses, including insufficient financial reporting personnel with appropriate technical accounting expertise, inadequate review and oversight of non-routine transactions, and ineffective controls over the financial statement close process.

Management is in the process of implementing remediation measures to address these material weaknesses, including the engagement of financial consultants with technical accounting expertise, enhancements to internal review and approval procedures, improvements to journal entry controls, and the appointment of a Chief Financial Officer subsequent to fiscal year end. These remediation efforts are ongoing, and management cannot provide assurance that these measures will fully remediate the material weaknesses.

Because the Company is a non-accelerated filer, management’s assessment of internal control over financial reporting has not been audited by an independent registered public accounting firm.

Changesin Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fourth fiscal quarter ended October 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM

9B. OTHER INFORMATION

(a) On September 18, 2025, the Company obtained a short-term loan, which totaled $ 63,000, from a single lender to fund operations. The loan is secured by expected (i) future cash receipts of the Company, and (ii) all other tangible and intangible personal property. Payments are expected on a weekly basis for 30 weeks. The Company is expected to repay an aggregate of $91,980 to the lender over the nominal term. The repayment amount decreases for earlier payoff dates.

(b) The Company has not yet adopted a formal insider trading policy and no officer or director of the Company has adopted or terminated any contract, plan or written plan for the purchase or sale of our securities in accordance with Rule 10b5-1(c), or non- Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

ITEM

9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART

III

ITEM

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directorsand Executive Officers

The following table sets forth the name, age and position of our executive officers and directors as of the date of this Annual Report. Executive officers are appointed by and serve at the pleasure of Board of Directors subject the terms and conditions of an employment agreement, if any. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until her or his successor is elected and qualified or her or his earlier resignation or removal.

Name	Age	Position	Director Since
Edward<br> M. Cabrera	66	President,<br> CEO, Chairman of the Board of Directors	January<br> 2026
Mark<br> Knauf	61	Chief<br> Financial Officer	N/A
Gregory<br> T. Delory	57	Director<br> and Chief Technology Officer	January<br> 2024
Stuart<br> Bale	61	Director	July<br> 2025
Bruce<br> Campbell	68	Director<br> and Chairman of Compensation Committee	January<br> 2026
Mario<br> Noel Martinez	67	Chairman<br> of the Audit Committee & Director	January<br> 2026
Vikas<br> Parti	46	Chairman<br> of Intellectual Property Committee & Director	January<br> 2026
Paul<br> S. Turin	65	Director<br> and Chief Engineer	January<br> 2024

EdwardM. Cabrera,( President, CEO; Chairman of the Board of Directors) has 40 years of experience on Wall Street working as an investment banker and portfolio analyst with such firms as Merrill Lynch and UBS/PaineWebber. has been serving as the President and Chief Executive Officer of the Company and as the Chairman of the Company’s Board of Directors since January 2026. Mr. Cabrera has been selected as top-ranked for his work by Institutional Investor magazine and the Greenwich Associates Survey. Prior to Wall Street, he graduated with an MBA from Harvard Business School after working at General Electric in the Armament Division and in the Jet Propulsion Department of Eastern Airlines. Prior to this, he graduated from University of Florida with a Bachelor of Science in Engineering.

DirectorQualifications. The Board believes Mr. Cabrera is well qualified to serve as a director based on his more than 40 years of experience in investment banking and portfolio analysis, his leadership of public and private companies, and his deep understanding of capital markets, investor relations, and corporate strategy. His background in engineering and advanced business education further supports the Board’s oversight of the Company’s technology-focused operations and long-term growth objectives.

GregoryT. Delory (CTO; Director) has nearly 30 years of experience as a space scientist, co-investigator, project scientist and manager on space flight programs in university, NASA, aerospace and startup company environments. Mr. Delory served as the Company’s President and Chief Executive Officer from the consummation of the Company’s business combination in January 2024 until January 2026. He has served as the Company’s Chief Technology Officer since January 2026. Mr. Delory has been a member of the Company’s Board of Directors since January 2024 and served as Chairman of the Board from January 2024 through January 2026. He has worked on space instrument development, requirements, mission design and data production from numerous NASA space flight projects including orbiters for the Earth, Moon and Mars, as well as planetary landers. He has a Ph.D. in Physics from the University of California at Berkeley and was a recipient of the F.L. Scarf award for outstanding graduate thesis. Mr. Delory has served as CEO of the Heliospace Corporation since co-founding the company in March 2018.

DirectorQualifications. The Board believes Mr. Delory is well qualified to serve as a director based on his extensive scientific and technical expertise in space systems, mission design, and aerospace program management, as well as his institutional knowledge of the Company as a co-founder and former Chief Executive Officer. His decades of experience with NASA, academic institutions, and aerospace startups provide critical insight into the development, execution, and commercialization of the Company’s core space-based technologies.

MarkKnauf (CFO) has been a Certified Public Accountant for over 32 years, with experience in business accounting, tax accounting, and economic consulting. Mr. Knauf was appointed as the Chief Financial Officer of the Company in January 2026. Since January 2000, Mr. Knauf has served as President of Mark H. Knauf, P.A., and since May 2003, as Managing Director of Englewood Property Holdings, LLC, which owns and manages raw land and residential and commercial real estate properties. From June 1993 to September 1995, Mr. Knauf served as Chief Financial Officer of Amscot Financial, Inc. Mr. Knauf received his accounting degree from the Fisher School of Accounting at the University of Florida.

PaulS. Turin (Chief Engineer; Director) has over 35 years of experience in the design, assembly, test and delivery of mechanical systems for over 120 instruments and mechanisms on over 30 space flight missions during a career at The University of California Space Sciences Laboratory, private companies and Heliospace. Mr. Turin has been serving as the Company’s Chief Engineer and as director of the Company’s Board of Directors since the consummation of the Company’s business combination in January 2024. He has been the lead mechanical engineer on 8 space flight missions, Examples of his work include deployable mechanisms and instruments on the NASA STEREO, THEMIS, Van Allen, NuSTAR, MAVEN, ICON, Solar Orbit and Solar Probe Plus spacecraft for which has received numerous NASA Group Achievement Awards. He has a Bachelor of Science in Mechanical Engineering from the University of California, Berkeley. He is a co-founder of Heliospace and has served as the Chief Engineer since March 2018.

DirectorQualifications. The Board believes Mr. Turin is well qualified to serve as a director based on his more than 35 years of experience designing, testing, and delivering mechanical systems for space flight missions and his leadership role in the engineering development of complex, mission-critical hardware. His hands-on experience with space-qualified systems and long-standing involvement with the Company as a co-founder and Chief Engineer support the Board’s oversight of technical execution, reliability, and operational risk.

BruceCampbell (Director, Chair of Compensation Committee) brings more than four decades of experience in engineering, global aviation operations, advanced aircraft development, and technical consulting. Mr. Campbell was appointed Chairman of the Board and Chair of the Compensation Committee in January 2026. He began his career as a petroleum engineer focused on reservoir engineering, enhanced oil recovery, and project economic analysis. Mr. Campbell is a retired FedEx Captain with a 30-year career working in the United States and abroad, providing leadership in complex, high-consequence operational environments. He holds a B.A. in Geology with a minor in Chemistry from the University of Northern Colorado and a Master’s degree in Petroleum Engineering from the New Mexico Institute of Mining and Technology, and holds multiple aircraft type and flight instructor ratings.

DirectorQualifications. The Board believes Mr. Campbell is well qualified to serve as a director based on his extensive operational leadership experience, engineering background, and decades of oversight in safety-critical and highly regulated environments.

VikasParti (Director, Chair of Intellectual Property Director) is a Registered Patent Attorney with extensive experience in intellectual property strategy, patent preparation and prosecution, and litigation-ready claim analysis before the U.S. Patent and Trademark Office, where he has been registered to practice since 2009. He holds a Juris Doctor from Western Michigan University Cooley Law School and a Bachelor of Science in Computer Science from Webster University. Mr. Parti brings deep expertise in developing and managing patent portfolios for technology-driven companies, with a particular focus on aligning intellectual property protection with engineering development, commercialization strategies, and long-term business objectives. His background includes advising on patent strategy, freedom-to-operate considerations, and the protection of proprietary technologies and trade secrets.

DirectorQualifications. The Board believes Mr. Parti is well qualified to serve as a director based on his combined legal and technical expertise and his experience protecting and managing intellectual property critical to technology-focused businesses.

MarioNoel Martinez (Director, Chair of the Audit Committee) brings more than 40 years of senior-level experience in finance and accounting. He has spent the past 15 years as a Senior Business Financial Consultant, following 25 years in global manufacturing roles with United Technologies, Lear, and General Electric. He previously served as Chief Financial Officer of IFAB Company and Rexnord Queretaro. Mr. Martinez holds a degree in Accounting from the University of Texas–Pan American.

DirectorQualifications. The Board believes Mr. Martinez is well qualified to serve as a director based on his extensive financial management experience, accounting expertise, and prior service in senior executive and chief financial officer roles.

StuartBale (Director) Mr. Bale brings over 25 years of experience as a solar and space scientist, physics professor, and institutional leader. He has served as a NASA Principal Investigator on five flight instrument programs, including the Parker Solar Probe and Commercial Lunar Payload Services programs, and has a particular interest in radio-frequency science and instrumentation. Mr. Bale is a Fellow of the American Physical Society and the American Geophysical Union.

DirectorQualifications. The Board believes Professor Bale is well qualified to serve as a director based on his extensive experience in space science missions, instruments, and research, with an emphasis on the Moon.

FamilyRelationships

There are no family relationships among any of the directors and executive officers of the Company.

Involvementin Certain Legal Proceedings

Our directors and officers have not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor have been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

BoardLeadership Structure and Our Board’s Role in Risk Oversight

Committeesof Our Board of Directors

The standing committees of our Board consist of an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and an Intellectual Property Committee. Our Board may also establish from time to time any other committees that it deems necessary or desirable.

The board of directors has extensive involvement in the oversight of risk management related to us and our business. Our chief executive officer and other executive officers will regularly report to the non-executive directors and the Audit Committee, the Compensation Committee and the Nominating and Governance Committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of our Board provides appropriate risk oversight of our activities.

AuditCommittee

The Audit Committee consists of three directors. The chair of the Audit Committee is Mario Noel Martinez, with directors Bruce Campbell and Vik Parti as members. Each of our Audit Committee members qualifies as independent directors under the corporate governance standards of the NYSE American and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that Mario Martinez qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. The purpose of the Audit Committee will be to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our Board in overseeing:

●	accounting,<br> financial reporting and disclosure processes;
●	adequacy<br> and soundness of systems of disclosure and internal control established by management;
---	---
●	the<br> quality and integrity of our financial statements and related notes thereto and the annual<br> independent audit of our financial statements;
---	---
●	the<br> engagement, retention and termination, as applicable, of an independent registered public<br> accounting firm;
---	---
●	our<br> independent registered public accounting firm’s qualifications and independence;
---	---
●	the<br> performance of our internal audit function and independent registered public accounting firm;
---	---
●	our<br> compliance with legal and regulatory requirements in connection with the foregoing;
---	---
●	compliance<br> with our Code of Conduct;
---	---
●	overall<br> risk management profile; and
---	---
●	preparing<br> the audit committee report required to be included in our proxy statement under the rules<br> and regulations of the SEC.
---	---

Our Board will adopt a written charter for the Audit Committee.

CompensationCommittee

Compensation Committee has Bruce Campbell serving as chair, and with directors Mario Noel Martinez and Vik Parti as members. Each of our Compensation Committee members qualify as independent directors under the corporate governance standards of the NYSE American.

The purpose of the Compensation Committee is to assist our Board in discharging its responsibilities relating to:

●	the<br> establishment, maintenance and administration of compensation and benefit policies designed<br> to attract, motivate and retain personnel with the requisite skills and abilities to contribute<br> to our long term success;
●	setting<br> our compensation program and compensation of our executive officers, directors and key personnel;
---	---
●	monitoring<br> our incentive compensation and equity-based compensation plans;
---	---
●	succession<br> planning for our executive officers, directors and key personnel;
---	---
●	our<br> compliance with the compensation rules, regulations and guidelines promulgated by, the SEC<br> and other law, as applicable; and
---	---
●	preparing<br> the compensation committee report required to be included in our proxy statement under the<br> rules and regulations of the SEC.
---	---

Our Board will adopt a written charter for the Compensation Committee.

CompensationCommittee Insider Participation

None of the members of our Compensation Committee has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the Compensation Committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

DirectorIndependence

The Company is not currently listed on a national securities exchange and, as a result, is not subject to the director independence requirements of any such exchange. However, in evaluating the independence of its directors, the Board of Directors has considered independence standards substantially similar to those set forth in the corporate governance listing standards of the NYSE American.

Under these standards, a director who is employed by the Company is not considered independent. A director is considered independent only if the Board affirmatively determines that the director has no material relationship with the Company, either directly or indirectly, including as a partner, stockholder or officer of an organization that has a relationship with the Company. Ownership of a significant amount of the Company’s securities, by itself, does not constitute a material relationship.

Based on this evaluation, the Board has affirmatively determined that Mr. Campbell, Mr. Parti and Mr. Martinez are independent directors. In making these determinations, the Board reviewed all relevant facts and circumstances known to it, including information provided by the directors in connection with questionnaires and interviews.

Codeof Conduct

We will adopt a Code of Conduct that applies to all of our directors, officers and employees, including our chief executive officer and chief financial and accounting officer. Our Code of Conduct will be available on our website upon the completion of this offering. Our Code of Conduct will be a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

DirectorCompensation

We did not have any non-employee directors who received compensation for their service on our Board during fiscal year 2025 or 2024.

In 2026, each of our non-employee directors will be eligible to receive compensation for his or her service on our Board consisting of annual cash retainers payable in monthly installments, along with restricted stock, each in an amount to be reasonably determined by the Board. In addition, non-employee directors who serve as Chair of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee will be eligible for additional compensation as determined by the Board.

Our directors will be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our Bylaws. Our Board may revise the compensation arrangements for our directors from time to time.

ITEM

EXECUTIVE COMPENSATION

The following table sets forth information concerning the compensation earned during the fiscal years ended October 31, 2025 and 2024 by the Company’s named executive officers. Gregory T. Delory served as the Company’s Chief Executive Officer from inception through fiscal year 2025. Subsequent to fiscal year end, effective January 5, 2026, the Company appointed Edward Cabrera as Chief Executive Officer, and Mr. Delory transitioned to the role of Chief Technology Officer. Compensation for Mr. Cabrera is not reflected in the table below, as he did not serve as a named executive officer during fiscal years 2025 or 2024.

Summary

Compensation Table

Name and Principal Position
Gregory T. Delory,	2025	^(2)^
CEO<br> and Director^(1)^	2024	^(2)^
Stuart<br> D. Bale,^(3)^<br><br> <br>Chief<br> Scientist	2025
Paul S. Turin,	2025	^(1)^
Chief Engineer and Director	2024	^(1)^
Joseph T. Pitman,<br> ^(4)^	2025
Former CTO and Director	2024

All values are in US Dollars.

(1)	Mr.<br> Delory served as the Company’s Chief Executive Officer from inception through fiscal<br> year 2025. Effective January 5, 2026, Mr. Delory transitioned to the role of Chief Technology<br> Officer and remains a member of the Company’s Board of Directors
(2)	Health<br> plan stipend
---	---
(3)	Appointed<br> by the Board on July 24, 2025.
---	---
(4)	Resigned<br> on July 24, 2025.
---	---

EmergingGrowth Company Status

As an emerging growth company, we are currently exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

EmploymentAgreements

As of October 31, 2025, the Company did not have any written employment agreements with its executive officers or directors.

Subsequent to fiscal year end, the Company entered into employment agreements with Edward Cabrera, in connection with his appointment as Chief Executive Officer, and Mark Knauf, in connection with his appointment as Chief Financial Officer.

EmploymentAgreement with Edward Cabrera (Chief Executive Officer)

In January 2026, the Company entered into an employment agreement with Edward Cabrera, pursuant to which Mr. Cabrera was appointed Chief Executive Officer and Chairman of the Board. The agreement has an initial term of one year and automatically renews for successive one-year terms unless terminated in accordance with its terms.

Under the agreement, the Company issued Mr. Cabrera 3,000,000 shares of the Company’s common stock upon execution of the agreement. Mr. Cabrera is entitled to receive a nominal annual salary of $1, with any future cash compensation subject to determination by the Company’s Board of Directors based on performance or other criteria.

The agreement provides that Mr. Cabrera may be terminated for cause, resigned voluntarily, or terminated without cause, in each case subject to the terms of the agreement. In the event of a termination without cause, constructive termination, termination by mutual agreement, death, or disability, Mr. Cabrera may be entitled to continued compensation and benefits for a specified period following termination, as set forth in the agreement.

EmploymentAgreement with Mark Knauf (Chief Financial Officer)

In January 2026, the Company entered into an employment agreement with Mark Knauf, pursuant to which Mr. Knauf was appointed Chief Financial Officer. The agreement has an initial term of one year and automatically renews for successive one-year terms unless terminated in accordance with its terms.

Under the agreement, Mr. Knauf is eligible to receive 100,000 shares of the Company’s common stock, vesting quarterly over a one-year period, subject to continued service. In addition, upon the Company raising an aggregate of $10 million in financing, Mr. Knauf will be entitled to receive a monthly salary of $10,000, with any future adjustments determined by the Company’s Board of Directors.

The agreement provides for termination by the Company for cause, voluntary resignation by Mr. Knauf, or termination without cause. In the event of a termination without cause, constructive termination, termination by mutual agreement, death, or disability, Mr. Knauf may be entitled to continued compensation and benefits for a limited period following termination, as specified in the agreement.

RetirementBenefits

We do not have a defined benefit pension plan or nonqualified deferred compensation plan. Heliospace provided a retirement plan through July 2025 intended to provide benefits under Section 401(k) of the Code (as defined below), pursuant to which employees, including the Named Executive Officers, can make or have made voluntary pre-tax contributions. Heliospace provided matching contributions to all eligible employees, including our Named Executive Officers. All contributions under the plan are subject to certain annual dollar limitations, which are periodically adjusted for changes in the cost of living. Heliospace intends to restart a retirement plan in Q2 of 2026 as the company scales in both personnel and revenue.

DirectorCompensation Arrangements

The Company did not have any non-employee directors during the fiscal year ended October 31, 2025, and no compensation was paid to any director for service on the Board during that fiscal year.

Subsequent to fiscal year end, the Company entered into Board of Directors agreements with its independent directors. On January 21, 2026, the Company entered into a Board of Directors agreement with Vikas “Vik” Parti, and on January 26, 2026, the Company entered into Board of Directors agreements with Mario Martinez and Bruce T. Campbell. Under these agreements, each independent director is eligible to receive equity compensation with an annual grant value of $100,000, payable in quarterly installments in the form of restricted stock units, subject to approval under the Company’s equity incentive plan, as well as reimbursement of reasonable expenses incurred in connection with service on the Board. The foregoing description is qualified in its entirety by reference to the form of Board of Directors Agreement, which has been filed as an exhibit to this Annual Report on Form 10-K.

PotentialPayments Upon Termination or Change in Control

None.

EquityIncentive Plan

The 2018 Equity Incentive Plan was approved by the Board of Directors on July 1, 2018 and the Company amended the equity plan on December 17, 2023. In conjunction with the recapitalization and effective January 3, 2024, the Company adopted the Heliospace 2018 Equity Plan as the Company’s Plan (“Equity Plan”). The Equity Plan limits the shares of common stock authorized to be awarded as stock awards to 2,382,352 shares as of October 31, 2025 and October 31, 2024, respectively. Employees are provided stock options vesting over a period of four years with a one-year cliff. After one year, 25% of the award size vests followed by 1/48^th^ of the award size for each month thereafter. On a case-by-case basis, options have been granted outright with no vest period.

HelioCorporation 2025 Equity Incentive Plan

On August 19, 2025, the Company adopted the Helio Corporation 2025 Equity Incentive Plan (the “2025 Plan”), which was also approved by the Company’s stockholders on August 19, 2025. The 2025 Plan is intended to assist the Company in recruiting and retaining employees, officers, directors, and consultants, and to provide incentives tied to increases in the value of the Company’s equity. Unless terminated earlier by the Board, the 2025 Plan will terminate on August 19, 2035, and no awards may be granted after that date.

Administration. The 2025 Plan is administered by the Company’s Board of Directors (the “Board”), unless and until the Board delegates administration to a committee of one or more Board members. Subject to the terms of the 2025 Plan, the administrator has broad discretion to determine eligible participants, the type of award granted, the number of shares subject to awards, vesting schedules, exercise prices (if applicable), and other terms and conditions, and to interpret and administer the 2025 Plan and award agreements. The 2025 Plan permits certain actions that may be treated as “repricing,” including reductions in option exercise prices and cancellation and replacement of options, subject to the consent of adversely affected optionholders and the other limitations set forth in the 2025 Plan.

Sharesavailable for issuance; automatic “evergreen” increase. The maximum number of shares of the Company’s common stock authorized for issuance under the 2025 Plan is 2,250,000 shares, subject to adjustment for stock splits, recapitalizations and similar events. Beginning with the fiscal year ending October 31, 2026, the share reserve is subject to an automatic annual increase on the first trading day of each fiscal year so that the aggregate number of shares reserved under the 2025 Plan equals 20% of the Company’s common stock outstanding on the last trading day of the preceding fiscal year, reduced by the number of shares then reserved and available for issuance under the Company’s 2018 Equity Incentive Plan (as further described in the 2025 Plan). Shares generally return to the reserve if awards expire, terminate, are forfeited, or are repurchased by the Company in accordance with the terms of the 2025 Plan.

Eligibility. Incentive stock options may be granted only to employees. Other awards may be granted to employees, officers, directors, and consultants. The 2025 Plan also contains limitations applicable to “ten percent stockholders,” including a higher minimum exercise price and a shorter maximum term for incentive stock options.

Typesof awards. The 2025 Plan authorizes the grant of a variety of equity-based awards, including:

●	Incentive<br> stock options (ISOs) and nonstatutory qualified stock options (“NQSOs);
●	Restricted<br> stock awards (including stock bonuses);
---	---
●	Stock<br> appreciation rights;
---	---
●	Restricted<br> stock units (settled in shares of common stock or cash, as determined under the award terms);<br> and
---	---
●	Performance<br> awards payable in shares, cash, or a combination thereof, based on performance goals established<br> by the administrator.
---	---

Optionterms. Options generally may not have a term longer than 10 years from the grant date (or 5 years for incentive stock options granted to ten percent stockholders). The exercise price per share generally may not be less than 100% of fair market value on the grant date (or 110% for incentive stock options granted to ten percent stockholders). The 2025 Plan permits several methods of paying the exercise price, including cash, delivery of previously owned shares (subject to holding period requirements in certain cases), deferred payment arrangements (subject to limitations), “net exercise” arrangements, promissory notes with full recourse, or other lawful consideration acceptable to the Board. Options typically terminate following cessation of service, subject to post-termination exercise periods that vary based on the reason for termination (including death or disability) and the terms of the applicable award agreement.

Restrictedstock and other awards. Restricted stock awards may be subject to vesting conditions and may include Company repurchase rights with respect to unvested shares, subject to limitations under the 2025 Plan. Restricted stock units represent the right to receive one share of common stock (or the value thereof in cash) upon vesting and settlement. Stock appreciation rights provide the right to receive the appreciation in the Company’s common stock (in shares, cash, or a combination), as determined by the administrator.

Adjustmentsand corporate transactions. The 2025 Plan provides for equitable adjustments to the share reserve and outstanding awards in the event of stock splits, dividends, recapitalizations and similar events. In connection with a corporate transaction (including a change of control), the administrator may take a variety of actions with respect to outstanding awards, including assumption or substitution of awards, acceleration of vesting or exercisability, cancellation in exchange for cash or other consideration (which may be zero in certain circumstances), and other actions permitted by the 2025 Plan.

Withholdingand other provisions. Award agreements generally require participants to satisfy applicable tax withholding obligations, including through share withholding, cash payment, or other permitted methods. The 2025 Plan includes provisions intended to support compliance with Section 409A of the Internal Revenue Code and provides that awards are subject to any clawback or recoupment policies adopted by the Company and applicable law, including Exchange Act Rule 10D-1 requirements and any applicable listing standards. The 2025 Plan is governed by Florida law.

Arbitration. The 2025 Plan provides that disputes relating to awards or the 2025 Plan are to be resolved through binding and confidential arbitration under the Commercial Arbitration Rules of the American Arbitration Association in Berkeley, California, with arbitration fees paid by the Company, and permits the arbitrator to award attorneys’ fees and costs to the prevailing party.

ITEM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as to the shares of common stock beneficially owned as of February 10, 2026 by (i) each person known to us to be the beneficial owner of more than 5% of our common stock; (ii) each director; (iii) each executive officer; and (iv) all of our directors, director nominees and executive officers as a group. Unless otherwise indicated in the footnotes following the table, the persons as to whom the information is given had sole voting and investment power over the shares of common stock shown as beneficially owned by them and the address of each beneficial owner listed on the table is c/o Helio Corporation, 2448 Sixth Street, Berkeley, CA 94710. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act, which generally means that any shares of common stock subject to options currently exercisable or exercisable within 60 days of the determination date are considered to be beneficially owned, including for the purpose of computing the percentage ownership of the person holding such options, but are not considered outstanding when computing the percentage ownership of each other person.

Name<br> and Address of Beneficial Owner	Number of Shares Beneficially Owned^(1)^
Edward<br> Cabrera		3,000,000	12.94	%
Mark<br> Knauf, Chief Financial Officer ^(3)^		-	0.00	%
Gregory<br> T. Delory, Chief Technology Officer and Director		5,450,801	23.51	%
Stuart<br> D. Bale		765,220	3.30	%
Bruce<br> Campbell, Director ^(3)^		-	0.00	%
Mario<br> Noel Martinez, Director ^(3)^		-	0.00	%
Vikas<br> Parti, Director ^(3)^		-	0.00	%
Paul<br> S. Turin, Director and Chief Engineer		7,730,239	33.35	%
Total<br> of Officers, Directors and Director Nominees as a Group (6 persons)		16,946,260	73.1	%
5%+<br> Stockholder
Joseph<br> T. Pitman		2,824,064	12.18	%
Edward<br> W. Cabrera		1,250,000	5.39	%
(1)	All<br> shares owned by the officers, directors, director nominees and persons known to be the beneficial<br> owner of more than 5% of the Company common stock are owned outright and none are acquirable<br> upon exercise or conversion of outstanding warrants, options, notes or other derivative securities.
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(2)	Based on 23,170,425 shares of common stock<br> issued and outstanding as of February 10, 2026.
---	---
(3)	Right<br> to acquire up to $100k of Restricted Stock Units (RSUs) vesting at $25k per quarter.
---	---

ITEM

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RelatedParty Loans

Between April 2022 and October 2024, Paul S. Turin, stockholder and director, made various loans to the Company. As of October 31, 2025 and October 31, 2024, the outstanding principal balance of these loans was $480,000 and $480,000, respectively, and accrued interest was $51,397 and $11,484, respectively. The outstanding principal balance under these loans at October 31, 2023 and October 31, 2022 was $400,000 and $350,000, respectively. The loans’ terms are for 36 months and are classified as current and non-current, as applicable, liabilities on the balance sheet and accrue interest at a rate of 6.5% to 11.25% per annum, which, along with all principal, shall be due at maturity. These notes are unsecured and are not convertible into equity instruments. No principal payments have been made on these loans. Interest payments of $25,266 were made in the fiscal year ending October 31, 2024. There have not been any additional interest payments through the date of this filing. The loans mature as follows: $250,000 in October 2025, $100,000 in August 2025, $50,000 in February 2026, and $80,000 in February 2027. The Company plans to pay these loans from normal operating cash in the ordinary course of business when due. As of October 31, 2025, the aggregate outstanding balance under the notes was approximately $531,397, consisting of $480,000 in principal and $51,397 in accrued and unpaid interest.

On March 1, 2024, the Company issued promissory note in the principal amount of $50,000 to Gregory T. Delory, the Company’s Chief Executive Officer, President, and Chairman. The note bears interest at an annual rate of 10.66% and matures on the 23-month anniversary of the issuance date. During the fiscal year ended October 31, 2024, the Company prepaid $13,692 toward the outstanding principal of the note. No interest or additional principal payments have been made on the note. As of October 31, 2025, the outstanding balance under the note was approximately $39,904, consisting of $36,308 in principal and $3,596 in accrued and unpaid interest.

On February 3, 2025, the Company issued a promissory note in the principal amount of $185,000 to Paul S. Turin, the Company’s Chief Engineer and a member of the Board of Directors. The note bears interest at a rate of 9.75% per annum and matures on the third anniversary of the issuance date. As of October 31, 2025, the outstanding balance under the note was approximately $189,892, consisting of $185,000 in principal and $4,892 in accrued and unpaid interest. No payments of principal or interest have been made to date.

On February 14, 2025, the Company issued a promissory note in the principal amount of $200,000 to Gregory T. Delory, the Company’s Chief Executive Officer, President, and Chairman. The note bears interest at a rate of 9.75% per annum and matures on the third anniversary of the issuance date. As of October 31, 2025, the outstanding balance under the note was approximately $204,701, consisting of $200,000 in principal and $4,701 in accrued and unpaid interest. No payments of principal or interest have been made to date.

RelatedParty Transactions with Organizer

James S. Byrd incorporated the Company as Stirling Bridge Group, Inc. in October 2022 (renamed Web3 Corporation in May 2023) and served as its Chief Executive Officer until the closing of the Business Combination between Web3 Corporation and Heliospace Corporation in January 2024. Since that time, Mr. Byrd has not held any management or executive role with the Company and provides legal services solely in his capacity as external counsel.

In connection its incorporation, the Company issued an aggregate of 2,000,000 shares of common stock (the “Founder Shares”) to Blue Ridge Capital, LLC, a limited liability company wholly owned by James S. Byrd (“Blue Ridge Capital”), for an aggregate purchase price of $125. In January 2024, in connection with the Business Combination between Web3 Corporation and Heliospace Corporation, the Company repurchased 1,560,000 of the Founder Shares from Blue Ridge Capital for an aggregate cash consideration of $130,000. The terms of the repurchase were negotiated in connection with the Business Combination.

Prior to the Business Combination, Web3 Corporation paid approximately $53,000 in legal fees to firms affiliated with Mr. Byrd. Since the Business Combination, Helio Corporation has paid approximately $145,000 to one or more law firms affiliated with Mr. Byrd, and currently pays Byrd Law Group a monthly retainer of $15,000 for legal services rendered. All such transactions were approved by the Board in accordance with its related party transaction policy. See “Legal Matters” for additional information regarding Byrd Law Group.

On March 18, 2024, the Company issued a convertible promissory note in the principal amount of $250,000 to BlackWolf Venture Group, LLC (“BlackWolf”), a limited liability company of which Mr. Byrd was a member, bearing interest at a rate of 9.75% per annum and maturing 24 months from the issuance date. On June 20, 2024, the note was amended and restated (the “Amended and Restated BlackWolf Note”) to increase the principal amount to $500,000, maintain the same interest rate, and extend the maturity to 24 months from the date of amendment.

In connection with Mr. Byrd’s withdrawal from BlackWolf on October 7, 2024, BlackWolf and Mr. Byrd entered into an agreement whereby Mr. Byrd withdrew as a member of BlackWolf and BlackWolf assigned $50,000 of the outstanding principal amount under the Amended and Restated BlackWolf Note, plus accrued interest, to Mr. Byrd. On October 31, 2024, the Company and Mr. Byrd entered into an amendment to (i) extend the maturity of Mr. Byrd’s assigned portion of the Amended and Restated BlackWolf Note to the earlier of (a) the Company’s listing on a national securities exchange (NYSE or Nasdaq) or (b) March 31, 2025, and (ii) eliminate the conversion feature of Mr. Byrd’s assigned portion of the Amended and Restated BlackWolf Note. On April 25, 2025, the Company and Mr. Byrd entered into an amendment to further extend the maturity date to the earlier of (a) the Company’s listing on a national securities exchange or (b) June 30, 2025. All other terms of the assigned portion of the Amended and Restated BlackWolf Note remain unchanged and in full force and effect. The transaction was approved by the Board of Directors in accordance with the Company’s related party transaction policy. As of October 31, 2025, the outstanding balance of the $50,000 portion of the Amended and Restated BlackWolf Note assigned to Mr. Byrd was approximately $55,623, consisting of $50,000 in principal and $5,623 in accrued and unpaid interest. No payments of principal or interest have been made towards the assigned portion of the Amended and Restated BlackWolf Note. The note is currently in default.

On April 16, 2025, we issued a promissory note in the principal amount of $150,000 to Indicia Capital, LLC, an entity controlled by James S. Byrd, which bears interest at 9.75% per annum and matures in 180 days or upon our receipt of at least $1,000,000 in new financing. In connection with the note, Greg Delory, our Chief Executive Officer, President and Chairman, transferred 15,000 shares of his personal holdings of our common stock to Indicia Capital as additional consideration. The transaction was approved by the Company’s Board of Directors in accordance with its policy for reviewing and approving related party transactions. As of October 31, 2025, the outstanding balance under the note was approximately $151,082, consisting of $150,000 in principal and $1,082 in accrued and unpaid interest. No payments of principal or interest have been made to date.

DebtExchange Transactions with Related Parties

EmploymentAgreement with Edward Cabrera (Chief Executive Officer)

In January 2026, the Company entered into an employment agreement with Edward Cabrera, pursuant to which Mr. Cabrera was appointed Chief Executive Officer and Chairman of the Board. Under the agreement, the Company issued Mr. Cabrera 3,000,000 shares of common stock upon execution of the agreement and agreed to pay him a nominal annual salary. The agreement has an initial term of one year and automatically renews for successive one-year terms unless terminated in accordance with its terms. The material terms of Mr. Cabrera’s compensation arrangements are described under “Executive Compensation—Employment Agreements.”

EmploymentAgreement with Investor Relations Manager

On January 5, 2026, the Company entered into an employment agreement with Edward W. Cabrera, pursuant to which Mr. Cabrera serves as the Company’s Investor Relations Manager. Mr. Cabrera is the son of Edward Cabrera, the Company’s Chief Executive Officer.

Under the agreement, Mr. Cabrera is responsible for managing the Company’s investor relations, public communications, and related outreach activities. As consideration for his services, the Company agreed to issue Mr. Cabrera 1,250,000 shares of the Company’s common stock upon execution of the agreement. In addition, upon the Company raising an aggregate of $10 million in financing, Mr. Cabrera will be entitled to receive a monthly salary of $15,000, and will be eligible to participate in the Company’s employee benefit plans. The agreement has an initial term of one year and automatically renews for successive one-year terms unless terminated in accordance with its terms.

Indemnificationof Officers and Directors

Our Bylaws include provisions that provide for indemnification, expense advancement and reimbursement for our directors and officers, to the maximum extent allowable under Florida law. We have also entered into or will enter into prior to the effective date of the registration statement of which prospectus forms a part into customary indemnification agreements with our officers or directors. We also currently maintain directors’ and officers’ insurance covering certain liabilities that may be incurred by directors and officers in the performance of their duties.

Policiesand Procedures for the Review, Approval or Ratification of Related Person Transactions

The Company does not currently have a written policy governing the review, approval or ratification of transactions with related persons.

Related person transactions are reviewed and approved by the Company’s Board of Directors, or by the Audit Committee Chair, as applicable, prior to entry into such transactions, or, if not approved in advance, are submitted for ratification. In reviewing and approving any related person transaction, the Board of Directors or the Audit Committee Chair considers all relevant facts and circumstances, including the nature of the related person’s interest in the transaction, the material terms of the transaction, the purpose of the transaction, the availability of alternative arrangements with unrelated third parties, and whether the transaction is on terms that are no less favorable to the Company than those that could be obtained in an arm’s-length transaction with an unrelated third party.

Any director or officer who has an interest in a related person transaction is required to recuse himself or herself from the deliberations and approval of such transaction.

The Company intends to adopt a formal written policy for the review, approval and ratification of related person transactions and to administer such policy through its Audit Committee following the completion of the Committee’s formation.

ITEM

PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the fiscal years ended October 31, 2025 and 2024 Astra Audit & Advisory LLC (“AAA”) served as our independent registered public accounting firm and, in that capacity, rendered an opinion on our consolidated financial statements as of and for the fiscal year ended October 31, 2025.

Auditand Non-Audit Fees

The following table sets forth the aggregate fees billed to us by our independent registered public accounting firm in each of the last two fiscal years:

	2025		2024
Audit fees (1)	$	167,986	$	45,000
Audit-related fees (2)	$	-	$	-
Tax fees (3)	$	-	$	-
All other fees (4)	$	14,650	$	24,820
(1)	Audit<br> fees consistent principally of audit work performed on the financial statements, as well as work generally only the independent auditors<br> can reasonably be expected to provide, such as statutory audits.
---	---
(2)	Audit-related<br> fees consisted principally of an attestation report on management’s report on internal controls, a review of our Form 10-Q’s<br> and related press releases, and other general miscellaneous matters.
(3)	Tax<br> fees consisted principally of assistance with tax compliance, preparation of returns, tax planning, and providing tax guidance.
(4)	Consist<br> of fees for products and services provided by our principal accountants, other than services reported under “Audit fees,”<br> “Audit related fees,” or “Tax fees.”

As part of its responsibility for oversight of the independent registered public accountants, the board of directors has established a policy to pre-approve all audit and permissible non-audit services provided by the independent auditor. In accordance with this policy, each type of audit, audit related, tax and other permitted service to be provided by the independent auditors is specifically described and each service. The fees are budgeted and the board of directors requires the independent auditor and management to report actual fees versus the budget periodically throughout the year by category of service.

PART

ITEM

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Documents<br> filed as part of this report
1.	Financial<br> statements
---	---

The financial statements are set forth under Item 8 of this Form 10-K, as indexed below.

Consolidated<br> Balance Sheets as of October 31, 2025 and 2024	F-3
Consolidated<br> Statements of Operations for the years ended October 31, 2025 and 2024	F-4
Consolidated<br> Statements of Changes in Shareholders’ Deficit for the years ended October 31, 2025 and 2024	F-5
Consolidated<br> Statements of Cash Flows for the years ended October 31, 2025 and 2024	F-6
Notes<br> to Consolidated Financial Statements	F-7

2. Financial statement schedules

Financial statement schedules are omitted because the information called for is not material or is shown either in the consolidated financial statements or the notes thereto.

3. Exhibits

Exhibit	Description	Previously Filed and Incorporated by Reference Herein	Previously Filed Exhibit No.
3.1	Articles<br> of Incorporation of Stirling Bridge Group, Inc., dated October 3, 2022	Registration Statement on Form S-1 (File No.<br> 333-284062)	3.1
3.2	Articles<br> of Amendment to Articles of Incorporation of Stirling Bridge Group, Inc., dated May 10, 2023	Registration Statement on Form S-1 (File No.<br> 333-284062)	3.2
3.3	Articles<br> of Amendment to Articles of Incorporation of Web3 Corporation, January 22, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	3.3
3.4	Articles<br> of Amendment to Articles of Incorporation of Helio Corporation, dated July 1, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	3.4
3.5	Amended<br> and Restated Bylaws of Helio Corporation	Registration Statement on Form S-1 (File No.<br> 333-284062)	3.5
3.1	Certificate<br> of Amendment to Articles of Incorporation of Helio Corporation, filed April 8, 2025	Form 10-Q for the quarter ended January 31,<br> 2025	3.1
4.1*	Description of registrant’s<br> securities
10.1+	2018<br> Heliospace Corporation Equity Incentive Plan	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.1
10.2+	Form<br> of Heliospace Corporation Equity Incentive Plan Award Agreement	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.2
10.3+	Form<br> of Employment Agreement between Helio Corporation and Gregory Delory	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.3
10.4	Unsecured<br> Promissory Note in the principal sum of $250,000, of Heliospace Corporation as Maker dated April 18, 2022	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.4
10.5	Unsecured<br> Promissory Note in the principal sum of $100,000, of Heliospace Corporation as Maker and dated August 29, 2022	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.5
10.6	Unsecured<br> Promissory Note in the principal sum of $50,000, of Heliospace Corporation as Maker dated February 14, 2023	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.6
10.7	Unsecured<br> Promissory Note in the principal sum of $80,000, of Heliospace Corporation as Maker dated February 26, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.7
10.8	Unsecured<br> Promissory Note in the principal sum of $50,000, of Heliospace Corporation as Maker dated March 1, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.8
10.9	Unsecured<br> Promissory Note in the principal sum of $30,000, of Heliospace Corporation as Maker dated March 1, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.9
10.10	Unsecured<br> Promissory Note in the principal sum of $150,000, of Heliospace Corporation as dated March 12, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.1

10.11	Unsecured<br> Promissory Note in the principal sum of $400,000, of Helio Corporation as Maker dated October 17, 2024	Registration Statement on Form<br> S-1 (File No. 333-284062)	10.11
10.12	Amendment<br> (Byrd) to Unsecured Promissory Note in the principal sum of $50,000, of Helio Corporation as Maker dated March 18, 2024 (as<br> amended on October 31, 2024)	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.12
10.13	Unsecured<br> Promissory Note in the principal sum of $50,000, of Helio Corporation as Maker dated March 18, 2024 (as amended on October 31,<br> 2024)	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.13
10.14	Secured<br> Promissory Note in the principal sum of $500,000, of Helio Corporation as Maker dated October 16, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.14
10.15	Secured<br> Promissory Note in the principal sum of $250,000, of Helio Corporation as Maker dated October 16, 2024	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.15
10.16	Unsecured<br> Promissory Note in the principal sum of $50,000, of Helio Corporation as Maker dated January 9, 2025	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.16
10.17+	Form<br> of Employment Agreement between Helio Corporation and Paul Turin	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.18
10.18	Unsecured<br> Promissory Note in the principal sum of $100,000, of Helio Corporation as Maker dated February 3, 2025	Registration Statement on Form S-1 (File No.<br> 333-284062)	10.20
10.19	Securities<br> Purchase Agreement, dated August 26, 2025, by and between Helio Corporation and the Buyer.	Form 8-K filed September 2, 2025	10.1
10.20	$275,000<br> Promissory Note, dated August 26, 2025, issued by Helio Corporation.	Form 8-K filed September 2, 2025	10.2
10.21	Exchange<br> Agreement, dated December 2, 2025, between Helio Corporation and Gregory T. Delory	Form 8-K filed December 4, 2025	10.1
10.22	Exchange<br> Agreement, dated December 2, 2025, between Helio Corporation and Paul S. Turin	Form 8-K filed December 4, 2025	10.2
10.23	Promissory<br> Note, dated December 2, 2025, issued to Gregory T. Delory	Form 8-K filed December 4, 2025	10.3
10.24	Promissory<br> Note, dated December 2, 2025, issued to Paul S. Turin	Form 8-K filed December 4, 2025	10.4
10.25	Securities<br> Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor	Form 8-K filed December 30, 2025	10.1
10.26	Promissory<br> Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.1	Form 8-K filed December 30, 2025	10.2
10.27	Securities<br> Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor	Form 8-K filed December 30, 2025	10.3
10.28	Promissory<br> Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.3	Form 8-K filed December 30, 2025	10.4
10.29	Securities<br> Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor	Form 8-K filed December 30, 2025	10.5
10.3	Convertible<br> Promissory Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.5	Form 8-K filed December 30, 2025	10.6
10.31+	Executive<br> Employment Agreement, dated January 5, 2026, between Helio Corporation and Edward Cabrera	Form 8-K filed January 5, 2026	10.1
10.32	Securities<br> Purchase Agreement, dated January 12, 2026, by and between Helio Corporation and the investor party thereto	Form 8-K filed January 16, 2026	10.1
10.33	Convertible<br> Promissory Note, dated January 12, 2026	Form 8-K filed January 16, 2026	10.2
10.34	Securities<br> Purchase Agreement, dated January 14, 2026	Form 8-K filed January 16, 2026	10.3

10.35	Convertible<br> Promissory Note, dated January 14, 2026	Form 8-K filed January 16, 2026	10.4
10.36	Common<br> Stock Purchase Warrant, dated January 14, 2026	Form 8-K filed January 16, 2026	10.5
10.37+	Executive<br> Employment Agreement, dated January 19, 2026, by and between Helio Corporation and Mark Knauf	Form 8-K filed January 20, 2026	10.1
10.38	Form<br> of Director Agreement	Form 8-K filed January 27, 2026	10.1
10.39	Promissory<br> Note issued to Paul S. Turin on February 3, 2025, in the principal amount of $185,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended January 31,<br> 2025	10.2
10.4	Promissory<br> Note issued to Gregory T. Delory on February 14, 2025, in the principal amount of $200,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended January 31,<br> 2025	10.3
10.41	Promissory<br> Note issued to Indicia Capital, LLC on April 16, 2025, in the principal amount of $150,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended January 31,<br> 2025	10.4
10.42	Note<br> Amendment dated April 25, 2025, for Promissory Note issued to M. David Shapiro on March 18, 2024, as amended, in the principal amount<br> of $50,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended January 31,<br> 2025	10.5
10.43	Note<br> Amendment dated April 25, 2025, for Promissory Note issued to Scott Nealey on March 12, 2024, as amended, in the principal amount<br> of $150,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended January 31,<br> 2025	10.6
10.44	Note<br> Amendment dated April 25, 2025, for Promissory Note issued to James Byrd on March 18, 2024, in the principal amount of $50,000, bearing<br> interest at 9.75% per annum	Form 10-Q for the quarter ended January 31,<br> 2025	10.7
10.45	Agreement<br> for $250,000 term loan dated May 17, 2025	Form 10-Q for the quarter ended April 30, 2025	10.4
10.46	Receivables<br> Sale Agreement dated June 9, 2025	Form 10-Q for the quarter ended April 30, 2025	10.5
10.47	Note<br> Amendment dated September 22, 2025, for Promissory Note issued to M. David Shapiro on March 18, 2024, as amended, in the principal<br> amount of $50,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended July 31, 2025	10.1
10.48	Note<br> Amendment dated September 21, 2025, for Promissory Note issued to Scott Nealey on March 12, 2024, as amended, in the principal amount<br> of $150,000, bearing interest at 9.75% per annum	Form 10-Q for the quarter ended July 31, 2025	10.2
10.49	Note<br> Amendment dated September 22, 2025 for Promissory Note issued to Indicia Capital, LLC dated April 16, 2025	Form 10-Q for the quarter ended July 31, 2025	10.3
10.50	Amendment<br> dated September 22, 2025, for Promissory Note issued to James Byrd on March 18, 2024, in the principal amount of $50,000,bearing<br> interest at 9.75% per annum	Form 10-Q for the quarter ended July 31, 2025	10.4
10.51	Securities<br> Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor	Form 8-K filed December 30, 2025	10.1
10.52	Promissory<br> Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.1	Form 8-K filed December 30, 2025	10.2
10.53	Securities<br> Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor	Form 8-K filed December 30, 2025	10.3
10.54	Promissory<br> Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.3	Form 8-K filed December 30, 2025	10.4
10.55	Securities<br> Purchase Agreement, dated December 19, 2025, between Helio Corporation and an institutional investor	Form 8-K filed December 30, 2025	10.5
10.56	Convertible<br> Promissory Note, dated December 19, 2025, issued by Helio Corporation pursuant to Exhibit 10.5	Form 8-K filed December 30, 2025	10.6
10.57	Executive<br> Employment Agreement, dated January 5, 2026, between Helio Corporation and Edward Cabrera	Form 8-K filed January 5, 2026	10.1
10.58	Securities<br> Purchase Agreement, dated January 12, 2026, by and between Helio Corporation and the investor party thereto	Form 8-K filed January 16, 2026	10.1

10.59	Convertible<br> Promissory Note, dated January 12, 2026	10.2
10.60	Securities<br> Purchase Agreement, dated January 14, 2026	10.3
10.61	Convertible<br> Promissory Note, dated January 14, 2026	10.4
10.62	Common<br> Stock Purchase Warrant, dated January 14, 2026	10.5
10.63	Executive<br> Employment Agreement, dated January 19, 2026, by and between Helio Corporation and Mark Knauf	10.1
10.64	Promissory<br> Note issued to Paul S. Turin on February 3, 2025, in the principal amount of 185,000, bearing interest at 9.75% per annum	10.2
10.65	Promissory<br> Note issued to Gregory T. Delory on February 14, 2025, in the principal amount of 200,000, bearing interest at 9.75% per annum	10.3
10.66	Note<br> Amendment dated April 25, 2025, for Promissory Note issued to M. David Shapiro on March 18, 2024, as amended, in the principal amount<br> of 50,000, bearing interest at 9.75% per annum	10.5
10.67	Note<br> Amendment dated April 25, 2025, for Promissory Note issued to Scott Nealey on March 12, 2024, as amended, in the principal amount<br> of 150,000, bearing interest at 9.75% per annum	10.6
10.68	Note<br> Amendment dated April 25, 2025, for Promissory Note issued to James Byrd on March 18, 2024, in the principal amount of 50,000, bearing<br> interest at 9.75% per annum	10.7
10.69	Agreement<br> for 250,000 term loan dated May 17, 2025	10.4
10.70	Receivables<br> Sale Agreement dated June 9, 2025	10.5
10.71	Note<br> Amendment dated September 22, 2025, for Promissory Note issued to M. David Shapiro on March 18, 2024, as amended, in the principal<br> amount of 50,000, bearing interest at 9.75% per annum	10.1
10.72	Note<br> Amendment dated September 21, 2025, for Promissory Note issued to Scott Nealey on March 12, 2024, as amended, in the principal amount<br> of 150,000, bearing interest at 9.75% per annum	10.2
10.73	Note<br> Amendment dated September 22, 2025 for Promissory Note issued to Indicia Capital, LLC dated April 16, 2025	10.3
10.74	Amendment<br> dated September 22, 2025, for Promissory Note issued to James Byrd on March 18, 2024, in the principal amount of 50,000,bearing<br> interest at 9.75% per annum	10.4
10.75*	Short Term Loan for 63,000 dated<br> September 26, 2025
10.76*	Short Term Loan 1 for 60,000<br> dated September 30, 2025
10.77*	Short Term Loan 2 for 60,000<br> dated September 30, 2025
10.78*	Short Term Loan for 80,000 dated<br> 9/30/2025
10.79^+^*	Helio Corporation 2025 Equity<br> Incentive Plan
21.1	List<br> of Subsidiaries of Helio Corporation	21.1
31.1**	Certificate of Principal Executive<br> Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2**	Certificate of Principal Financial<br> Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1**	Certification of Principal Executive<br> Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial<br> and Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase<br> Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase<br> Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase<br> Document.
104	Cover Page Interactive Data File (formatted as Inline<br> XBRL and contained in Exhibit 101).

All values are in US Dollars.

+	Management or compensatory agreement.
*	Filed herewith
**	Furnished herewith

ITEM

FORM 10–K SUMMARY

None

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HELIO CORPORATION
Date: February<br> 17, 2026	By:	/s/<br> Edward Cabrera
		Edward Cabrera
		Chief Executive Officer and Chairman of the Board of<br> Directors (Principal Executive Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Mark Knauf	Chief Financial Officer	February 17, 2026
/s/ Gregory T. Delory	Chief Technology<br> Officer	February 17, 2026
Gregory T. Delory
/s/ Bruce Campbell	Director	February 17, 2026
Bruce Campbell
/s/ Mario Noel Martinez	Director	February 17, 2026
Mario Noel Martinez
/s/ Vikas Parti	Director	February 17, 2026
Vikas Parti
/s/ Paul S. Turin	Director	February 17, 2026
Paul S. Turin

Exhibit 4.1

DESCRIPTION OF REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

Set forth below is the description of each class of securities of Helio Corporatoin, a Florida corporaton (the “Company”) outstanding as of October 31, 2025. The following description summarizes the most important terms of these securities. This summary does not purport to be complete and is qualified in its entirety by the provisions of our Articles of Incorporation, as amendd, and our Amended and Restated Bylaws, copies of which have been previously filed with the Securities and Exchange Commission and are incorporated by reference into the Annual Report on Form 10-K for the year ended October 31, 2025. You should refer to our Amended and Restated Articles of Incorporation, Bylaws and the applicable provisions of the Florida General Corporation Law for a complete description.

Common Stock, no par value per share (the “Common Stock”) is the only class of our securities currently registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Articles of Incorporation also authorizes 20,000,000 shares of “blank check” preferred stock, no par value, none of which have been designated or are issued and outstanding as of October 31, 2025.

DESCRIPTION OF COMMON STOCK

The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock at no par value per share.

Dividend Rights

Subject to the prior or equal rights of holders of all classes of stock at the time outstanding having prior or equal rights as to dividends, the holders of our Common Stock may, receive dividends out of funds legally available therefor if our Board of Directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our Board of Directors may determine. We have not paid any dividends on our Common Stock and do not contemplate doing so in the foreseeable future.

Voting Rights

Each holder of the Common Stock is entitled to one vote for each share of Common Stock held by such stockholder.

No Preemptive or Similar Rights

Our Common Stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Liquidation

Upon the dissolution, liquidation or winding up of the Company, after payment or provision for payment of the debts and other liabilities of the Company and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Company upon such dissolution, liquidation or winding up of the Company, the holders of Common Stock shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Transfer Agent

The transfer agent and registrar for our Common Stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598. Their phone number is (212) 828-8436.

Exhibit 10.75

REVENUE PURCHASE AGREEMENT

Agreement dated 9/26/2025 between [LENDER] LLC (“[LENDER]”) and the Merchant listed below (“MERCHANT”)

MERCHANT INFORMATION

Merchant’s Legal Name: HELIOSPACE CORPORATION
D/B/A:
Type of Entity: Corporation						State of Incorporation: Delaware
Federal Tax ID: 82-4652805				Business Phone: (415) 385-6803
Contact Name: GREGORY TOWNSEND DELORY
Mobile: 415-385-6803		Email Address: gdelory@helio.space
Mailing Address: [REDACTED]							Zip: [REDACTED]
Physical Address: 2448 6TH ST							Zip: 94710
Purchase Price: $63,000.00	Purchased Percentage: 3.69%				Purchased Amount: 91,980.00
Payment Frequency: Custom Weekly			Remittance: 3,066.00

All values are in US Dollars.

Merchant hereby sells, assigns, and transfers to [LENDER] (making [LENDER] the absolute owner) in consideration of the Purchase Price specified above, the Purchased Percentage of all of Merchant’s future accounts, contract rights and other entitlements arising from or relating to the payment of monies from Merchant’s customer’s and/or other third party payors (the “Receipts” defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Merchant’s business), for the payments due to Merchant as a result of Merchant’s sale of goods and/or services (the “Transactions”) until the Purchased Amount has been delivered by or on behalf of Merchant to [LENDER].

Merchant is selling a portion of a future revenue stream to [LENDER] at a discount, not borrowing money from [LENDER], therefore there is no interest rate or payment schedule and no time period during which the Purchased Amount must be collected by [LENDER]. The Remittance is a good faith estimate of (a) Purchased Percentage multiplied -by (b) the daily average revenues of Seller during the previous calendar month divided by (c) the number of business days in the calendar month. Merchant going bankrupt or going out of business, or experiencing a slowdown in business, or a delay in collecting its receivables, in and of itself, does not constitute a breach of this Agreement. [LENDER] is entering this Agreement knowing the risks that Merchant’s business may slow down or fail, and [LENDER] assumes these risks based on Merchant’s representations, warranties and covenants in this Agreement, which are designed to give [LENDER] a reasonable and fair opportunity to receive the benefit of its bargain. Merchant and Guarantor are only guaranteeing their performance of the terms of this Revenue Purchase Agreement, and are not guaranteeing the payment of the Purchased Amount. The initial Remittance shall be as described above. The Remittance is subject to adjustment as set forth in Paragraph 1.4.

[LENDER] will debit the Remittance each business day from only one depositing bank account, which account must be acceptable to, and pre-approved by, [LENDER] (the “Ac- count”) into which Merchant and Merchant’s customers shall remit the Receipts from each Transaction, until such time as [LENDER] receives payment in full of the Purchased Amount. Merchant hereby authorizes [LENDER] to ACH debit the Agreed Remittance from the Account on the agreed upon Payment Frequency; a daily basis means any day that is not a United States banking holiday. [LENDER]’s payment of the Purchase Price shall be deemed the acceptance and performance by [LENDER] of this Agreement. Merchant understands that it is responsible for ensuring that the Agreed Remittance to be debited by [LENDER] remains in the Account and will be held responsible for any fees incurred by [LENDER] resulting from a rejected ACH attempt or an Event of Default. [LENDER] is not responsible for any overdrafts or rejected transactions that may result from [LENDER]’s ACH debiting the Agreed Remittance under the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement be- tween [LENDER] and Merchant, upon the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS the Purchased Percentage shall equal 100%. A list of all fees applicable under this Agreement is contained in Appendix A.

THE MERCHANT AGREEMENT “TERMS AND CONDITIONS”, THE “SECURITY AGREEMENT AND GUARANTY” AND THE “ADMINISTRATIVE FORM HEREOF, ARE ALL HEREBY INCORPORATED IN AND MADE A PART OF THIS MERCHANT AGREEMENT.

FOR THE MERCHANT (#1)	By:	GREGORY<br>TOWNSEND DELORY		/s/ GREGORY<br>TOWNSEND DELORY
		(Print Name)	(Title)	(Signature)
FOR THE MERCHANT (#2)	By:	PAUL STUART<br>TURIN		/s/ PAUL STUART<br>TURIN
		(Print Name)	(Title)	(Signature)
BY THE OWNER (#1)	By:	GREGORY<br>TOWNSEND DELORY		/s/ GREGORY<br>TOWNSEND DELORY
		(Print Name)	(Title)	(Signature)
BY THE OWNER (#2)	By:	PAUL STUART<br>TURIN		/s/ PAUL STUART<br>TURIN
		(Print Name)	(Title)	(Signature)

MERCHANT AGREEMENTTERMS AND CONDITIONS

1 TERMS OF ENROLLMENT INPROGRAM

1.1 MerchantDeposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to [LENDER] with a Bank acceptable to [LENDER] to obtain electronic fund transfer services for the Account, and (B) if applicable, execute an agreement acceptable to [LENDER] with a credit and debit card processor (the “Processor”) instructing the Processor to deposit all Receipts into the Account. Merchant shall provide [LENDER] and/or its au-thorized agent(s) with all of the information, authorizations and passwords necessary for verifying Merchant’s receivables, receipts, deposits and withdrawals into and from the Account. Merchant hereby authorizes [LENDER] and/or its agent(s) to withdraw from the Account via ACH debit the amounts owed to [LENDER] for the receipts as specified herein and to pay such amounts to [LENDER]. These authorizations apply not only to the approved Account but also to any subsequent or alternate account used by the Merchant for these deposits, whether pre- approved by [LENDER] or not. This addi-tional authorization is not a waiver of [LENDER]’s entitlement to declare this Agreement breached by Merchant as a result of its usage of an account which [LENDER] did not first pre-approve in writing prior to Merchant’s usage thereof. The aforementioned authorizations shall be irrevocable without the written consent of [LENDER].

1.2 Termof Agreement. This Agreement shall remain in full force and effect until the entire Purchased Amount and any other amounts due are received by [LENDER] as per the terms of this Agreement.

1.3 FuturePurchase of Increments. Subject to the terms of this Agreement, [LENDER] offers to purchase additional Receipts in the “Increments” stated in on Page 1 of this Agreement, if any. [LENDER] reserves the right to delay or rescind the offer to purchase any Increment or any additional Re-

ceipts, in its sole and absolute discretion.

1.4 Adjustmentsto the Remittance. If an Event of Default has not occurred, Merchant may give written notice to [LENDER] to request a decrease in the Remittance. The amount shall be decreased if the amount received by [LENDER] was more than the Purchased Percentage of all revenue of Merchant since the date of this Revenue Purchase Agreement. The Remittance shall be modified to more closely reflect the Merchant’s actual receipts by multiplying the Merchant’s actual receipts by the Purchased Percentage divided by the number of business days in the previous (2) calendar weeks. Seller shall provide [LENDER] with Bank statements as well as all information reasonably requested by [LENDER] to properly calculate the Merchant’s Remittance. Merchant may request a reconciliation at any time, by written notice.

1.5 FinancialCondition. Merchant and Guarantor(s) (as hereinafter defined and limited) authorize [LENDER] and its agents to investigate their finan-cial responsibility and history, and will provide to [LENDER] any authorizations, bank or financial statements, tax returns, etc., as [LENDER] deems necessary in its sole and absolute discretion prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as ac-ceptable as an authorization for release of financial and credit information. [LENDER] is authorized to update such information and financial and credit profiles from time to time as it deems appropriate.

1.6 TransactionalHistory. Merchant authorizes all of its banks, brokers and processor to provide [LENDER] with Merchant’s banking, brokerage and/ or processing history to determine qualification or continuation in this program and for collections purposes. Merchant shall provide [LENDER] with copies of any documents related to Merchant’s card processing activity or financial and banking affairs within five days after a request from [LENDER].

1.7 Indemnification. Merchant and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its officers, directors and shareholders against all losses, damages, claims, liabilities and expenses (including reasonable attorney’s fees) incurred by Processor resulting from (a) claims asserted by [LENDER] for monies owed to [LENDER] from Merchant and (b) actions taken by Processor in reliance upon any fraudulent, misleading or decep-tive information or instructions provided by [LENDER].

1.8 NoLiability. In no event will [LENDER] be liable for any claims asserted by Merchant or Guarantors under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by both Merchant and Guarantor(s). In the event these claims are nonetheless raised, Merchant and Guarantors will be jointly liable for all of [LENDER]’s at-torney’s fees and expenses resulting therefrom.

1.9 Relianceon Terms. Section 1.1, 1.6, 1.7, 1.8 and 2.5 of this Agreement are agreed to for the benefit of Merchant, [LENDER], Processor, and Mer-chant’s bank and notwithstanding the fact that Processor and the bank is not a party of this Agreement, Processor and the bank may rely upon their terms and raise them as a defense in anyaction.

1.10 Saleof Receipts. Merchant and [LENDER] agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from [LENDER] to Merchant. Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. [LENDER] has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to [LENDER] in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that [LENDER] has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and [LENDER] shall promptly refund to Merchant any interest received by [LENDER] in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that [LENDER] not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

1.11 Powerof Attorney. Merchant irrevocably appoints [LENDER] as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to [LENDER] from Processor, or in the case of a violation by Merchant of Section 1or the oc-currence of an Event of Default under Section 3 hereof, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, notes, drafts, instruments, docu- ments or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Merchant’s name on any invoice, bill of lading, or assignment di-recting customers or account debtors to make payment directly to [LENDER]; and (v) to contact Merchant’s banks and financial institutions us- ing Merchant and Guarantor(s) personal information to verify the existence of an account and obtain account balances (vi) to file any claims or take any action or institute any proceeding which [LENDER] may deem necessary for the collection of any of the unpaid Purchased Amount from the Collateral or otherwise to enforce its rights with respect to payment of the Purchased Amount.

1.12 Protectionsagainst Default. The following Protections 1 through 8 may be invoked by [LENDER] immediately and without notice to Merchant in the event: (a) Merchant takes any action to discourage the use of electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks or other payments or deposits for the purchase of Merchant’s services and products including but not limited to direct deposit of any checks into a bank account without scanning into the [LENDER] electronic check processor; (b) Merchant changes its arrangements with Processor or the Bank in any way that is adverse or unacceptable to [LENDER]; (c) Merchant changes the electronic check processor through which the Receipts are settled from Processor to another electronic check processor, or permits any event to occur that could cause diversion of any of Merchant’s check or deposit transactions to another processor; (d) Merchant inten-tionally interrupts the operation of this business transfers, moves, sells, disposes, or otherwise conveys its business and/or assets without (i) the express prior written consent of [LENDER], and (ii) the written agreement of any [LENDER] or transferee to the assumption of all of Merchant’s obliga-tions under this Agreement pursuant to documentation satisfactory to [LENDER]; (e) Merchant takes any action, fails to take any action, or offers any in-centive— economic or otherwise—the result of which will be to induce any customer or customers to pay for Merchant’s services with any means other than payments, checks or deposits that are settled through Processor; or (f) Merchant fails to provide [LENDER] with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from [LENDER]. These protections are in addition to any other remedies available to [LENDER] at law, in equity or otherwise pursuant to this Agreement.

Protection 1. The full uncollected Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement and the attached Security Agreement become due and payable in full immediately.

Protection 2. [LENDER] may enforce the provisions of the Limited Personal Guaranty of Performance against the Guarantor(s).

Protection 3. Merchant hereby authorizes [LENDER] to execute in the name of the Merchant a Confession of Judgment in favor of [LENDER] in the amount of Purchased Amount stated in the Agreement. Upon an Event of Default, [LENDER] may enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon.

Protection 4. [LENDER] may enforce its security interest in the Collateral.

Protection 5. The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to [LENDER] from Merchant.

Protection6. [LENDER] may proceed to protect and enforce its right and remedies by lawsuit. In any such lawsuit, if [LENDER] recovers a Judgment against Merchant, Merchant shall be liable for all of [LENDER]’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs.

Protection7. This Agreement shall be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to [LENDER]. Upon breach of any provision in this Agreement, [LENDER] may exercise its rights under this Assignment of Lease without prior Notice to Merchant. Protection 8. [LENDER] may debit Merchant’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Merchant’s bank account or otherwise for all sums due to [LENDER].

1.13 Protectionof Information. Merchant and each person signing this Agreement on behalf of Merchant and/or as Owner or Guarantor, in respect of himself or herself personally, authorizes [LENDER] to disclose information concerning Merchant’s and each Owner’s and each Guarantor’s credit stand-ing (including credit bureau reports that [LENDER] obtains) and business conduct only to agents, affiliates, subsidiaries, and credit reporting bureaus. Merchant and each Owner and each Guarantor hereby and each waives to the maximum extent permitted by law any claim for damages against [LENDER] or any of its affiliates relating to any (i)investigation undertaken by or on behalf of [LENDER] as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.

1.14 **Confidentiality.**Merchant understands and agrees that the terms and conditions of the products and services offered by [LENDER], including this Agreement and any other [LENDER] documents (collectively, “Confidential Information”) are proprietary and confidential information of [LENDER]. Ac-cordingly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of [LENDER] to any person other than an attorney, accountant, financial advisor or employee of Merchant who needs to know such information for the purpose of advising Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising Merchant and first agrees in writing to be bound by the terms of this section. A breach hereof entitles [LENDER] to not only damages and reasonable attorney’s fees but also to both a Temporary Restraining Order and a Preliminary Injunction without Bond or Security.

1.15 Publicity. Merchant and each of Merchant’s Owners and all Guarantors heretoall hereby authorizes [LENDER] to use its, his or her name in listings of clients and in advertising and marketing materials.

1.16 D/B/A’s. Merchant hereby acknowledges and agrees that [LENDER] may be using “doing business as” or “d/b/a” names in connection with vari-ous matters relating to the transaction between [LENDER] and Merchant, including the filing of UCC-1 financing statements and other notices or filings.

2 REPRESENTATIONS, WARRANTIES ANDCOVENANTS

Merchant represents warrants and covenants that, as of this date and during the term of this Agreement:

2.1 FinancialCondition and Financial Information. Merchant’s and Guarantors’ bank and financial statements, copies of which have been furnished to [LENDER], and future statements which will be furnished hereafter at the discretion of [LENDER], fairly represent the financial condition of Merchant at such dates, and since those dates there has been no material adverse changes, financial or otherwise, in such condition, operation or ownership of Mer- chant. Merchant and Guarantors have a continuing, affirmative obligation to advise [LENDER] of any material adverse change in their financial condition, operation or ownership. [LENDER] may request statements at any time during the performance of this Agreement and the Merchant and Guarantors shall provide them to [LENDER] within five business days after request from [LENDER]. Merchant’s or Guarantors’ failure to do so is a material breach of this Agreement.

2.2 GovernmentalApprovals. Merchant is in compliance and shall comply with all laws and has valid permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged and/or will engage in hereafter.

2.3 Authorization. Merchant, and the person(s) signing this Agreement on behalf of Merchant, have full power and authority to incur and perform the obligations under this Agreement, all of which have been dulyauthorized.

2.4 Useof Funds. Merchant agrees that it shall use the Purchase Price for business purposes and not for personal, family, or household purposes.

2.5 ElectronicCheck Processing Agreement. Merchant will not change its Processor, add terminals, change its financial institution or bank account(s)or take any other action that could have any adverse effect upon Merchant’s obligations under this Agreement, without [LENDER]’s prior written consent. Any such changes shall be a material breach of this Agreement.

2.6 Changeof Name or Location. Merchant will not conduct Merchant’s businesses under any name other than as disclosed to the Processor and [LENDER], nor shall Merchant change any of its places of business without prior written consent by [LENDER].

2.7 DailyBatch Out. Merchant will batch out receipts with the Processor on a dailybasis if applicable.

2.8 EstoppelCertificate. Merchant will at every and all times, and from time to time, upon at least one (1) day’s prior notice from [LENDER] to Merchant, execute, acknowledge and deliver to [LENDER] and/or to any other person, firm or corporation specified by [LENDER], a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Purchased Amount or any portion thereof has been repaid.

2.9 NoBankruptcy. As of the date of this Agreement, Merchant is not insolvent and does not contemplate filing for bankruptcy in the next six months and has not consulted with a bankruptcy attorney or filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against Merchant. Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it.

2.10 UnencumberedReceipts. Merchant has good, complete, unencumbered and marketable title to all Receipts, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of [LENDER].

2.11 BusinessPurpose. Merchant is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family or household purposes.

2.12 Defaultsunder Other Contracts. Merchant’s execution of, and/or performance under this Agreement, will not cause or create an event of default by Merchant under any contract with another person or entity.

2.13 Good Faith. Merchant and Guarantors hereby affirm that Merchant is receiving the Purchase Price and selling [LENDER] the Purchased Amount in good faith and will use the Purchase Price funds to maintain and grow Merchant’s business.

3 EVENTS OF DEFAULT ANDREMEDIES

3.1 Events of Default**.** The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

(a) Merchant or Guarantor shall violate any term or covenant in this Agreement;

(b) Any representation or warranty by Merchant in this Agreement shall prove to have been incorrect, false or misleading in any material respect when made;

(c) the sending of notice of termination by Merchant or verbally notifying [LENDER] of its intent to breach this Agreement;

(d) the Merchant fails to give [LENDER] 24 hours advance notice that there will be insufficient funds in the account such that the ACH of the Remittance amount will not be honored by Merchant’s bank, and the Merchant fails to supply all requested documentation and allow for daily and/or real time monitoring of its bank account;

(f) Merchant shall transfer or sell all or substantially all of its assets;

(g) Merchant shall make or send notice of any intended bulk sale or transfer by Merchant;

(h) Merchant shall use multiple depository accounts without the prior written consent of [LENDER]

(i) Merchant shall change its depositing account without the prior written consent of [LENDER]; or

(j) Merchant shall close its depositing account used for ACH debits without the prior written consent of [LENDER]

(k) Merchant’s bank returns a code other than NSF cutting [LENDER] from its collections

(l) Merchant has 5 bounced payments or stops payments to [LENDER]

(m) Merchant shall default under any of the terms, covenants and conditions of any other agreement with [LENDER].

3.2 LimitedPersonal Guaranty In the Event of a Default, [LENDER] will enforce its rights against the Guarantors of this transaction. Said Guarantors will be jointly and severally liable to [LENDER] for all of [LENDER]’s losses and damages, in additional to all costs and expenses and legal fees associated with such enforcement.

3.3 **Remedies.**In case any Event of Default occurs and is not waived pursuant to Section 4.4. hereof, [LENDER] may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement or other provision contained herein, or to enforce the discharge of Merchant’s obligations hereunder (including the Guaranty) or any other legal or equitable right or remedy. All rights, powers and remedies of [LENDER] in connection with this Agreement may be exercised at any time by [LENDER] after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law orequity.

3.4 Costs. Merchant shall pay to [LENDER] all reasonable costs associated with (a) an Event or Default, (b) breach by Merchant of the Covenants in this Agreement and the enforcement thereof, and(c) the enforcement of [LENDER]’s remedies set forth in this Agreement, including but not limited to court costs and attorney’s fees.

3.5 RequiredNotifications. Merchant is required to give [LENDER] written notice within 24 hours of any filing under Title ll of the United States Code. Merchant is required to give [LENDER] seven days’ written notice prior to the closing of any sale of all or substantially all of the Merchant’s assets or stock.

4 MISCELLANEOUS

4.1 Modifications;Agreements. No modification, amendment, waiver or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by [LENDER].

4.2 Assignment. [LENDER] may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in part.

4.3 **Notices.**All notices, requests, consents, demands and other communications hereunder shall be delivered by certified mail, return receipt re-quested, to the respective parties to this Agreement at the addresses set forth in this Agreement. Notices to [LENDER] shall become effective only upon receipt by [LENDER]. Notices to Merchant shall become effective three days after mailing.

4.4 WaiverRemedies. No failure on the part of [LENDER] to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

4.5 BindingEffect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Merchant, [LENDER] and their respective successors and assigns, except that Merchant shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of [LENDER] which consent may be withheld in [LENDER]’s sole discretion. [LENDER] reserves the rights to assign this Agreement with or without prior written notice to Merchant. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shall, if [LENDER] so elects, be instituted in any court sitting in New York, (the “Acceptable Forums”). Merchant agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Merchant waives any right to oppose any motion or application made by [LENDER] to transfer such proceeding to an Acceptable Forum. Merchant agrees that [LENDER] may serve Merchant with process via certified mail by depositing into a United States Postal Service depositary, a properly postage envelope addressed to Merchant at its address listed herein (or such other address that Merchant specifically requests in writing that [LENDER] substitute in place of the address listed herein).

4.6 Survivalof Representation, etc. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated.

4.7 Interpretation. All Parties hereto have reviewed this Agreement with attorney of their own choosing and have relied only on their own attorneys’ guidance and advice. No construction determinations shall be made against either Party hereto as drafter.

4.8 Severability. In case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired.

4.9 EntireAgreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions hereof.

This Agreement and the Security Agreement and Guaranty hereto embody the entire agreement between Merchant and [LENDER] and supersede all prior agreements and understandings relating to the subject matter hereof.

4.10 JURYTRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING INCONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THEENFORCEMENT HEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITHTHEIR ATTORNEYS.

4.11 CLASSACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (l) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND ( 2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

4.12 Facsimile& Digital Acceptance. Facsimile signatures and digital signatures hereon shall be deemed acceptable for all purposes.

SECURITY AGREEMENT AND GUARANTY

Merchant’s Legal Name: HELIOSPACE CORPORATION
DBA:
Federal Tax ID: 82-4652805
Physical Address: 2448 6TH ST	City: BERKELEY	State: CA	Zip: 94710
Additional Guarantor(s): DELORY, GREGORY ; HELIO CORPORATION ; HELIO ENTERPRISES AND DSINE ; HELIOSPACE CORPORATION ; STELLAR MECHANISMS LLC ; STELLAR SCIENTIFIC ; STELLAR SCIENTIFIC LLC

SECURITY AGREEMENT

SecurityInterest. This Agreement will constitute a security agreement under the Uniform Commercial Code. Merchant and Guarantor(s) grants to [LENDER] a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant’s and/or Guarantor(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to [LENDER] under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant agrees to provide other security to [LENDER] upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover [LENDER]’s entitlements under this Agreement, [LENDER] is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of [LENDER]’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, [LENDER] or an affiliate of [LENDER]. [LENDER] is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder.

This security interest may be exercised by [LENDER] without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. [LENDER] shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, [LENDER] has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the SecuredAssets.

With respect to such security interests and liens, [LENDER] will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from [LENDER] written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor (s) agree(s) that this is a contract of recoupment and [LENDER] is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, Merchant and Guarantor(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by [LENDER]. Merchant and Guarantor(s) agree(s) to execute and deliver to [LENDER] such instruments and documents [LENDER] may reasonably request to perfect and confirm the lien, security interest and right of set off set forth in this Agreement. [LENDER] is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s) name.

Merchant and Guarantor(s) each acknowledge and agree that any security interest granted to [LENDER] under any other agreement between Merchant or Guarantor(s) and [LENDER] (the “Cross-Collateral”) will secure the obligations here under and under the Merchant Agreement. Merchant and Guarantor(s) each agrees to execute any documents or take any action in connection with this Agreement as [LENDER] deems necessary to perfect or maintain [LENDER]’s first priority security interest in the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s) each hereby authorizes [LENDER] to file any financing statements deemed necessary by [LENDER] to perfect or maintain [LENDER]’s security interest. Merchant and Guarantor(s) shall be liable for, and [LENDER] may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by [LENDER] in protecting, preserving and enforcing [LENDER]’s security interest and rights.

Negative Pledge. Merchant and Guarantor(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Additional Collateral, asapplicable.

Consentto Enter Premises and Assign Lease. [LENDER] shall have the right to cure Merchant’s default in the payment of rent on the following terms. In the event Merchant is served with papers in an action against Merchant for nonpayment of rent or for summary eviction, [LENDER] may execute its rights and remedies under the Assignment of Lease. Merchant also agrees that [LENDER] may enter into an agreement with Merchant’s landlord giving [LENDER] the right: (a) to enter Merchant’s premises and to take possession of the fixtures and equipment therein for the purpose of protecting and preserving same; and/or (b) to assign Merchant’s lease to another qualified business capable of operating a business comparable to Merchant’s at such premises.

Remedies. Upon any Event of Default, [LENDER] may pursue any remedy available at law (including those available under the provisions of the UCC), or in equity to collect, enforce, or satisfy any obligations then owing to [LENDER], whether by acceleration or otherwise.

GUARANTY OF PERFORMANCE

THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE “MERCHANT AGREEMENT”, INCLUDING THE “TERMS AND CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE MERCHANT AGREEMENT, INCLUDING THE TERMS ANDCONDITIONS.

[LENDER] As an additional inducement for [LENDER] to enter into this Agreement, the undersigned Guarantor(s) hereby provides [LENDER] with this Guaranty. Guarantor(s) will not be personally liable for any amount due under this Agreement unless Merchant commits an Event of Default pursuant to Paragraph 3.1 of this Agreement. Each Guarantor shall be jointly and severally liable for all amounts owed to [LENDER] in the Event of Default. Guarantor(s) guarantee Merchant’s good faith, truthfulness and performance of all of the representations, warranties, covenants made by Merchant in this Agreement as each may be renewed, amended, extended or otherwise modified (the “Guaranteed Obligations”). Guarantor’s obligations are due at the time of any breach by Merchant of any representation, warranty, or covenant made by Merchant in theAgreement.

Guarantor Waivers. In the event of a breach of the above, [LENDER] may seek recovery from Guarantors for all of [LENDER]’s losses and damages by enforcement of [LENDER]’s rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral or Additional Collateral [LENDER] may hold pursuant to this Agreement or any other guaranty.

[LENDER] does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Merchant’s failure to pay timely any amount required under the Merchant Agreement; (ii) any adverse change in Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; (iv) [LENDER]’s acceptance of this Agreement; and (v) any renewal, extension or other modification of the Merchant Agreement or Merchant’s other obligations to [LENDER]. In addition, [LENDER] may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Merchant Agreement or Merchant’s other obligations to [LENDER]; (ii) release Merchant from its obligations to [LENDER]; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Purchased Amount and Merchant’s other obligations to [LENDER] under the Merchant Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subordination; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that [LENDER] must return any amount paid by Merchant or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount.

GuarantorAcknowledgement. The terms of section 4.5 in the Agreement shall also apply to Guarantor. [LENDER] may serve Guarantor with process via certified mail be depositing into a United States Postal Service depositary, a properly postage envelope addressed to Guarantor at his or her last know address (or such other address that Guarantor specifically requests in writing that [LENDER] utilize for this purpose). Guarantor acknowledges that: (i) He/She is bound by the Class Action Waiver provision in the Merchant Agreement Terms and Conditions; (ii) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.

FOR THE MERCHANT (#1)	By:	GREGORY TOWNSEND DELORY		/s/ GREGORY TOWNSEND DELORY	###-##-####
Driver’s License Number		[REDACTED]	(Print Name)	(Signature)	(SSN#)
FOR THE MERCHANT (#2)	By:	PAUL STUART TURIN		/s/ PAUL STUART TURIN	###-##-####
Driver’s License Number		[REDACTED]	(Print Name)	(Signature)	(SSN#)
By OWNER (#1)	By:	GREGORY TOWNSEND DELORY		/s/ GREGORY TOWNSEND DELORY	###-##-####
Driver’s License Number		[REDACTED]	(Print Name)	(Signature)	(SSN#)
By OWNER (#2)	By:	PAUL STUART TURIN		/s/ PAUL STUART TURIN	###-##-####
Driver’s License Number		[REDACTED]	(Print Name)	(Signature)	(SSN#)
FOR THE GURANTOR(S)	By:	GREGORY TOWNSEND DELORY		/s/ GREGORY TOWNSEND DELORY	###-##-####
Driver’s License Number		[REDACTED]	(Print Name)	(Signature)	(SSN#)
FOR THE GURANTOR(S)	By:	PAUL STUART TURIN		/s/ PAUL STUART TURIN	###-##-####
Driver’s License Number		[REDACTED]	(Print Name)	(Signature)	(SSN#)

APPENDIX A - THE FEE STRUCTURE:

A.	Origination Fee $3,035.00 to cover cost of Origination and ACH Setup.
B.	NSF Fee (Standard) $100.00 (each)
---	---
FOR THE MERCHANT (#1) By:	GREGORY<br>TOWNSEND DELORY	/s/ GREGORY<br>TOWNSEND DELORY
---	---	---	---
	(Print Name)	(Signature)	(Title)
FOR THE MERCHANT (#2) By:	PAUL STUART<br>TURIN	/s/ PAUL STUART<br>TURIN
	(Print Name)	(Signature)	(Title)

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBITS)

PAYMENTS WILL APPEAR ONYOUR BANK STATEMENTS AS ” [LENDER]” and/or “[LENDER]” DEFINITIONS:

[LENDER]: [LENDER], LLC

Seller:	HELIOSPACE CORPORATION	Tax ID: 82-4652805
	(Merchant’s Legal Name)

Merchant Agreement: Merchant Agreement between [LENDER] and Seller, datedas of 9/26/2025.

DESIGNATED CHECKING ACCOUNT:

Bank Name: J.P. MORGAN CHASE BANK, N.A.	Branch:
ABA: Routing: 322271627	DDA: Account: [REDACTED]

Capitalized terms used in this Authorization Agreement without definition shall have the meanings set forth in the Merchant Agreement.

By signing below, Seller attests that the Designated Checking Account was established for business purposes and not primarily for personal, family or household purposes. This Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) is part of (andincorporated by reference into) the Merchant Agreement. Seller should keep a copy of this important legal document for Seller’srecords.

DISBURSMENT OF ADVANCE PROCEEDS. By signing below, Seller authorizes [LENDER] to disburse the Advance proceeds less the amount of any applicable fees upon Advance approval by initiating ACH credits to the Designated Checking Account, in the amounts and at the times specified in the Merchant Agreement. By signing below, Seller also authorizes [LENDER] to collect amounts due from Seller under the Merchant Agreement by initiatingACH debits to the Designated Checking Account, as follows:

In the amount of: $3,066.00

(Or) Percentage of each Banking Deposit: 3.69%

On the Following Days: Thursday

If any payment date falls on a weekend or holiday, I understand and agree that the payment may be executed on the next business day. If a payment is rejected by Seller’s financial institution for any reason, including without limitation insufficient funds, Seller understands that [LENDER] may, at its discretion, attempt to process the payment again as permitted under applicable ACH rules. Seller also authorizes [LENDER] to initiate ACH entries to correct any erroneous payment transaction.

MISCELLANEOUS. [LENDER] is not responsible for any fees charged by Seller’s bank as the result of credits or debits initiated under this Authorization Agreement. The origination of ACH debits and credits to the Designated Checking Account must comply with applicable provisions of state and federal law, and the rules and operating guidelines of NACHA (formerly known as the National Automated Clearing House Association).

This Authorization Agreement is to remain in full force and effect until [LENDER] has received written notification from Seller at the address set forth be- low at least 5 banking days prior of its termination to afford [LENDER] a reasonable opportunity to act on it. The individual signing below on behalf of Seller certifies that he/she is an authorized signer on the Designate Checking Account. Seller will not dispute any ACH transaction initiated pursuant to this Authorization Agreement, provided the transaction corresponds to the terms of this Authorization Agreement. Seller requests the financial institution that holds the Designated Checking Account to honor all ACH entries initiated in accordance with this Authorization Agreement.

Seller:	HELIOSPACE CORPORATION
	(Merchant’s Legal Name)
Title:
---
X	/s/ GREGORY TOWNSEND DELORY
---	---
	(Signature)
Print Name:	GREGORY TOWNSEND DELORY
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Dear Merchant,

Thank you for accepting an offer from [LENDER] LLC. We are looking forward to building a relationship with your business that al lows you to reach and exceed your goals. Please note that prior to funding your account, our Underwriting department needs to see the most recent balance and activity information in real-time as a fraud countermeasure and in order to ensure the health of your business aligns with the terms of your offer. For your convenience, we have three secure options for you to choose from to complete this step. After being completed and executed, you can fax the agreement to [REDACTED]

Option 1) Please provide information required for read-only access* to your business account.

Bank portalwebsite:

Username:

Password:

Security Question/Answer1:

Security Question/Answer2:

Security Question/Answer3:

Any other information necessary to access your account:

Option 2) Provide an emailaddress which will receive a secure 3rd party link, allowing you to log in on your own machine through industry standard Decision Logic.(https://www.decisionlogic.com/)

Your valid email address (please ensure correct spelling and case sensitivity):

Option 3) You may call into a secure line to complete this step with a live representative. Secure Verification Number: 833-[LENDER] FUND

* Read only access can be easily arranged by calling your Bank, allowing our underwriters to view account information without being able to transfer, debit or otherwise access funds.

ISO on file: [REDACTED]
ISO Rep on file:
[REDACTED]

Exhibit 10.76

[LENDER] LLC

STANDARD MERCHANT CASH ADVANCE AGREEMENT

This is an Agreement dated 9/30/2025 by and between [LENDER] LLC (“[LENDER]”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).

Merchant’s Legal Name:	HELIOSPACE CORPORATION
D/B/A/:	HELIOSPACE CORPORATION	Fed ID #:	82-4652805
---	---	---	---
Type of Entity:	CORP
Business Address:	2448 6TH ST	City:	BERKELEY	State:	CA	Zip:	94710
---	---	---	---	---	---	---	---
Contact Address:	[REDACTED]	City:	SAN FRANCISCO	State:	CA	Zip:	[REDACTED]
E-mail Address:	GDELORY@HELIO.SPACE	Phone Number:
Purchase Price<br><br> <br>This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). This amount may be paid in installments if there is an Addendum stating that it will be paid in installments.	$60,000.00
---	---
Receivables Purchased Amount<br><br> <br>This is the amount of Receivables (defined in Section 1 below) being sold. This amount may be sold in installments if there is an Addendum stating that it will be sold in installments.	$89,940.00 %
	Specified Percentage<br><br> <br>This isthe percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full.	6.34
NetFunds Provided<br><br> <br>This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments.	$55,000.00
Net Amount to Be Received Directly by Merchant(s)<br><br> <br>This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to any Addendum to this Agreement. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments. If any deduction is being made from the Purchase Price to pay off another obligation by Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to change based on any change in the amount of the other obligation(s) to be paid off.	$55,000.00
Initial Estimated Payment<br> This is the initial amount of periodic payments collected from Merchant(s) as an approximation of no more than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 below.	$4,996.67<br><br> per WEEK

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TERMSAND CONDITIONS

**1.**Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to [LENDER] (making [LENDER] the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from each Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchant’s business), for the payment of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by Merchant(s) to [LENDER]. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by [LENDER], each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of [LENDER] and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for [LENDER] and that each Merchant will hold Receivables in trust for [LENDER] in its capacity as a fiduciary for [LENDER].

The Receivables Purchased Amount shall be paid to [LENDER] by each Merchant irrevocably authorizing only one depositing account acceptable to [LENDER] (the “Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as [LENDER] receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes [LENDER] to ACH debit in one or more ACH transactions the specified remittances and any applicable fees listed in Section 2 from the Account on a daily basis (unless a different frequency is provided for herein) as of the next business day after the date of this Agreement and will provide [LENDER] with all required logins, passwords, access codes, and monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). [LENDER] is not responsible for any overdrafts or rejected transactions that may result from [LENDER]’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of the Receivables collected by [LENDER] exceeds the amount of the Purchase Price, [LENDER] will be permitted not to treat any amount collected under this Agreement as profit for taxation and accounting purposes.

2.Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to [LENDER] for the following fees, where applicable:

A.	$5,000.00 - Origination Fee. This will be deducted from payment of the Purchase Price.
B.	Wire Fee - Merchant(s) shall receive funding electronically to the<br>Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.
---	---
C.	NSF/Rejected ACH Fee - $100.00 for each time an ACH debit to the Account by [LENDER] is returned
---	---

or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives [LENDER] notice no more than one business day in advance that the Account will have insufficient funds to be debited by [LENDER] and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by [LENDER] or may be collected in addition to any other payment collected by [LENDER] under this Agreement.

D.	Default Fee - $5,000.00 -<br>if an Event of Default has taken place under Section 30.
E.	UCC Fee - $195.00 – to cover [LENDER] filing a UCC-1 financing<br>statement to secure its interest in the Receivables Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is<br>terminated.
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F.	$_______ - compliance with applicable disclosure requirements. This will be deducted from<br> payment of the Purchase Price.
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G.	Monthly Service Fee. Unless waived by Buyer, Seller agrees<br>to pay a monthly service fee of $299.00 per month until the full Purchased Amount is delivered to Buyer.
---	---
H.	Court costs, arbitration fees, collection agency fees, attorney<br>fees, expert fees, and any other expenses incurred in litigation, arbitration, or the enforcement of any of [LENDER]’s legal or contractual<br>rights against each Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement.
---	---

3. Estimated Payments**.** Instead of debiting the Specified Percentage of Merchant’s Receivables, [LENDER] may instead debit an “Estimated Payment” from the Account every WEEK. The Estimated Payment is intended to be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $4,996.67, subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, [LENDER] is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because [LENDER] was closed that day, to make up for any previous Estimated Payment that was not collected because the debit did not clear for any reason, to collect any amount due resulting from a reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to collect any amount due as a result of an Event of Default defined in Section 30.

Page 2 of 20

Upon one day’s advance written notice to Merchant(s), [LENDER] may elect to change the frequency of the Estimated Payment as applicable from daily to weekly or from weekly to daily. If the frequency of the Estimated Payment is being changed from weekly to daily, then the amount of the daily Estimated Payment will be one fifth of the amount of the weekly Estimated Payment. If the frequency of the Estimated Payment is being changed from daily to weekly, then the amount of the weekly Estimated Payment will be five times of the amount of the daily Estimated Payment. No Estimated Payment will be debited on a daily basis during a week in which a weekly payment was already successfully collected. If any Estimated Payment was debited from the Account on a daily basis, then any Estimated Payment debited on a weekly basis during that week must be reduced by the total of all daily payments already successfully collected for that week so that the debit for that weekly Estimated Payment will not exceed the amount that could be collected if all Estimated Payments for that week were debited on a daily basis.

4.Reconciliation****s. Any Merchant may contact [LENDER]’s Reconciliation Department to request that [LENDER] conduct a reconciliation in order to ensure that the amount that [LENDER] has collected equals the Specified Percentage of Merchant(s)’s Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of the request to [LENDER] or by sending an e-mail to info@[LENDER]fundingsource.com stating that a reconciliation is being requested. In order to effectuate the reconciliation, any Merchant must produce with its request any and all statements covering the period from the date of this Agreement through the date of the request for a reconciliation and, if available, the login and password for the Account. [LENDER] will complete each reconciliation requested by any Merchant within two business days after receipt of proper notice of a request for one accompanied by the information and documents required for it. [LENDER] may also conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering the period from the date of this Agreement until the date of initiation of the reconciliation, each such reconciliation will be completed within two business days after its initiation, and [LENDER] will give each Merchant written notice of the determination made based on the reconciliation within one business day after its completion. If a reconciliation determines that [LENDER] collected more than it was entitled to, then [LENDER] will credit to the Account all amounts to which [LENDER] was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that [LENDER] collected less than it was entitled to, then [LENDER] will debit from the Account all additional amounts to which [LENDER] was entitled and, if there is an Estimated Payment, increase the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. Nothing herein limits the amount of times that a reconciliation may be requested or conducted.

5.Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to [LENDER], to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide [LENDER] and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize [LENDER] and/or its agent(s) to deduct the amounts owed to [LENDER] for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to [LENDER] by permitting [LENDER] to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent [LENDER]’s written consent until the Receivables Purchased Amount has been paid in full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement.

6.Term of Agreement. The term of this Agreement is indefinite and shall continue until [LENDER] receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.

7.Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to [LENDER] under this Agreement are being made in the ordinary course of each Merchant’s business.

8.Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes [LENDER] and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to [LENDER] any bank or financial statements, tax returns, and other reasonably pertinent documents and records, as requested by [LENDER] prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. [LENDER] is authorized to update such information and financial profiles from time to time as it deems appropriate.

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9. Monitoring,Recording, and Electronic Communications. [LENDER] may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between [LENDER] and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for [LENDER] to enter any Merchant’s premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement.

[LENDER] may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives [LENDER] permission to call or send a text message to any telephone number given to [LENDER] in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/ or any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives [LENDER] permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that [LENDER] will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that [LENDER] has no liability for any such charges.

10.Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of [LENDER]’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. [LENDER] may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to [LENDER]. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize [LENDER], its agents and representatives, and any credit-reporting agency engaged by [LENDER], to (i) investigate any references given or any other statements obtained from or about each Merchant or any of its Owners for the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation to [LENDER] under this Agreement or for [LENDER]’s ability to determine any Merchant’s eligibility to enter into any future agreement with [LENDER]. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation.

Authorizationfor soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to [LENDER] under the Fair Credit Reporting Act, authorizing [LENDER] to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes [LENDER] to obtain such information solely to conduct a pre-qualification for credit.

Authorizationfor hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to [LENDER] under the Fair Credit Reporting Act, authorizing [LENDER] to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes [LENDER] to obtain such information in accordance with a merchant cash advance application.

11.Transactional History. Each Merchant authorizes its bank to provide [LENDER] with its banking and/or credit card processing history.

12. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by [LENDER] for monies owed to [LENDER] from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by [LENDER].

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13.No Liability. In no event will [LENDER] be liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each Merchant and each Guarantor.

14.Sale of Receivables. Each Merchant and [LENDER] agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from [LENDER] to any Merchant. [LENDER] is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in [LENDER] not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. [LENDER] has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to [LENDER] in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each Merchant and each Guarantor acknowledges that [LENDER] does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate. If a court or arbitrator determines that [LENDER] has charged or received interest under this Agreement in excess of the highest rate permitted by applicable law, then the rate in effect under this Agreement will automatically be reduced to the maximum rate permitted by applicable law and [LENDER] will promptly refund to Merchant(s) any amount received by [LENDER] that would otherwise be considered interest in excess of the maximum lawful rate, with it being intended that Merchant(s) not pay or contract to pay and that [LENDER] not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant(s) or received by [LENDER] under applicable law.

15. Powerof Attorney. Each Merchant irrevocably appoints [LENDER] as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to [LENDER] for the benefit of each Merchant and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then each Merchant irrevocably appoints [LENDER] as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to [LENDER] from each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to [LENDER]; and (iv) to file any claims or take any action or institute any proceeding which [LENDER] may deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount.

16.Protections Against Default. The following Protections 1 through 6 may be invoked by [LENDER], immediately and without notice to any Merchant if any Event of Default listed in Section 30 has occurred.

Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately.

Protection 2. [LENDER] may enforce the provisions of the Guarantee against Guarantor. Protection 3. [LENDER] may enforce its security interest in the Collateral identified in Section 29.

Protection 4. [LENDER] may proceed to protect and enforce its rights and remedies by litigation or arbitration.

Protection 5. [LENDER] may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement.

Protection 6. [LENDER] will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to [LENDER] of all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to [LENDER] an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints [LENDER] and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor and account debtor(s) to make payment to [LENDER] as contemplated by this Section.

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17.Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner, in respect of himself or herself personally, authorizes [LENDER] to disclose information concerning each Merchant, Owner and/or Guarantor’s credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum extent permitted by law any claim for damages against [LENDER] or any of its affiliates relating to any (i) investigation undertaken by or on behalf of [LENDER] as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.

18.Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by [LENDER], including this Agreement and any other [LENDER] documents (collectively, “Confidential Information”) are proprietary and confidential information of [LENDER]. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of [LENDER] to any person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 18.

19.D/B/As. Each Merchant hereby acknowledges and agrees that [LENDER] may be using “doing business as” or “d/b/ a” names in connection with various matters relating to the transaction between [LENDER] and each Merchant, including the filing of UCC-1 financing statements and other notices or filings. Each Merchant acknowledges and agrees that this Agreement may be serviced by an affiliate of [LENDER] that may pay part or all of the Purchase Price on behalf of [LENDER] and administer part or all of the ACH debits on behalf of [LENDER] under this Agreement and that [LENDER] will give each Merchant and each Guarantor written notice if any such affiliate will provide services for [LENDER] under this Agreement.

20.Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to [LENDER], and future statements which will be furnished hereafter at the request of [LENDER], fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise [LENDER] of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement.

21.Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged.

22.Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized.

23.Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without [LENDER]’s prior written consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement.

24.Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to [LENDER] or change any place(s) of its business without giving prior written notice to [LENDER].

25. NoBankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it.

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26.Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of [LENDER], other than any for which [LENDER] has actual or constructive knowledge or inquiry notice as of the date of this Agreement.

27.Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than [LENDER] any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior written consent of [LENDER].

28.Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes.

29.Security Interest. To secure each Merchant’s performance obligations to [LENDER] under this Agreement and any future agreement with [LENDER], each Merchant hereby grants to [LENDER] a security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to [LENDER] under any other agreement between any Merchant or Guarantor and [LENDER] (the “Cross-Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross-Collateral, as applicable.

Each Merchant agrees to execute any documents or take any action in connection with this Agreement as [LENDER] deems necessary to perfect or maintain [LENDER]’s security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes [LENDER] to file any financing statements deemed necessary by [LENDER] to perfect or maintain [LENDER]’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to [LENDER] with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with [LENDER]’s rights. Each Merchant shall be liable for and [LENDER] may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by [LENDER] in protecting, preserving, and enforcing [LENDER]’s security interest and rights. Each Merchant further acknowledges that [LENDER] may use another legal name and/or D/B/A or an agent when designating the Secured Party when [LENDER] files the above-referenced financing statement(s).

30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:

(1) Any representation or warranty by any Merchant to [LENDER] proves to have been made intentionally false or misleading in any material respect when made;

(2) Any Merchant causes any ACH debit to the Account by [LENDER] to be blocked or stopped without providing any advance written notice to [LENDER] with an alternative method for [LENDER] to collect the blocked or stopped payment, which notice may be given by e-mail to info@[LENDER]fundingsource.com;

(3) Any Merchant intentionally prevents [LENDER] from collecting any part of the Receivables Purchased Amount; or

(4) Any Merchant causes any ACH debit to the Account by any person or entity other than [LENDER] to be stopped or otherwise returned that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide [LENDER] with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise returned, which notice may be given by e-mail to info@[LENDER]fundingsource.com.

31. Remedies. In case any Event of Default occurs and is not waived, [LENDER] may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations hereunder, or any other legal or equitable right or remedy. All rights, powers, and remedies of [LENDER] in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by [LENDER] after the occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law or equity.

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32. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of [LENDER], which consent may be withheld in [LENDER]’s sole discretion. [LENDER] may assign, transfer, or sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount, and its rights under Section 29 of this Agreement, the Guarantee, and any other agreement, instrument, or document executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or delegate its duties hereunder or thereunder, either in whole or in part. From and after the effective date of any such assignment or transfer by [LENDER], whether or not any Merchant has actual notice thereof, this Agreement and each Related Agreement shall be deemed amended and modified (without the need for any further action on the part of any Merchant or [LENDER]) such that the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the extent provided in the assignment document between [LENDER] and such assignee (the “Assignment Agreement”), have the rights and obligations of [LENDER] under this Agreement and such Related Agreements with respect to the portion of the Receivables Purchased Amount set forth in such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and Additional Collateral, the benefit of each Guarantor’s guaranty regarding the full and prompt performance of every obligation that is a subject of the Guarantee, [LENDER]’s rights under Section 16 of this Agreement (Protections Against Default), and to receive damages from any Merchant following a breach of this Agreement by any Merchant. In connection with such assignment, [LENDER] may disclose all information that [LENDER] has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon [LENDER]’s request.

33.Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may also be given to any Merchant or Guarantor by e-mail to the E-mail Address listed on the first page of this Agreement or by text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone. Each Merchant and each Guarantor must set its spam or junk mail filter to accept e-mails sent by info@creditlinecapitalgroup.com and its domain. This Section is not applicable to service of process or notices in any legal proceedings.

34.Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of New York, that the Purchase Price is being paid by [LENDER] in the State of New York, that the Receivables Purchased Amount is being delivered to [LENDER] in the State of New York, and that the State of New York has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between [LENDER] and each Merchant, and the relationship between [LENDER] and each Guarantor will be governed by and construed in accordance with the laws of the State of New York, without regard to any applicable principles of conflict of laws. Each Merchant agrees that the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement unless a merchant has a principal place of business located in the Commonwealth of Virginia and there is no applicable exemption to the statute. Each Merchant agrees that the provisions of Division 9.5 of the California Financial Code are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of California or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Chapter 27 of Title 7 of the Utah Code are not applicable to this Agreement if the transactions contemplated by this Agreement are not consummated in the State of Utah. Each Merchant agrees that the provisions of Article 8 of the New York Financial Services Law and Part 600, Title 23 of the New York Codes, Rules and Regulations are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of New York or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Part XIII of chapter 559, Florida Statutes are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of Florida or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Part 2 of Article 15 of Chapter 1 of the Code of Georgia are not applicable to this Agreement is no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of Georgia or if there is any applicable exemption to the statute.

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35.Venue and Forum Selection. Any litigation relating to this Agreement, whether sounding in contract, tort, law, equity, or otherwise, or involving [LENDER] on one side and any Merchant or any Guarantor on the other must be commenced and maintained in any court located in the State of New York (the “Acceptable Forums”). The parties agree that the Acceptable Forums are convenient, submit to the jurisdiction of the Acceptable Forums, and waive any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or forum, the parties waive any right to oppose any motion or application made by any party to transfer such litigation to an Acceptable Forum.

36. Jury Waiver. The parties agree to waive trial by jury in any dispute between them.

37.Counterclaim Waiver. In any litigation or arbitration commenced by [LENDER], each Merchant and each Guarantor will not be permitted to interpose any counterclaim.

38.Statutes of Limitations. Each Merchant and each Guarantor agree that any claim, whether sounding in contract, tort, law, equity, or otherwise, that is not asserted against [LENDER] within one year after its accrual will be time barred. Notwithstanding any provision in this Agreement to the contrary, each Merchant and each Guarantor agree that any objection by any of them to the jurisdiction of an arbitrator or to the arbitrability of the dispute and any application made by any of them to stay an arbitration initiated against any of them by [LENDER] will be time barred if made more than 20 days after receipt of the demand for arbitration.

39.Costs and Legal Fees. If an Event of Default occurs or [LENDER] prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and each Guarantor must pay [LENDER]’s reasonable attorney fees, which may include a contingency fee of up to 40% of the amount claimed, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and costs of suit.

40.Prejudgment and Postjudgment Interest. If [LENDER] becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then [LENDER] will be entitled to the recovery of prejudgment interest at a rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, and upon entry of any such judgment, it will accrue interest at a postjudgment rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, which rate will govern over the statutory rate of interest up until actual satisfaction of the judgment.

41.Class Action Waiver. [LENDER], each Merchant, and each Guarantor agree that they may bring claims against each other relating to this Agreement only in their individual capacities, and not as a plaintiff or class action member in any purported class or representative proceedings.

42.Arbitration. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving [LENDER] on one side and any Merchant or any Guarantor on the other, including, but not limited to issues of arbitrability, and including, without limitation, any action or dispute that predates this Agreement, will, at the option of any party to such action or dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered upon the award made pursuant to the arbitration. The arbitration will be administered either by the American Arbitration Association under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.adr.org, by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com, by JAMS under its Streamlined Arbitration Rules & Procedures as are in effect at that time, which rules are available at www.jamsadr.com, by Mediation And Civil Arbitration, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.mcarbitration.org, or by Resolute Systems, LLC under its Financial Dispute Arbitration Rules as are in effect at that time, which rules are available at www.resolutesystems.com. Once an arbitration is initiated with one of these arbitration forums, it must be maintained exclusively before that arbitration forum and no other arbitration forum specified herein may be used. As a prerequisite to making a motion to compel arbitration in any litigation, the party making the motion must first file a demand for arbitration with the chosen arbitration tribunal and pay all required filing and/or administrative fees. If the American Arbitration Association is selected, then notwithstanding any provision to the contrary in its Commercial Arbitration Rules, the Expedited Procedures will always apply and its Procedures for Large, Complex Commercial Disputes will not apply. Notwithstanding any provision to the contrary in the arbitration rules of the arbitration forum selected, the arbitration will be heard by one arbitrator and not by a panel of arbitrators, any arbitration hearing relating to this Agreement must be held in the State of New York, any party, representative, or witness in an arbitration hearing will be permitted to attend, participate, and testify remotely by telephone or video conferencing, and the arbitrator appointed will not be required to be a national of a country other than that of the parties to the arbitration.

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Each Merchant acknowledges and agrees that this Agreement is the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under this Agreement will be made by wire transfer and ACH, which are also instrumentalities of interstate commerce, and that this Agreement therefore evidences a transaction affecting interstate commerce. Accordingly, notwithstanding any provision to the contrary in this Agreement or the arbitration rules of the arbitration forum, all matters of arbitration relating to this Agreement will be governed by and construed in accordance with the provisions of the Federal Arbitration Act, codified as Title 9 of the United States Code, however any application for injunctive relief in aid of arbitration or to confirm an arbitration award may be made under Article 75 of the New York Civil Practice Law and Rules or the laws of the jurisdiction in which the application is made, and the application will be governed by and construed in accordance with the laws under which the application is made, without regard to any applicable principles of conflict of laws. Any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of [LENDER] may elect to have any action or dispute with any Merchant or any Guarantor determined by arbitration as if that employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of [LENDER] was a party to the arbitration agreement contained herein. Any party to a lawsuit in which [LENDER] and any Merchant or any Guarantor are parties may elect to have the matter determined by arbitration as if that party was a party to the arbitration agreement contained herein.

43.Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of this Agreement or any other address(es) provided in writing to [LENDER] by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor also consent to service of process and legal notices made by e-mail to the E-mail Address set forth on the first page of this Agreement or any other e-mail address(es) provided in writing to [LENDER] by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of this Agreement or e-mailed to the E-mail Address set forth on the first page of this Agreement if it does not furnish a certified mail return receipt signed by [LENDER] demonstrating that [LENDER] was provided with notice of a change in the Contact Address or the E-mail Address.

44.Survival of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated unless specified otherwise in this Agreement.

45.Waiver. No failure on the part of [LENDER] to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

46.Independent Sales Organizations/Brokers. Each Merchant and each Guarantor acknowledge that it may have been introduced to [LENDER] by or received assistance in entering into this Agreement or its Guarantee from an independent sales organization or broker (“ISO”). Each Merchant and each Guarantor agree that any ISO is separate from and is not an agent or representative of [LENDER]. Each Merchant and each Guarantor acknowledge that [LENDER] is not bound by any representation, promise, or agreement made by any ISO that is not contained within this Agreement. Each Merchant and each Guarantor exculpate from liability and agree to hold harmless and indemnify [LENDER] and its officers, directors, members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by any Merchant or any Guarantor resulting from any act or omission by any ISO. Each Merchant and each Guarantor acknowledge that any fee that they paid to any ISO for its services is separate and apart from any payment under this Agreement. Each Merchant and each Guarantor acknowledge that [LENDER] does not in any way require the use of an ISO and that any fees charged by any ISO are not required as a condition or incident to this Agreement.

Page 10 of 20

47.Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties.

48.Severability. If any provision or any portion of any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision or portion thereof necessary to make it valid and enforceable will be deemed to be part thereof. If any provision or any portion of any provision of this Agreement is deemed void, all other provisions and portions thereof will remain in effect.

49.Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

50. AttorneyReview; No Construction Against [LENDER]. Each Merchant acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. This Agreement will be construed without regard to the party or parties responsible for the preparation of same and will be deemed as prepared jointly by [LENDER] and each Merchant. Any ambiguity or uncertainty in this Agreement will not be interpreted or construed against any party.

51.Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern.

52.Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies of this Agreement will have the full force and effect of an original.

SIGNATURE(S) TO FOLLOW ON NEXT PAGE

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EACH UNDERSIGNED HEREBY ACCEPTS THETERMS OF THIS AGREEMENT

FOR THE MERCHANT/OWNER(#1)

By:	GREGORY TOWNSEND DELORY	Owner	/s/ GREGORY TOWNSEND DELORY
	(Print Name)	(Print Title)	(Signature)
SS#	[REDACTED]	Driver License Number

FOR THE MERCHANT/OWNER (#2)

By:		Owner
	(Print Name)	(Print Title)	(Signature)
SS#		Driver License Number
Approved for [LENDER] by:
---

Page 12 of 20

GUARANTEE

G1.Guarantee of Performance. This is a guaranty of performance, dated 9/30/2025, of the Standard Merchant Cash Advance Agreement, dated 9/30/2025 (“Agreement”), inclusive of all addenda, if any, executed simultaneously therewith, by and between [LENDER] Funding Source (“[LENDER]”) and HELIOSPACE CORPORATION (“Merchant”). Each undersigned Guarantor hereby guarantees each Merchant’s performance of all of the representations, warranties, and covenants made by each Merchant to [LENDER] in the Agreement, inclusive of all addenda, if any, executed simultaneously herewith, as the Agreement may be renewed, amended, extended, or otherwise modified (the “Guaranteed Obligations”). Each Guarantor’s obligations are due at the time of any breach by any Merchant of any representation, warranty, or covenant made by any Merchant in the Agreement.

G2.Communications. [LENDER] may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Guarantor gives [LENDER] permission to call or send a text message to any telephone number given to [LENDER] in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant’s account over the phone. Each Guarantor also gives [LENDER] permission to communicate such information to them by e-mail. Each Guarantor agrees that [LENDER] will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Guarantor acknowledges that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that [LENDER] has no liability for any such charges.

G3.Guarantor Waivers. If any Event of Default takes place under the Agreement, then [LENDER] may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral [LENDER] may hold pursuant to this Guarantee or any other agreement or guarantee. [LENDER] does not have to notify any Guarantor of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) any Merchant’s failure to pay timely any amount owed under the Agreement; (ii) any adverse change in any Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) [LENDER]’s acceptance of the Agreement with any Merchant; and (v) any renewal, extension, or other modification of the Agreement or any Merchant’s other obligations to [LENDER]. In addition, [LENDER] may take any of the following actions without releasing any Guarantor from any obligations under this Guarantee: (i) renew, extend, or otherwise modify the Agreement or any Merchant’s other obligations to [LENDER]; (ii) if there is more than one Merchant, release a Merchant from its obligations to [LENDER] such that at least one Merchant remains obligated to [LENDER]; (iii) sell, release, impair, waive, or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to [LENDER] under the Agreement and this Guarantee are paid in full, each Guarantor shall not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against any Merchant, any other guarantor, or any collateral provided by any Merchant or any other guarantor, for any amounts paid by it or acts performed by it under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

G4.Joint and Several Liability. The obligations hereunder of the persons or entities constituting each Guarantor under this Guarantee are joint and several.

G5.Choice of Law. Each Guarantor acknowledges and agrees that the Agreement and this Guarantee were made in the State of New York, that the Purchase Price is being paid by [LENDER] in the State of New York, that the Receivables Purchased Amount is being delivered to [LENDER] in the State of New York, and that the State of New York has a reasonable relationship to the transactions encompassed by the Agreement and this Guarantee. The Agreement, this Guarantee, any dispute or claim relating to the Agreement or this Guarantee, whether sounding in contract, tort, law, equity, or otherwise, the relationship between [LENDER] and each Merchant, and the relationship between [LENDER] and each Guarantor will be governed by and construed in accordance with the laws of the State of New York, without regard to any applicable principles of conflict of laws.

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G6.Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to the Agreement or this Guarantee or involving [LENDER] on one side and any Merchant or any Guarantor on the other must be commenced and maintained in the State of New York (the “Acceptable Forums”). The parties agree that the Acceptable Forums are convenient, submit to the jurisdiction of the Acceptable Forums, and waive any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or forum, the parties waive any right to oppose any motion or application made by any party to transfer such litigation to an Acceptable Forum.

G7. JuryWaiver. Each Guarantor agrees to waive trial by jury in any dispute with [LENDER].

G8.Counterclaim Waiver. In any litigation or arbitration commenced by [LENDER], each Merchant and each Guarantor will not be permitted to interpose any counterclaim.

G9.Statutes of Limitations. Each Merchant and each Guarantor agree that any claim, whether sounding in contract, tort, law, equity, or otherwise, that is not asserted against [LENDER] within one year of its accrual will be time barred. Notwithstanding any provision in the Agreement or this Guarantee to the contrary, each Merchant and each Guarantor agree that any application made by any of them to stay an arbitration initiated against any of them by [LENDER] will be time barred if made more than 20 days after receipt of the demand for arbitration.

G10.Costs and Legal Fees. If an Event of Default occurs or [LENDER] prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and/or Guarantor must pay [LENDER]’s reasonable attorney fees, which may include a contingency fee of up to 40% of the amount claimed, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and costs of suit.

G11.Prejudgment and Postjudgment Interest. If [LENDER] becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then [LENDER] will be entitled to the recovery of prejudgment interest at a rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, and upon entry of any such judgment, it will accrue interest at a postjudgment rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, which rate will govern over the statutory rate of interest up until actual satisfaction of the judgment.

G12.Class Action Waiver. [LENDER], each Merchant, and each Guarantor agree that they may bring claims against each other relating to this Agreement only in their individual capacities, and not as a plaintiff or class action member in any purported class or representative proceedings.

G13.Arbitration. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to the Agreement, this Guarantee, or involving [LENDER] on one side and any Merchant or any Guarantor on the other, including, but not limited to issues of arbitrability, and including, without limitation, any action or dispute that predates this Guarantee, will, at the option of any party to such action or dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered upon the award made pursuant to the arbitration. The arbitration will be administered either by the American Arbitration Association under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.adr.org, by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com, by JAMS under its Streamlined Arbitration Rules & Procedures as are in effect at that time, which rules are available at www.jamsadr.com, by Mediation And Civil Arbitration, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.mcarbitration.org, or by Resolute Systems, LLC under its Financial Dispute Arbitration Rules as are in effect at that time, which rules are available at www.resolutesystems.com. Once an arbitration is initiated with one of these arbitration forums, it must be maintained exclusively before that arbitration forum and no other arbitration forum specified herein may be used. As a prerequisite to making a motion to compel arbitration in any litigation, the party making the motion must first file a demand for arbitration with the chosen arbitration tribunal and pay all required filing and/or administrative fees. If the American Arbitration association is selected, then notwithstanding any provision to the contrary in its Commercial Arbitration Rules, the Expedited Procedures will always apply and its Procedures for Large, Complex Commercial Disputes will never apply. Notwithstanding any provision to the contrary in the arbitration rules of the arbitration forum selected, the arbitration will be heard by one arbitrator and not by a panel of arbitrators, any arbitration relating to the Agreement or this Guarantee must be held in the State of New York, any party, representative, or witness in an arbitration hearing will be permitted to attend, participate, and testify remotely by telephone or video conferencing, and the arbitrator appointed will not be required to be a national of a country other than that of the parties to the arbitration.

Each Guarantor acknowledges and agrees that the Agreement and this Guarantee are the products of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under the Agreement will be made by wire transfer and ACH, which are also instrumentalities of interstate commerce, and that the Agreement and this Guarantee therefore evidence a transaction affecting interstate commerce. Accordingly, notwithstanding any provision to the contrary in the Agreement, this Guarantee, or the arbitration rules of the arbitration forum, all matters of arbitration relating to the Agreement or this Guarantee will be governed by and construed in accordance with the provisions of the Federal Arbitration Act, codified as Title 9 of the United States Code, however any application for injunctive relief in aid of arbitration or to confirm an arbitration award may be made under Article 75 of the New York Civil Practice Law and Rules or the laws of the jurisdiction in which the application is made, and the application will be governed by and construed in accordance with the laws under which the application is made, without regard to any applicable principles of conflict of laws. Any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of [LENDER] may elect to have any action or dispute with any Merchant or any Guarantor determined by arbitration as if that employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of [LENDER] was a party to the arbitration agreement contained herein. Any party to a lawsuit in which [LENDER] and any Merchant or any Guarantor are parties may elect to have the matter determined by arbitration as if that party was a party to the arbitration agreement contained herein.

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G14.Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of the Agreement or any other address(es) provided in writing to [LENDER] by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor also consent to service of process and legal notices made by e-mail to the E-mail Address set forth on the first page of this Agreement or any other e-mail address(es) provided in writing to [LENDER] by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of the Agreement or e-mailed to the E-mail Address set forth on the first page of the Agreement if it does not furnish a certified mail return receipt signed by [LENDER] demonstrating that [LENDER] was provided with notice of a change in the Contact Address or the E-mail Address.

G15.Severability. If any provision or any portion of any provision of this Guarantee is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision or portion thereof necessary to make it valid and enforceable will be deemed to be part thereof. If any provision or portion of any provision of this Guarantee is deemed void, all other provisions and portions thereof will remain in effect.

G16.Survival. The provisions of Sections G2, G3, G4, G5, G6, G7, G8, G9, G10, G11, G12, G13, G14, G15, G16, G17, G18, G19, and G20 shall survive any termination of this Guarantee.

G17.Headings. Headings of the various articles and/or sections of this Guarantee are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

G18. AttorneyReview; No Construction Against [LENDER]. Each Guarantor acknowledges that it has had an opportunity to review this Guarantee, the Agreement, and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. The Agreement and this Guarantee will be construed without regard to the party or parties responsible for the preparation of same and will be deemed as prepared jointly by [LENDER] and each Merchant. Any ambiguity or uncertainty in the Agreement or this Guarantee will not be interpreted or construed against any party.

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G19.Entire Agreement. This Guarantee, inclusive of all addenda, if any, executed simultaneously herewith may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Guarantee and any other document preceding it, this Guarantee will govern.

G20.Counterparts; Fax and Electronic Signatures. This Guarantee may be executed electronically and in counterparts. Facsimile and electronic copies of this Guarantee will have the full force and effect of an original.

THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE “STANDARD MERCHANT CASH ADVANCE AGREEMENT”, INCLUDING THE “TERMS AND CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTEE. CAPITALIZED TERMS NOT DEFINED IN THIS GUARANTEE SHALL HAVE THE MEANING SET FORTH IN THE STANDARD MERCHANT CASH ADVANCE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS.

EACH UNDERSIGNED HEREBY ACCEPTS THETERMS OF THIS GUARANTEE

GUARANTOR (#1)

Name of Guarantor #1:	GREGORY TOWNSEND DELORY
Type of Entity (if Guarantor #1 is not a person):
---
Guarantor #1’s Fed ID # (if Guarantor #1 is not a person) or<br>SS# (if Guarantor #1 is a person):	[REDACTED]
---	---
Driver License Number (if Guarantor #1 is a person):	[REDACTED]
---	---
Contact Address:	[REDACTED]	City:	SAN FRANCISCO	State:	CA	Zip:	[REDACTED]
---	---	---	---	---	---	---	---
E-mail Address:	GDELORY@HELIO.SPACE	Phone Number:
---	---	---
By:	GREGORY TOWNSEND DELORY	OWNER	/s/ GREGORY TOWNSEND DELORY
---	---	---	---
	(Print Name of Person Signing)	(Print Title if Guarantor<br>#1 is Not a Person)	(Signature)

GUARANTOR (#2)

Name of Guarantor #2:
Type of Entity (if Guarantor #2 is not a person):
---
Guarantor<br>#2’s Fed ID # (if Guarantor #2 is not a person) or SS# (if Guarantor #2 is a person):
---
Driver License Number (if Guarantor #2 is a person):
---
Contact Address:	City:	State:	Zip:
---	---	---	---
E-mail Address:	Phone Number:
---	---
By:	OWNER
---	---	---
(Print Name of Person Signing)	(Print Title if Guarantor<br>#2 is Not a Person)	(Signature)

Page 16 of 20

BANK INFORMATION

Dear Merchant,

We look forward to being your funding partner.

You authorize [LENDER] to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below.

[LENDER] will require viewing access to your bank account each business day. [LENDER] will also require viewing access to your bank account, prior to funding,as part of our underwriting process.

Please fill out the form below with the information necessary to access your account.

* Be sure to indicate capital or lower case letters.

Name of bank:	FIRST REPUBLIC BANK
Name of account:	Heliospace Corporation
Account number:	[REDACTED]	Routing number:	321081669
Bank portal website:	www.chase.com
Username:	N/A
Password:	N/A
Security Question/Answer 1:	N/A
Security Question/Answer 2:	N/A
Security Question/Answer 3:	N/A
Any other information necessary to access your account:	N/A
---	---

If you have any questions please feel free to contact us directly at (323)760-9590.

I have read and agreed to the terms and conditions set forth above:

/s/ GREGORY TOWNSEND DELORY
Name:	GREGORY TOWNSEND DELORY	Name:
Title:	OWNER	Title:	OWNER
Date:	9/30/2025	Date:	9/30/2025

Page 17 of 20

DECLARATION OF ORDINARY COURSE OF BUSINESS

Each undersigned hereby declares the following:

I am duly authorized to sign the Standard Merchant Cash Advance Agreement (“Agreement”), dated 9/30/2025, between [LENDER] Funding Source and HELIOSPACE CORPORATION (“Merchant”) on behalf of Merchant.
This Declaration incorporates by reference the Agreement and every addendum to it.
The reason that I am signing the Agreement is because I require capital for my business.
I acknowledge that I am authorized to sign the Agreement and every addendum to it on behalf of each Merchant.
I acknowledge that I had sufficient time to review the Agreement and every addendum to it before signing it.
I acknowledge that I had an opportunity to seek legal advice from counsel of my choosing before signing the Agreement and every addendum to it.
I acknowledge that each Merchant is entering into the Agreement voluntarily and without any coercion.
I acknowledge that each Merchant is entering into the Agreement in the ordinary course of its business.
I acknowledge that the payments to be made from any Merchant to [LENDER] under the Agreement are being made in the ordinary course of each Merchant’s business.

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I am aware of each Merchant’s right to request a reconciliation of the payments made under the Agreement at any time.

11. I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOINGIS TRUE AND CORRECT.

Executed on	9/30/2025
(Date)

FOR THE MERCHANT/OWNER (#1)

By:	GREGORY TOWNSEND DELORY	OWNER	/s/ GREGORY TOWNSEND DELORY
	(Print Name)	(Print Title)	(Signature)

FOR THE MERCHANT/OWNER (#2)

By:		OWNER
	(Print Name)	(Print Title)	(Signature)

Page 19 of 20

AUTHORIZATION TO INITIATE ACH DEBIT ENTRIES

Name of Company: [LENDER] LLC

I (We) hereby authorize Company, as shown above, hereinafter called Company, to initiate debit entries to my (our) bank account as detailed below and debit the same to such account. Should a transaction be returned for any reason, I (we) acknowledge that I (we) am subject to a rejected item fee of up to $100.00 or the amount allowed by law. I (we) further authorize debiting this account for non-sufficient fund fees according to the applicable State Law. I (We) acknowledge that the origination of the ACH transaction to my (our) account must comply with the provisions of U.S. Law.

BANK DETAILS

Bank Name:	FIRST REPUBLIC BANK
Full Name on Account:	Heliospace Corporation
Account Number:	[REDACTED]
Routing Number:	321081669

DEBIT PAYMENTDETAILS

Payment Amount:	4,996.67
Frequency of Payments:	WEEKLY

I (we) understand that this authorization is to remain in full force and effect until Company has received written notification from me (us) of its termination at least five (5) business days prior to the payment due date. I (we) further understand that canceling this ACH authorization does not relieve any responsibility of paying my (our) account in full. If I (we) cancel or revoke this authorization before any remaining debt is paid in full, the Company may take additional actions, including legal actions, to secure the debt.

Date: 9/30/2025

Customer Signature:	/s/ GREGORY TOWNSEND DELORY
Customer Printed Name:	GREGORY TOWNSEND DELORY

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AUTHORIZATION TO INITIATE ACH DEBIT ENTRIES

Name of Company: [LENDER] LLC

BANK DETAILS

Bank Name:	FIRST REPUBLIC BANK
Full Name on Account:	Heliospace Corporation
Account Number:	[REDACTED]
Routing Number:	321081669

DEBIT PAYMENTDETAILS

Payment Amount:	$999.33
Frequency of Payments:	DAILY

Date: 9/30/2025

Customer Signature:	/s/ GREGORY TOWNSEND DELORY
Customer Printed Name:	GREGORY TOWNSEND DELORY

ADDENDUM TOSTANDARD MERCHANT CASH ADVANCE AGREEMENT This Addendum (“Addendum”) is made as of 9/30/2025 by and between:

●	[LENDER] LLC, on behalf of itself and its affiliates (collectively, “Buyer”); and
●	HELIOSPACE CORPORATION a CA CORP , and its affiliates (“Seller).

RECITALS

“. Buyer and Seller are entering into that certain Standard Merchant Cash Advance Agreement dated 9/30/2025 (the “Agreement”).

#. In connection with the Agreement, Seller has agreed to sell certain Receivables, as defined in the Agreement, to Buyer, and Buyer has agreed to purchase such Receivables on the terms set forth therein.

$. The parties now wish to supplement the Agreement and to include certain covenants and remedies in the event of Seller’s breach of those covenants.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to add to the Agreement as follows:

Definitions; Incorporation

1.1 Defined Terms. Capitalized terms used but not defined in this Addendum shall have the meanings given them in the Agreement.

1.2 Incorporation. This Addendum is executed contemporaneously with and incorporated into the Agreement. Except as expressly modified by this Addendum,, all terms, conditions, and provisions of the Agreement remain in full force and effect. In the event of a conlict between the terms of the Agreement and the terms of this Addendum,, the terms of the Addendum, shall control.

Non-Sale I Non-Stacking Covenants

2.1 Seller Covenants. From the Effective Date of this Addendum until the entire Receivables Purchased Amount under the Agreement has been delivered to Buyer, Seller covenants and agrees that it shall not, directly or indirectly:

a. Sell, pledge, assign, grant, or otherwise transfer or encumber any Receivables or revenue streams to any third party (including, without limitation, a merchant cash advance, revenue-based financing, factoring, or analogous arrangement);

b. Enter into any merchant cash advance, receivables purchase, factoring, or other future-receivables financing agreement with any party, including but not limited to MNY Capital, Parkside Funding, Capital Domain, or any of their affiliates or subsidiaries;

c. Grant any security interest in it its Accounts and General Intangibles, as such terms are defined in the Uniform Commercial Code; or

d. Permit any Affiliate or Related Party to do any of the foregoing on its behalf.

2.2 Exception. The foregoing shall not prevent Seller from making payments or remitting collections in the ordinary course to Buyer under the Agreement or entering into any other agreement with Buyer notwithstanding the provisions of this Addendum or the Agreement.

Remedies Upon Breach

3.1 Remedies. Any breach of the covenants set forth in Section 2 of this Addendum shall constitute a Default under the Agreement. Upon Seller’s breach of any covenant in Section 2, and in addition to the Protections set forth in Section 16 of the Agreement or any remedies available to Buyer, Buyer may increase the “Specified Percentage” under the Agreement from 6.34% to 12.68%, effective immediately upon Buyer’s delivery of written notice of such breach to Seller, and thus double the periodic payment then applicable at the time of breach.

3.2 Cumulative Remedies. All rights and remedies set forth herein are cumulative with, and not exclusive of, any other remedies available to Buyer under the Agreement, at law, or in equity.

Representations & Warranties

Seller represents and warrants to Buyer that other than as set forth in writing by Seller and delivered to Buyer, neither Seller nor its Affiliates is party to any other agreement involving the sale, pledge, assignment, grant, or other transfer or encumbrance of any Receivables or revenue streams to any third party, nor is Seller currently negotiating any such agreements.

Governing Law; Counterparts

5.1 Governing Law. This Addendum shall be governed by and construed in accordance with the laws of the State of New York, without regard to conlict-of-law principles.

5.2 Counterparts. This Addendum may be executed in counterparts (including by electronic signature or PDF), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed as of the date first written above.

BUYER:
[LENDER] LLC
By:
Name:
Title:
SELLER:
HELIOSPACE CORPORATION
By:	/s/ GREGORY TOWNSEND DELORY
Name:	GREGORY TOWNSEND DELORY
Title:	Owner

Exhibit 10.77

EARLYPAYOFF ADDENDUM

Owners Names: GREGORY TOWNSEND DELORY

Business Legal Name: HELIOSPACE CORPORATION

Business DBA: HELIOSPACE

Address: 2448 6TH ST

City: BERKELEY

State: CA

Zip Code: 94710

Date of new secured agreement: 09/30/2025

Purchase Price: $60,000.00

Purchase Amount: $89,940.00

If paid back by October 07, 2025, [LENDER] agrees to discount the total purchase amount to $69,000.00. If paid back by October 14, 2025, [LENDER] agrees to discount the total purchase amount to $72,000.00. If paid back by October 30, 2025, [LENDER] agrees to discount the total purchase amount to $75,600.00. After October 30, 2025 there will be no other discount available to be offered and the total purchase amount will be $89,940.00 minus any payments already made.

Thank you,
By:	/s/ GREGORY TOWNSEND DELORY
	GREGORY TOWNSEND DELORY

MERCHANT AGREEMENT

Agreement<br>dated	09/30/2025	between<br>[LENDER] (“[LENDER]”) and the Merchant listed below (“MERCHANT”)
	(Month) (Day) (Year)

MERCHANT INFORMATION

Merchant’s Legal Name: HELIOSPACE CORPORATION

(Which includes any entities listed in Appendix C)

D/B/A: HELIOSPACE State of Incorporation / Organization: DE

Type of Entity (check one) þ Corporation ☐ Limited Liability Company ☐ Limited Partnership ☐ Limited Liability Partnership ☐ Sole Proprietorship ☐ Other Physical Address: 2448 6TH ST City: BERKELEY State: CA Zip: 94710

Contact Name: GREGORY TOWNSEND DELORY Contact Number: ____________________

Mailing Address: SAME AS ABOVE City:____________State:__________ Zip:_______________

PURCHASE AND SALE OF FUTURERECEIVABLES

Merchant hereby sells, assigns and transfers to [LENDER] (making [LENDER] the absolute owner) in consideration of the “Purchase Price” specified below, the “Specified Percentage” of all of Merchant’s future accounts, contract rights and other entitlements arising from or relating to the payment of monies from Merchant’s customers’ and/or other third party payors (the “Receipts” defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Merchant’s business), for the payments due to Merchant as a result of Merchant’s sale of goods or services (the “Transactions”) until the amount specified below (the “Purchased Amount”) has been delivered by or on behalf of Merchant to [LENDER].

PurchasePrice: $: 60,000.00 Specified Percentage: 4.44% Specific: WEEKLY Amount: $4,996.66 Purchased Amount: $89,940.00

Merchant may use the Purchase Price solely for businesspurposes and not for personal, family or household purposes. Merchant is selling a portion of a future revenue stream to [LENDER] at a discount, not borrowing money from [LENDER]. There is no interest rate or payment schedule and no time period during which the Purchased Amount must be collected by [LENDER]. Merchant going bankrupt or going out of business, in and of itself, does not constitute a breach of this Agreement. [LENDER] is entering into this Agreement knowing the risks that Merchant’s business may slow down or fail, and [LENDER] assumes these risks based on Merchant’s representations, warranties and covenants in this Agreement, which are designed to give [LENDER] a reasonable and fair opportunity to receive the benefit of its bargain.

[LENDER] will debit the Specific Amount each business day from only one depositing bank account, which account must be acceptable to, and pre-approved by, [LENDER] (the “Account”) into which Merchant and Merchant’s customers shall remit the Receipts from each Transaction, until such time as [LENDER] receives payment in full of the Purchased Amount. If Merchant’s bank is closed on a business day, then [LENDER] will debit the Specific Amount for that day on the next business day in addition to the regularly scheduled debit. Merchant hereby authorizes [LENDER] to ACH debit the Specific Amount from the Account on a daily basis. [LENDER]’s payment of the Purchase Price shall be deemed the acceptance and performance by [LENDER] of this Agreement. Merchant understands that it is responsible for ensuring that the Specific Amount to be debited by [LENDER] remains in the Account and will be held responsible for any fees incurred by [LENDER] resulting from a rejected ACH attempt or an Event of Default. [LENDER] is not responsible for any overdrafts or rejected transactions that may result from [LENDER]’s ACH debiting the Specific Amount under the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement between [LENDER] and Merchant, upon the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS the Specified Percentage shall equal 100%. A list of all fees applicable under this Agreement is contained in Appendix A.

FOR THE MERCHANT (#1) By:	GREGORY<br>TOWNSEND DELORY	/s/ GREGORY<br>TOWNSEND DELORY
	(Print Name and Title)	(Signature)
FOR THE MERCHANT (#2) By:
	(Print Name and Title)	(Signature)
FOR THE MERCHANT (#3) By:
	(Print Name and Title)	(Signature)
BY OWNER (#1) By:	GREGORY<br>TOWNSEND DELORY	/s/ GREGORY<br>TOWNSEND DELORY
	(Print Name and Title)	(Signature)
BY OWNER (#2) By:
	(Print Name and Title)	(Signature)
BY OWNER (#3) By:
	(Print Name and Title)	(Signature)

MERCHANT AGREEMENT TERMS AND CONDITIONS

I. TERMS OF ENROLLMENT IN PROGRAM

1.1 MerchantDeposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to [LENDER] with a Bank acceptable to [LENDER] to obtain electronic fund transfer service s for the Account, and (B) execute an agreement acceptable to [LENDER] with a credit and debit card processor (the” Processor”) instructing the Processor to deposit all Receipts into the Account. Merchant shall provide [LENDER] and/or its authorized agent(s) with all of the information, authorizations and passwords necessary for verifying Merchant’s receivables, receipts, deposits and withdrawals into and from the Account. Merchant hereby authorizes [LENDER] and/or its agent(s) to withdraw from the Account via ACH debit the amounts owed to [LENDER] for the receipts as specified herein and to pay such amounts to [LENDER]. These authorizations apply not only to the approved Account but also to any subsequent or alternate account used by the Merchant for these deposits, whether pre- approved by [LENDER] or not. This additional authorization is not a waiver of [LENDER]’s entitlement to declare this Agreement breached by Merchant as a result of its usage of an account which [LENDER] did not first pre-approve in writing prior to Merchant’s us age thereof. The aforementioned authorizations shall be irrevocable without the written consent of [LENDER].

1.2 Term of Agreement. This Agreement shall remain in full force and effect until the entire Purchased Amount and any other amounts due are received by [LENDER] as per the terms of this Agreement.

1.3 Future Purchase of Increments. Subject to the terms of this Agreement, [LENDER] offers to purchase additional Receipts in the “Increments” stated in on Page I of this Agreement, if any. [LENDER] reserves the right to delay or rescind the offer to purchase any Increment or any additional Receipts, in its sole and absolute discretion.

1.4 Adjustmentsto the Specific Amount. The Specific Amount is intended to represent the Specified Percentage of Merchant’s Receipts each calendar month. At any time, [LENDER] may adjust the Specific Amount so that the amount received by [LENDER] in the future more closely represents the Specified Percentage. Also, once each calendar month Merchant may request that [LENDER] reconcile Merchant’ s actual receipt s and adjust the Specific Amount so that the amount received by [LENDER] in the future more closely represents the Specified Percentage. Upon receipt of a written reconciliation request from Merchant, [LENDER] may request any and all information from Merchant that [LENDER], in its sole judgment, believes is necessary to accurately reconcile the amount [LENDER] has received from Merchant with the actual Specified Percentage. [LENDER] shall not be required to adjust the Specific Amount until such time as it has received all such requested information.

1.5 FinancialCondition. Merchant and Guarantor(s) (as hereinafter defined and limited) authorize [LENDER] and its agents to investigate their financial responsibility and history, and will provide to [LENDER] any authorizations, bank or financial statements, tax returns, etc., as [LENDER] deems necessary in its sole and absolute discretion prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable as an authorization for release of financial and credit information. [LENDER] is authorized to update such information and financial and credit profile s from time to time as it deems appropriate.

1.6 TransactionalHistory. Merchant authorizes all of its banks, brokers and processors to provide [LENDER] with Merchant’s banking, brokerage and/or processing history to determine qualification or continuation in this program and for collections purposes. Merchant shall provide [LENDER] with copies of any documents related to Merchant’s card processing activity or financial and banking affairs within five days after a request from [LENDER].

1.7 **Indemnification.**Merchant and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its officers, directors and shareholder s against all losses, damages, claims, liabilities and expenses (including reasonable attorney’s fees) incurred by Processor resulting from (a) claims asserted by [LENDER] for monies owed to [LENDER] from Merchant and (b) actions taken by Processor in reliance upon any fraudulent, misleading or deceptive information or instructions provided by [LENDER].

1.8 NoLiability. In no event will [LENDER] be liable for any claim s asserted by Merchant or Guarantors under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is waived by both Merchant and Guarantor(s). In the event these claims are nonetheless raised, Merchant and Guarantors will be jointly liable for all of [LENDER]’s attorney’s fees and expenses resulting therefrom.

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1.9 Relianceon Terms. Section 1.1, 1.6, 1.7, 1.8 and 2.5 of this Agreement are agreed to for the benefit of Merchant, [LENDER], Processor, and Merchant’s bank and notwithstanding the fact that Processor and the bank is not a party of this Agreement, Processor and the bank may rely upon their term s and raise them as a defense in any action.

1.10 Saleof Receipts. Merchant and [LENDER] agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from [LENDER] to Merchant. Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. [LENDER] has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to [LENDER] in respect to the full amount of the Receipts shall be conditioned upon Merchant’ s sale of products and service s, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, - it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that [LENDER] has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and [LENDER] shall promptly refund to Merchant any interest received by [LENDER] in excess of the maximum lawful rate , it being intended that Merchant not pay or contract to pay, and that [LENDER] not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Merchant knowingly and willingly waives the defense of Usury in any action or proceeding.

1.11 Powerof Attorney. Merchant irrevocably appoints [LENDER] as its agent and attorney-in- fact with full authority to take any action or execute any instrument or document to settle all obligations due to [LENDER] from Processor, or in the case of a violation by Merchant of Section I or the occurrence of an Event of Default under Section 3 hereof, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to [LENDER]; and (v) to file any claims or take any action or institute any proceeding which [LENDER] may deem necessary for the collection of any of the unpaid Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Purchased Amount. In connection therewith, all costs, expenses and fees, including legal fees, shall be payable by Merchant, owner, and guarantor.

1.12 Protectionsagainst Default. The following Protections 1 through 8 may be invoked by [LENDER] immediately and without notice to Merchant in the event: (a) Merchant takes any action to discourage the use of electronic check processing that are settle d through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks or other payments or deposits for the purchase of Merchant’s service s and products including but not limited to direct deposit of any checks into a bank account without scanning into the [LENDER] electronic check processor; (b) Merchant changes its arrangements with Processor or the Bank in any way that is adverse or unacceptable to [LENDER]; (c) Merchant changes the electronic check processor through which the Receipt s are settled from Processor to another electronic check processor, or permits any event to occur that could cause diversion of any of Merchant’s check or deposit transactions to another processor; (d) Merchant intentionally interrupts the operation of this business, transfers, moves, sells, disposes, or otherwise conveys its business and/or assets without (i) the express prior written consent of [LENDER], and (ii) the written agreement of any purchaser or transferee to the assumption of all of Merchant’s obligations under this Agreement pursuant to documentation satisfactory to [LENDER]; (e) Merchant takes any action, fails to take any action, or offers any incentive

economic or otherwise - the result of which will be to induce any customer or customers to pay for Merchant’s services with any means other than payments, checks or deposits that are settled through Processor; or (f) Merchant fails to provide [LENDER] with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from [LENDER]. The se protections are in addition to any other remedies available to [LENDER] at law, inequity or otherwise pursuant to this Agreement.

Initial:	Initial:___________	Initial:___________

**Protection****1.**The full uncollected Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement and the attached Security Agreement become due and payable in full immediately.

Protection 2. [LENDER] may enforce the provisions of the Personal Guaranty of Performance against the Guarantor(s).

**Protection 3.**Merchant hereby authorizes [LENDER] to execute in the name of the Merchant a Confession of Judgment in favor of [LENDER] in the amount of Purchased Amount stated in the Agreement.

Upon an Event of Default, [LENDER] may enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon.

Protection 4. [LENDER] may enforce its security interest in the Collateral. Protection 5. The entire Purchased Amount and all fees (including reasonable attorney’s fees) shall become immediately payable to [LENDER] from Merchant.

Protection 6. [LENDER] may proceed to protect and enforce its rights and remedies by law suit. In any such lawsuit, if [LENDER] recovers a Judgment against Merchant, Merchant shall be liable for all of [LENDER]’ s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs.

**Protection 7.**This Agreement shall be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to [LENDER]. Upon breach of any provision in this Agreement, [LENDER] may exercise its rights under this Assignment of Lease without prior Notice to Merchant.

Protection 8. [LENDER] may debit Merchant’s depository accounts wherever situated by means of ACH debit or Facsimile signature on a computer-generated check drawn on Merchant’s bank account or otherwise for all sums due to [LENDER].

1.13 Protectionof Information. Merchant and each person signing this Agreement on behalf of Merchant and/or as Owner or Guarantor, in respect of himself or herself personally, authorizes [LENDER] to disclose information concerning Merchant’s and each Owner’s and each Guarantor’s credit standing (including credit bureau reports that [LENDER] obtains) and business conduct only to agents, affiliates, subsidiaries, and credit reporting bureaus. Merchant and each Owner and each Guarantor hereby and each waives to the maximum extent permitted by law any claim for damages against [LENDER] or any of its affiliates relating to any (i)investigation undertaken by or on behalf of [LENDER] as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.

1.14 Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by [LENDER], including this Agreement and any other [LENDER] document s (collectively, “Confidential Information”) are proprietary and confidential information of [LENDER]. Accordingly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of [LENDER] to any person other than an attorney, accountant, financial advisor or employee of Merchant who nee ds to know such information for the purpose of advising Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising Merchant and first agrees in writing to be bound by the term s of this section. A breach hereof entitles [LENDER] to not only damages and reasonable attorney’s fee s but also to both a Temporary Restraining Order and a Preliminary Injunction without Bond or Security.

1.15 Publicity. Merchant and each of Merchant’s Owners and all Guarantors hereto all hereby authorizes [LENDER] to use its, his or her name in listing s of clients and in advertising and marketing materials.

1.16 D/B/A’s. Merchant hereby acknowledges and agrees that [LENDER] may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between [LENDER] and Merchant, including the filing of UCC-1 financing statements and other notices or filings.

Initial:	Initial:___________	Initial:___________

II. REPRESENTATIONS, WARRANTIES AND COVENANTS

Merchant represents warrants and covenants that, as of this date and during the term of this Agreement:

2.1 FinancialCondition and Financial Information. Merchant’s and Guarantors’ bank and financial statements, copies of which have been furnished to[LENDER], and future statements which will be furnished hereafter at the discretion of [LENDER], fairly represent the financial condition of Merchant at such dates, and since those dates there has been no material adverse changes, financial or otherwise, in such condition, operation or ownership of Merchant. Merchant and Guarantors have a continuing, affirmative obligation to advise [LENDER] of any material adverse change in their financial condition, operation or ownership. [LENDER] may request statements at any time during the performance of this Agreement and the Merchant and Guarantors shall provide them to [LENDER] within five business days after request from [LENDER]. Merchant’sor Guarantors’ failure to do so is a material breach of this Agreement.

2.4 **Insurance.**Merchant will maintain business-interruption insurance naming [LENDER] as loss payee and additional insured in amounts and against risks as are satisfactory to [LENDER]and shall provide [LENDER] proof of such insurance upon request.

2.5 ElectronicCheck Processing Agreement. Merchant will not change its Processor, add terminals, change its financial institution or bank account(s) or take any other action that could have any adverse effect upon Merchant’s obligations under this Agreement, without [LENDER]’s prior written consent. Any such changes shall be a material breach of this Agreement.

2.7 Daily Batch Out. Merchant will batch out receipts with the Processor on a daily basis.

2.8 EstoppelCertificate. Merchant will at every and all times, and from time to time, upon at least one(I) day’s prior notice from [LENDER] to Merchant, execute, acknowledge and deliver to [LENDER] and/or to any other person, firm or corporation specified by [LENDER], a statement certifying that this Agreement is unmodifiedand in full force and effect(or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Purchased Amount or any portion thereof has been repaid.

2.10 WorkingCapital Funding. Merchant shall not enter into any arrangement, agreement or commitment that relates to or involves the Receipts, whether in the form of a purchase of, a loan against, collateral against or the sale or purchase of credits against, Receipts or future check sales with any party other than [LENDER]

2.11 UnencumberedReceipts. Merchant has good, complete, unencumbered and marketable title to all Receipts, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of [LENDER].

2.12	Business Purpose. Merchant is a valid business in good standing under<br>the laws of the jurisdictions in which it is organized and/or operates, and Merchant is entering into this Agreement for business purposes<br>and not as a consumer for personal, family or household purposes.
2.13	Defaults under Other Contracts. Merchant’s execution of, and/or performance<br>under this Agreement, will not cause or create an event of default by Merchant under any contract with another person or entity.
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2.14	Good Faith. Merchant and Guarantors hereby<br>affirm that Merchant is receiving the Purchase Price and selling [LENDER] the Purchased Amount in good faith and will use the Purchase<br>Price funds to maintain and grow Merchant’s business.
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2.15	Stacking Prohibited. Merchant shall not enter into any cash advance<br>or any loan agreement that relates to or involves its Future Receipts with any party other than [LENDER] for the duration of this agreement.<br>[LENDER] may share information regarding this Agreement with any third party in order to determine whether Merchant is in compliance with<br>this provision.
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Initial:	Initial:___________	Initial:___________
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III. EVENTS OF DEFAULT AND REMEDIES

3.1 Eventsof Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder: (a) Merchant or Guarantor shall violate any term or covenant in this Agreement; (b) Any representation or warranty by Merchant in this Agreement shall prove to have been incorrect, false or misleading in any material respect when made; (c) the sending of notice of termination by Merchant; (d) the attempted ACH debit of the Specific Payment is rejected two times during the term of this Agreement; (e) Merchant shall transfer or sell all or substantially all of its assets; (I) Merchant shall make or send notice of any intended bulk sale or transfer by Merchant; (g) Merchant shall use multiple depository accounts without the prior written consent of [LENDER](h) Merchant shall change its depositing account without the prior written consent of [LENDER]; or (i) Merchant refuses to provide [LENDER] with bank login information immediately upon request, whether directly from Merchant or through a Third-Party authorized by Merchant; or G) Merchant shall default under any of the terms, covenants and conditions of any other agreement with [LENDER].

3.2 PersonalGuaranty. In the Event of a Default, [LENDER] will enforce its rights against the Guarantors of this transaction. Said Guarantors will be jointly and severally liable to [LENDER]for all of [LENDER]’s losses and damages, in additional to all costs and expenses and legal fees associated with such enforcement.

3.4 **Costs.**Merchant shall pay to [LENDER] all reasonable costs associated with(a) an Event or Default, (b) breach by Merchant of the Covenants in this Agreement and the enforcement thereof, and (c) the enforcement of [LENDER]’s remedies set forth in this Agreement, including but not limited to court costs and attorneys’ fees.

3.5 RequiredNotifications. Merchant is required to give [LENDER] written notice within 24 hours of any filing under Title 11 of the United States Code. Merchant is required to give [LENDER] seven days’ written notice prior to the closing of any sale of all or substantially all of the Merchant’s assets or stock.

IV. MISCELLANEOUS

4.1 Modifications;Agreements. No modification, amendment, waiver or consent of any provision of this Agreement shall be effective unless the same shall be inwriting and signed by [LENDER].

4.2 Assignment.[LENDER] may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in part.

4.3 **Notices.**All notices, requests, consents, demands and other communications hereunder shall be delivered by certified mail, return receipt requested, to the respective parties to this Agreement at the addresses set forth in this Agreement. Notices to [LENDER] shall become effective only upon receipt by [LENDER]. Notices to Merchant shall become effective three days after mailing.

4.5 BindingEffect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Merchant, [LENDER] and their respective successors and assigns, except that Merchant shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of [LENDER] which consent may be withheld in [LENDER]’s sole discretion. [LENDER] reserves the rights to assign this Agreement with or without prior written notice to Merchant. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shall, if [LENDER] so elects, be instituted in any court sitting in New York or Connecticut, (the “Acceptable Forums”). Merchant agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Merchant waives any right to oppose any motion or application made by [LENDER] to transfer such proceeding to an Acceptable Forum. ADDITIONALLY, MERCHANT AGREES THAT ANY SUMMONS AND/OR COMPLAINT OR OTHER LEGAL PROCESS TO COMMENCE ANY LITIGATION BY [LENDER] WILL BE PROPERLY SERVED IF MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE MAILING ADDRESS(ES) LISTED IN THIS AGREEMENT.

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4.6 Survival of Representation, etc. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated.

4.8 Severability. In case any of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired.

4.9 EntireAgreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions hereof. This Agreement and the Security Agreement and Guaranty hereto embody the entire agreement between Merchant and [LENDER] and supersede all prior agreements and understandings relating to the subject matter hereof.

4.10 JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THE ENFORCEMENT HEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THJS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.

4.11 CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS AREPRESENTATIVEORMEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIYER IS PROHIBITED BY LAW AS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEEDWITHACLASSOR REPRESENTATIVEACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION [N THIS AGREEMENT); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

4.11 Facsimile& Digital Acceptance**.** Facsimile signatures and digital signatures hereon shall be deemed acceptable for all purposes.

4.12 PrejudgmentRemedy Waiver. The Merchant and Guarantor(s) hereby represent, warrant, and acknowledge that the financing evidenced hereby is a commercial transaction within the meaning of chapter 903a of the Connecticut general statutes, as amended. The Merchant and Guarantor(s) hereby waive their right to notice and prior court hearing or court order under Connecticut general statutes sections 52-278a et. seq. as amended or under any other state or federal law with respect to any and all prejudgment remedies [LENDER] may employ to enforce its rights and remedies hereunder and under the other transaction documents. More specifically, the Merchant and Guarantor(s) acknowledge that upon the occurrence and during the continuance of an event of default [LENDER]’s attorney may, pursuant to, and in accordance with, Conn. gen. state. §52-278f, issue a writ for a prejudgment remedy without securing a court order, provided the complaint shall set forth a copy of this waiver.

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[LENDER] – SECURITY AGREEMENT AND GUARANTY

Merchant’s Legal Name: HELIOSPACE CORPORATION

D/B/A: HELIOSPACE Federal Tax ID#: 82-4652805

Physical Address: 2448 6TH ST City: BERKELEY State: CA Zip: 94710

SECURITY AGREEMENT

SecurityInterest. This Agreement will constitute a security agreement under the Uniform Commercial Code. Merchant grants to [LENDER] a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant, (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant’s Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to [LENDER] under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant agrees to provide other security to [LENDER] upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover [LENDER]’s entitlements under this Agreement, [LENDER] is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of [LENDER]’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, [LENDER] or an affiliate of [LENDER] is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder.

Upon default, this security interest may be exercised by [LENDER] without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, [LENDER] has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, [LENDER] will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from [LENDER] written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant agrees that this is a contract of recoupment and [LENDER] is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, Merchant agrees not to contest or object to any motion for relief from the automatic stay filed by [LENDER]. Merchant agrees to execute and deliver to [LENDER] such instruments and documents [LENDER] may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. [LENDER] is authorized to execute all such instruments and documents in Merchant’s name.

Additional-Collateral. To secure Guarantor’s payment and performance obligations to [LENDER] under the Guaranty, the Guarantor hereby grants [LENDER] a security interest in (the “Additional Collateral”). Guarantor understands that [LENDER] will have a security interest in the aforesaid Additional Collateral upon execution of this Agreement.

See Appendix B

Merchant and Guarantor each acknowledge and agree that any security interest granted to [LENDER] under any other agreement between Merchant or Guarantor and [LENDER] (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor each agrees to execute any documents or take any action in connection with this Agreement as [LENDER] deems necessary to perfect or maintain [LENDER]’s first priority security interest in the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor each hereby authorizes [LENDER] to file any financing statements deemed necessary by [LENDER] to perfect or maintain [LENDER]’s security interest. Merchant and Guarantor shall be liable for, and [LENDER] may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by [LENDER] in protecting, preserving and enforcing [LENDER]’s security interest and rights.

Negative Pledge. Merchant and Guarantor each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Additional Collateral, as applicable.

Consent to Enter Premises and Assign Lease. [LENDER] shall have the right to cure Merchant’s default in the payment of rent on the following terms. In the event Merchant is served with papers in an action against Merchant for nonpayment of rent or for summary eviction, [LENDER] may execute its rights and remedies under the Assignment of Lease. Merchant also agrees that [LENDER] may enter into an agreement with Merchant’s landlord giving [LENDER] the right: (a) to enter Merchant’s premises and to take possession of the fixtures and equipment therein for the purpose of protecting and preserving same; and/or (b) to assign Merchant’s lease to another qualified business capable of operating a business comparable to Merchant’s at such premises.

Initial:	Initial:___________	Initial:___________

GUARANTY

Personal Guaranty of Performance. The undersigned Guarantor(s) hereby guarantees to [LENDER] Merchant’s good faith, truthfulness, and performance of all of the representations, warranties, covenants made by Merchant in the Merchant Agreement as each may be renewed, amended, extended or otherwise modified (the “Guaranteed Obligations”).

Guarantor’s obligations are due at the time of any breach by Merchant of any representation, warranty, or covenant made by Merchant in the Agreement.

[LENDER] does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Merchant’s failure to pay timely any amount required under the Merchant Agreement; (ii) any adverse change in Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; (iv) [LENDER]’s acceptance of this Agreement; and (v) any renewal, extension or other modification of the Merchant Agreement or Merchant’s other obligations to [LENDER]. In addition, [LENDER] may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Merchant Agreement or Merchant’s other obligations to [LENDER]; (ii) release Merchant from its obligations to [LENDER]; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Purchased Amount and Merchant’s other obligations to [LENDER] under the Merchant Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that [LENDER] must return any amount paid by Merchant or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount.

**Guarantor Acknowledgement.**Guarantor acknowledges that: (i) He/She is bound by the Class Action Waiver provision in the Merchant Agreement Terms and Conditions; (ii) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.

Joint and Several Liability. The obligations hereunder of the persons or entities constituting Guarantor under this Agreement are joint and several.

FOR THE MERCHANT (#1) By:		GREGORY TOWNSEND DELORY	/s/ GREGORY TOWNSEND DELORY
		(Print Name and Title)		(Signature)
SSN#	[REDACTED]		Driver’s License Number	[REDACTED]
FOR THE MERCHANT (#2) By:
		(Print Name and Title)		(Signature)
SSN#			Driver’s License Number
FOR THE MERCHANT (#3) By:
		(Print Name and Title)		(Signature)
SSN#			Driver’s License Number
BY OWNER (#1) By:		GREGORY TOWNSEND DELORY	/s/ GREGORY TOWNSEND DELORY
SSN#	[REDACTED]		Driver’s License Number	[REDACTED]
BY OWNER (#2) By:
		(Print Name and Title)		(Signature)
SSN#			Driver’s License Number
BY OWNER (#3) By:
		(Print Name and Title)		(Signature)
SSN#			Driver’s License Number

For Business Entity Guarantors:

The above referenced terms of the Performance Guaranty shall apply to the following corporate guarantors.

Guarantor’s Legal Name:	HELIO CORPORATION
D/B/A:	HELIO
Fed ID #:	Type of Entity:	CORP
---	---	---
Business Address:	2448 6TH ST	City:	BERKELEY	State:	CA	Zip:	94710
---	---	---	---	---	---	---	---
Contract Address:	319 17TH AVE	City:	SAN FRANCISCO	State:	CA	Zip:	94121
Agreed to by: Name and Title:	GREGORY TOWNSEND DELORY OWNER	Signature:	/s/ GREGORY TOWNSEND DELORY
---	---	---	---
Agreed to by: Name and Title:		Signature:

The undersigned hereby represents and warrants that it holds full authority to execute this Agreement on behalf of the above-named corporate guarantor.

Guarantor’s Legal Name:
D/B/A:	HELIO ENTERPRISES
Fed ID #:	Type of Entity:
---	---
Business Address:	2448 6TH ST	City:	BERKELEY	State:	CA	Zip:	94710
---	---	---	---	---	---	---	---
Contract Address:	319 17TH AVE	City:	SAN FRANCISCO	State:	CA	Zip:	94121
Agreed to by: Name and Title:	GREGORY TOWNSEND DELORY OWNER	Signature:	/s/ GREGORY TOWNSEND DELORY
---	---	---	---
Agreed to by: Name and Title:		Signature:

**** The undersigned hereby represents and warrants that it holds full authority to execute this Agreement on behalf of the above-named corporate guarantor.

Guarantor’s Legal Name:	P & G CONSULTING INC
D/B/A:	P & G CONSULTING
Fed ID #:	Type of Entity:	CORP
---	---	---
Business Address:	2448 6TH ST	City:	BERKELEY	State:	CA	Zip:	94710
---	---	---	---	---	---	---	---
Contract Address:		City:		State:		Zip:
Agreed to by: Name and Title:	GREGORY TOWNSEND DELORY OWNER	Signature:	/s/ GREGORY TOWNSEND DELORY
---	---	---	---
Agreed to by: Name and Title:		Signature:

The undersigned hereby represents and warrants that it holds full authority to execute this Agreement on behalf of the above-named corporate guarantor.

For Business Entity Guarantors:

The above referenced terms of the Performance Guaranty shall apply to the following corporate guarantors.

Guarantor’s Legal Name:
D/B/A:	THE SENSING COMPANY
Fed ID #:	Type of Entity:	CORP
---	---	---
Business Address:	2448 6TH ST	City:	BERKELEY	State:	CA	Zip:	94710
---	---	---	---	---	---	---	---
Contract Address:		City:		State:		Zip:
Agreed to by: Name and Title:	GREGORY TOWNSEND DELORY OWNER	Signature:	/s/ GREGORY TOWNSEND DELORY
---	---	---	---
Agreed to by: Name and Title:		Signature:

The undersigned hereby represents and warrants that it holds full authority to execute this Agreement on behalf of the above-named corporate guarantor.

Guarantor’s Legal Name:
D/B/A:
Fed ID #:	Type of Entity:
---	---
Business Address:	City:	State:	CA	Zip:
---	---	---	---	---
Contract Address:	City:	State:		Zip:
Agreed to by: Name and Title:	Signature:
---	---
Agreed to by: Name and Title:	Signature:

The undersigned hereby represents and warrants that it holds full authority to execute this Agreement on behalf of the above-named corporate guarantor.

Guarantor’s Legal Name:
D/B/A:
Fed ID #:	Type of Entity:
---	---
Business Address:	City:	State:	CA	Zip:
---	---	---	---	---
Contract Address:	City:	State:		Zip:
Agreed to by: Name and Title:	Signature:
---	---
Agreed to by: Name and Title:	Signature:

The undersigned hereby represents and warrants that it holds full authority to execute this Agreement on behalf of the above-named corporate guarantor.

APPENDIX A - THE FEE STRUCTURE

A.	Funding Fee - $295.00	Initial:
B.	Underwriting and Origination Fee - $ 4,999.80 paid from the funded amount	Initial:___________
---	---	---
		Initial:___________

C. NSF Fee (Standard) $35.00 (each) Up to TWO TIMES ONLY before a default is declared.

D. Blocked ACH / Default Fee $5,000.00 or 33% of outstanding Capitalized Purchased Amount balance when Merchant BLOCKS Account from our Debit ACH, or when Merchant directs the bank to reject our debit ACH, which places them in default (per contract). When Merchant changes bank Account cutting us off from our collections.

E. Bank Change Fee $50.00 When Merchant requires a change of Bank Account to be Debited, requiring us to adjust our system.

F. Wire Fee - Each Merchant shall receive their funding electronically to their designated bank account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH.

G. Seller will pay purchaser a $2,500.00 or 33% of outstanding Capitalized Purchased Amount balance stacking default fee in addition to the regular default fee.

H. Default Fee - $3,500.00 or 33% of outstanding Capitalized Purchased Amount balance -- Should the merchant change bank accounts or switch to another bank or credit-card processor without [LENDER]’s consent, or commits another a c t o f default pursuant to the Agreement.

I. Miscellaneous Service Fees -- Merchant shall pay certain fees for services related to the origination and maintenance of accounts. Each Merchant shall receive their funding electronically to their designated bank account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. The Current charge for the underwriting and origination of each Merchant Agreement is $295.00 paid from the funded amount. Merchant will be charged $25 .00 for every additional change of their operating bank account once they are active with [LENDER]. Additional copies of prior monthly statements will incur a fee of $10.00 each.

J. Legal Fees Upon Default-- Twenty percent (20%) of outstanding Capitalized Purchased Amount balance.

K. Risk Assessment Fee - $249.00

L. UCC Fee - $195.00

FOR THE MERCHANT (#1) By:	GREGORY TOWNSEND DELORY	/s/ GREGORY TOWNSEND DELORY
	(Print Name and Title)	(Signature)
FOR THE MERCHANT (#2) By:
	(Print Name and Title)	(Signature)
FOR THE MERCHANT (#3) By:
	(Print Name and Title)	(Signature)

Appendix B - Additional Collateral

To Secure Guarantor’s payment and performance obligations to [LENDER] under the Guaranty, the Guarantor hereby grants [LENDER] a security interest in Merchant’s, Owner’s, and Guarantor’s future accounts, receivables and Receipts purchased under this agreement including but not limited to all accounts and invoices in connection with those listed below:

All credit card receivables from the entities listed below, as well as any merchant processing service providers that may be used by Merchant in the future.

Signature:	GREGORY<br>TOWNSEND DELORY	/s/ GREGORY<br>TOWNSEND DELORY
	**** (Print Name)	(Signature)
Signature:
	(Print Name)	(Signature)
Signature:
	(Print Name)	(Signature)

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT)

AND DIRECT PAYMENTS (ACH DEBITS)

DEFINITIONS:

[LENDER]: [LENDER]

Seller: HELIOSPACE CORPORATION

(Merchant’s Legal Name)

Merchant Agreement: Merchant Agreement between [LENDER] and Seller, dated as of 09/30/2025

Designated Checking Account:

Bank Name:	FIRST REPUBLIC BANK	Branch:
Tax ID:	82-4652805
ABA: Routing:	321081669	DDA: Account:	[REDACTED]

Capitalized terms used in this Authorization Agreement without definition shall have the meanings set forth in the Merchant Agreement. By signing below, Seller attests that the Designated Checking Account was established for business purposes and not primarily for personal, family or household purposes. This Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) is part of (andincorporated by reference into) the Merchant Agreement. Seller should keep a copy of this important legal document forSeller’s records. DISBURSMENT OF ADVANCE PROCEEDS. By signing below, Seller authorizes [LENDER] and/or its parent entities or affiliates, to disburse the Advance proceeds less the amount of any applicable fees upon Advance approval by initiating ACH credits to the Designated Checking Account, in the amounts and at the times specified in the Merchant Agreement. By signingbelow, Seller also authorizes [LENDER] and/or its parent entities or affiliates, to collect amounts due from Seller under theMerchant Agreement by initiating ACH debits to the Designated Checking Account, as follows:

In the amount of: $ 4,996.66

(Or) Percentage of each Banking Deposit: 4.44%

On the Following Days: WEEKLY.

**** This Authorization Agreement is to remain in full force and effect until [LENDER] has received written notification from Seller at the address set forth below at least 5 banking days prior of its termination to afford [LENDER] a reasonable opportunity to act on it. The individual signing below on behalf of Seller certifies that he/she is an authorized signer on the Designate Checking Account. Seller will not dispute any ACH transaction initiated pursuant to this Authorization Agreement, provided the transaction corresponds to the terms of this Authorization Agreement. Seller requests the financial institution that holds the Designated Checking Account to honor all ACH entries initiated in accordance with this Authorization Agreement.

Seller:	HELIOSPACE CORPORATION
	(Merchant’s Legal Name)
Title:	CEO	Date:	09/30/2025
X	/s/ GREGORY TOWNSEND DELORY
Print Name:	GREGORY TOWNSEND DELORY
Title:		Date:	09/30/2025
X
	(Signature)
Print Name:
Title:		Date:	09/30/2025
X
	(Signature)
Print Name:

AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT)

AND DIRECT PAYMENTS (ACH DEBITS)

DEFINITIONS:

[LENDER]: [LENDER]

Seller: HELIOSPACE CORPORATION

(Merchant’s Legal Name)

Merchant Agreement: Merchant Agreement between [LENDER] and Seller, dated as of 09/30/2025

Designated Checking Account:

Bank Name:	FIRST REPUBLIC BANK	Branch:
Tax ID:	82-4652805
ABA: Routing:	321081669	DDA: Account:	[REDACTED]

DISBURSMENT OF ADVANCE PROCEEDS. By signing below, Seller authorizes [LENDER] and/or its parent entities or affiliates, to disburse the Advance proceeds less the amount of any applicable fees upon Advance approval by initiating ACH credits to the Designated Checking Account, in the amounts and at the times specified in the Merchant Agreement. By signing below, Seller also authorizes [LENDER] and/or its parent entities or affiliates, to collect amountsdue from Seller under the Merchant Agreement by initiating ACH debits to the Designated Checking Account, as follows:

In the amount of: $ 999.33

(Or) Percentage of each Banking Deposit: 4.44 %

On the Following Days: MONDAY-FRIDAY.

Seller:	HELIOSPACE CORPORATION
	(Merchant’s Legal Name)
Title:	CEO	Date:	09/30/2025
X	/s/ GREGORY TOWNSEND DELORY
Print Name:	GREGORY TOWNSEND DELORY
Title:		Date:	09/30/2025
X
	(Signature)
Print Name:
Title:		Date:	09/30/2025
X
	(Signature)

BANK DISCLOSURE

A. Merchant and Owner(s) affirm that all merchant’s bank accounts have been disclosed to [LENDER].

B. Merchant agrees that until the Purchased Amount is fully paid to [LENDER], Merchant will not open up any bank accounts at any other banks other than the bank disclosed on this contract, without permission in writing from [LENDER], and breach of this provision is a material breach and an event of default under this Merchant Agreement.

C. At any time, upon request by [LENDER], Merchant will provide [LENDER] bank account login access or current statements of all bank activity, within 48 hours, and refusal to do so constitutes an event of default.

D. Should any issue(s) arise with Merchant’s ability to pay, Merchant agrees to contact [LENDER] in writing at miguel@[LENDER]capitalllc.com immediately.

FOR THE MERCHANT (#1) By:	GREGORY TOWNSEND DELORY	/s/ GREGORY TOWNSEND DELORY
	(Print Name and Title)	(Signature)
FOR THE MERCHANT (#2) By:
	(Print Name and Title)	(Signature)
FOR THE MERCHANT (#3) By:
	(Print Name and Title)	(Signature)
FOR THE OWNER (#1) By:	GREGORY TOWNSEND DELORY	/s/ GREGORY TOWNSEND DELORY
	(Print Name and Title)	(Signature)
FOR THE OWNER (#2) By:
	(Print Name and Title)	(Signature)
FOR THE OWNER(#3) By:
	(Print Name and Title)	(Signature)

Dear Merchant,

Thank you for accepting an offer from [LENDER]. We are looking forward to building a relationship with your business that allows you to reach and exceed your goals. Please note that prior to funding your account, our Underwriting department needs to see the most recent balance and activity information in real-time as a fraud countermeasure and in order to ensure the health of your business aligns with the terms of your offer.

**** Please provide information required for read-only access to your business account.

Bank portal website:	N/A
Username:	N/A
Password:	N/A
Security Question/Answer1:	N/A
---	---
Security Question/Answer2:	N/A
Security Question/Answer3:	N/A
Any other information necessary to access your account:	N/A
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This Addendum (“Addendum”) is to be made a part of the purchase and sale of future receivables agreement (the “Merchant Agreement”) between [LENDER]

(“[LENDER]”) DBA [LENDER] and HELIOSPACE CORPORATION dba (“Merchant”) and HELIOSPACE the undersigned Guarantor(s) (“Guarantor(s)”) (collectively the “Parties”) dated 09/30/2025.

1.	Merchant hereby irrevocably and unconditionally waives personal<br>service of any summons, complaints, or other process, which may be made by any other means permitted by law. Merchant understands and<br>agrees that an action, lawsuit, or controversy may be taken up and considered by a court without any further notice. Merchant further<br>agrees to waive any objection to absence of formal service of process.
2.	Guarantor(s) hereby irrevocably and unconditionally waives personal<br>service of any summons, complaints, or other process, which may be made by any other means permitted by law. Guarantor(s) understands<br>and agrees that an action, lawsuit, or controversy may be taken up and considered by a court without any further notice. Guarantor(s)<br>further agrees to waive any objection to absence of formal service of process.
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3.	MERCHANT HEREBY AGREES TO ACCEPT<br>SERVICE OF ANY SUMMONS, COMPLAINT OR
---	---

OTHER PROCESS BY ELECTRONIC MAIL (“EMAIL”) AT gdelory@helio.space

OR BY UNITED STATES POSTAL SERVICE AT 2448 6TH ST, BERKELEY, CA 94710

COUNTY OF ALAMEDA, OR BY ANY OTHER MEANS PERMITTED BY LAW.

4.	GUARANTOR(s) HEREBY AGREES TO<br>ACCEPT SERVICE OF ANY SUMMONS, COMPLAINT OR

OTHER PROCESS BY ELECTRONIC MAIL (“EMAIL”) AT gdelory@helio.space

OR BY UNITED STATES POSTAL SERVICE AT 319 17TH AVE, SAN FRANCISCO, CA 94121

IN THE COUNTY OF SAN FRANCISCO, OR BY ANY OTHER MEANS PERMITTED BY LAW.

5.	Merchant or Guarantor(s) shall notify [LENDER] of any changes<br>to its physical address or email address for service. Unless [LENDER] is notified of a change in address, all addresses shall be presumed<br>to be accurate.
6.	This Addendum shall supersede any notice requirements in the<br>Merchant Agreement with respect to service of process.
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For the Guarantor(s)

Name:	GREGORY TOWNSEND DELORY	Date:	09/30/2025	Signed:	/s/ GREGORY TOWNSEND DELORY
Name:		Date:	09/30/2025	Signed:
Name:		Date:	09/30/2025	Signed:

For the Merchant

Name:	GREGORY TOWNSEND DELORY	Date:	09/30/2025	Signed:	/s/ GREGORY TOWNSEND DELORY
Name:		Date:	09/30/2025	Signed:
Name:		Date:	09/30/2025	Signed:

Addendum to Payment Rights Purchase and Sale Agreement

This Addendum to Payment Rights Purchase and Sale Agreement, dated 09/30/2025, between HELIOSPACE CORPORATION having an address at 2448 6TH ST, BERKELEY, CA 94710, (“Seller”) and [LENDER] (“Purchaser”).

W I T N E S S E T H

WHEREAS, Purchaser and Seller entered into that certain Payment Rights Purchase and Sale Agreement (the “Agreement”) (unless otherwise specifically defined herein, all capitalized terms in this Addendum shall have the meanings set forth in the Agreement); and

WHEREAS, pursuant to the Agreement, Purchaser sold certain Future Receipts to Seller, and Purchaser is using a portion the purchase price to pay off certain financial obligations of Purchaser; and

WHEREAS, the parties hereto wish to amend the terms of the Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1.	In further consideration of Seller entering into this transaction,<br>Seller shall either (a) deliver to Purchaser all of Seller’s bank account statements on or before the 10^th^ day of every<br>month during the term of the Agreement, or (b) provide Purchaser with active log on capabilities for every bank account maintained by<br>Seller so that Purchaser can access all information Purchaser feels is necessary from such accounts.
2.	During the term of the Agreement, Seller shall not enter into<br>any transactions with a third party to sell Future Receipts, or to accept a loan of any kind from any funding source without the written<br>consent from Purchaser, in accordance with the provisions of Paragraph 4 below.
---	---
3.	In the event Seller breaches the terms of Paragraphs 1 or 2<br>above, Purchaser shall have the following remedies, any or all of which may be exercised by Purchaser in its sole discretion:
---	---
a.	The Weekly Payment Amount set forth in the Agreement shall immediately double to the sum of $9,993.32 or<br> to the extent the collection method is a credit card split the holdback percentage will double to 30%;
---	---
b.	The entire balance of the Purchase Amount shall be immediately<br>due and payable;
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c.	The Confession of Judgment, if any, shall be immediately<br>filed with the appropriate court of law; and
d.	Purchaser shall avail itself of all additional remedies set<br>forth in Section 3.2 of the Agreement.
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e.	Seller will pay purchaser a $3,500.00 or 33% of outstanding<br>Capitalized Purchased Amount balance as a stacking fee in addition to the default fee.
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4.	All written notices and consents required to be given hereunder<br>shall be given in writing by depositing same in a post-paid wrapper, in an official depository under the exclusive care and custody of<br>the United States Postal Service, or by Express Mail, Federal Express or messenger service (with proper receipt therefor), or by facsimile<br>transmission with confirmed delivery addressed to the party at the address hereinabove set forth.
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5.	Except as amended hereby, the Agreement shall be and remain<br>in full force and effect and is hereby ratified and confirmed by Seller and Purchaser. To the extent any of the terms and provisions<br>of the Agreement are inconsistent with the terms and provisions of this Addendum, the terms and provisions of this Addendum shall govern<br>and control.
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6.	For convenience, this Addendum may be executed with facsimile<br>signatures and/or in any number of counterparts, each of which shall be deemed an original and all of such counterparts when taken together<br>shall constitute but one and the same documents which shall be sufficiently evidenced by such executed counterparts.
---	---

IN WITNESS WHEREOF, this Amendment has been duly executed on the day and year first written above.

By:	/s/ GREGORY TOWNSEND DELORY
GREGORY<br>TOWNSEND DELORY, individually and on behalf of Seller
By:
_________________,individually and on behalf of<br>Seller
By:
---
_________________,individually and on behalf of<br>Seller

Addendum

This Addendum is entered on 09/30/2025, by and between, [LENDER] and HELIOSPACE CORPORATION D/B/A HELIOSPACE (AND ALL OTHER ENTITIES ON “APPENDIX C”) (the “Seller”).

Should any terms of this Addendum conflict with the Merchant Agreement dated 09/30/2025, the terms of this Addendum shall govern and be controlling. Capitalized terms used herein, but not otherwise defined, shall have the same definition as in the Merchant Agreement.

Seller warrants that it understands that [LENDER] must engage a third-party, to manage the ACH withdrawals, reporting and deal tracking. For this service, Seller agrees to pay [LENDER] a nominal fee of $199.99 per month. This amount is due on the first day of the Agreement and every subsequent thirty days until the Purchased Amount is paid in full to [LENDER].

Merchant 1 (Print Name):	Merchant 2 (Print Name):
GREGORY TOWNSEND DELORY
Merchant 1 (Signature):	Merchant 2 (Signature):
/s/ GREGORY TOWNSEND DELORY
Title:	CEO	Title:
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Date:	09/30/2025	Date:	09/30/2025

Contact Information Form (THIS FORM MUST BE FILLED OUT PRIOR TO FUNDING)

EMERGENCY CONTACT #1:

Name: Pamela Washington

Relationship: Spouse

Phone Number: 4153856803

Email Address: pamela.k.washington@gmail.com

EMERGENCY CONTACT #2:

Name: Paul Turin

Relationship: Business Partner

Phone Number: (510) 501-2418

Email Address: pturin@helio.space

EMERGENCY CONTACT #3:

Name: scott nealey

Relationship: Friend

Phone Number: (415) 640-4806

Email Address: snealey@nealeylaw.com

LANDLORD CONTACT:

Name: NA

Phone Number: NA

Email Address: NA

Exhibit 10.78

[LENDER]

info@[LENDER]cap.com

STANDARD MERCHANT CASH ADVANCE AGREEMENT

This is an Agreement dated 9/30/2025 by and between [LENDER] (“FUNDER”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).

Merchant’s Legal Name:	Heliospace Corporation
D/B/A/:	Heliospace	Fed ID #:	82-4652805
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Type of Entity:	Corporations
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Business Address:	2448 6th St	City:	Berkeley	State:	CA	Zip:	94710
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Contact Address:	[REDACTED]	City:	San Francisco	State:	CA	Zip:	[REDACTED]
E-mail Address:	greg.delory@gmail.com	Phone Number:	4153856803
Purchase Price<br><br> <br>This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). This amount may be paid in installments if there is an Addendum stating that it will be paid in installments.	$80,000
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Receivables Purchased Amount<br><br> <br>This is the amount of Receivables (defined in Section 1 below) being sold. This amount may be sold in installments if there is an Addendum stating that it will be sold in installments.	$120,000
Specified Percentage<br><br> <br>This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full.	6.00%
Net Funds Provided<br><br> <br>This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments.	$72,555
Net Amount to Be Received Directly by Merchant(s)<br><br> <br>This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to any Addendum to this Agreement. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments. If any deduction is being made from the Purchase Price to pay off another obligation by Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to change based on any change in the amount of the other obligation(s) to be paid off.	$72,555
Initial Estimated Payment<br><br> <br>This is the initial amount of periodic payments collected from Merchant(s) as an approximation of no more than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 below.	$5,000<br><br> per week
9/30/2025
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STANDARD MERCHANT CASH ADVANCE AGREEMENT

TERMS AND CONDITIONS

**1.**Saleof Future Receipts. Merchant(s) hereby sell, assign, and transfer to FUNDER (making FUNDER the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from each Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each Merchant’s business), for the payment of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by Merchant(s) to FUNDER. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by FUNDER, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of FUNDER and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for FUNDER and that each Merchant will hold Receivables in trust for FUNDER in its capacity as a fiduciary for FUNDER.

The Receivables Purchased Amount shall be paid to FUNDER by each Merchant irrevocably authorizing only one depositing account acceptable to FUNDER (the “Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as FUNDER receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes FUNDER to ACH debit in one or more ACH transactions the specified remittances and any applicable fees listed in Section 2 from the Account on a daily basis (unless a different frequency is provided for herein) as of the next business day (or designated day of each week in the case of weekly payments) after the date of this Agreement and will provide FUNDER with all required logins, passwords, access codes, and monthly bank (or credit union) statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). FUNDER is not responsible for any overdrafts or rejected transactions that may result from FUNDER’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of the Receivables collected by FUNDER on a cash basis as opposed to on an accrual basis exceeds the amount of the Purchase Price, FUNDER will be permitted not to treat any amount collected under this Agreement as profit for taxation and accounting purposes.

2.Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to FUNDER for the following fees, where applicable:

A.	$7,200 - Origination Fee. This will be deducted from<br>payment of the Purchase Price.
B.	Wire Fee -<br>Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank<br>ACH. This will be deducted from payment of the Purchase Price.
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C.	NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to<br>the Account by FUNDER is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives FUNDER<br>notice no more than one business day in advance that the Account will have insufficient funds to be debited by FUNDER and no Merchant<br>is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by FUNDER or may be collected<br>in addition to any other payment collected by FUNDER under this Agreement.
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D.	Default Fee - $2,500.00 -<br>if an Event of Default has taken place under Section 30.
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E.	UCC Fee -<br>$195.00 – to cover FUNDER filing a UCC-1 financing statement to secure its interest in the Receivables Purchased Amount.<br>If a UCC-1 financing statement is filed at the time this Agreement is funded, then the UCC Fee will be deducted from payment of the Purchase<br>Price. A $195.00 UCC termination fee will be charged if a UCC filing is terminated.
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F.	$ 0 - compliance with applicable disclosure requirements. This will be deducted from payment<br> of the Purchase Price.
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G.	Court costs, arbitration fees, collection agency fees, attorney<br>fees, expert fees, and any other expenses incurred in litigation, arbitration, or the enforcement of any of FUNDER’s legal or contractual<br>rights against each Merchant, if required, as explained in other Sections of this Agreement.
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3.Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, FUNDER may instead debit an “Estimated Payment” from the Account every week. The Estimated Payment is intended to be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $5,000, subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, FUNDER is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because FUNDER was closed that day, to make up for any previous Estimated Payment that was not collected because the debit did not clear for any reason, to collect any amount due resulting from a reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to collect any amount due as a result of an Event of Default defined in Section 30.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

Upon one day’s advance written notice to Merchant(s), FUNDER may elect to change the frequency of the Estimated Payment as applicable from daily to weekly or from weekly to daily. If the frequency of the Estimated Payment is being changed from weekly to daily, then the amount of the daily Estimated Payment will be one fifth of the amount of the weekly Estimated Payment. If the frequency of the Estimated Payment is being changed from daily to weekly, then the amount of the weekly Estimated Payment will be five times of the amount of the daily Estimated Payment. No Estimated Payment will be debited on a daily basis during a week in which a weekly payment was already successfully collected. If any Estimated Payment was debited from the Account on a daily basis, then any Estimated Payment debited on a weekly basis during that week must be reduced by the total of all daily payments already successfully collected for that week so that the debit for that weekly Estimated Payment will not exceed the amount that could be collected if all Estimated Payments for that week were debited on a daily basis.

Reconciliations. Any Merchant may contact FUNDER’s Reconciliation Department to request that FUNDER conduct a reconciliation in order to ensure that the amount that FUNDER has collected equals the Specified Percentage of Merchant(s)’s Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of the request to FUNDER or by sending an e-mail to info@[LENDER]cap.com stating that reconciliation is being requested. In order to effectuate the reconciliation, any Merchant must produce with its request all bank (or, if applicable, credit union) statements (a month to date statement or equivalent thereof may be used to cover any period for which a monthly statement is not available) covering the period from the date of this Agreement through the date of th e request for a reconciliation and, if available, the login and password for the Account. If any Merchant has a merchant processing account, then FUNDER may give Merchant(s) written notice that all statements (a month to date statement or equivalent thereof may be used to cover any period for which a monthly statement is not available) for each such account covering the period from the date of this Agreement through the date of the request for a reconciliation must be submitted with the request for reconciliation. FUNDER will complete each reconciliation requested by any Merchant within two business days after receipt of proper notice of a request for one accompanied by the information and documents required for it. FUNDER may also conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering the period from the date of this Agreement until the date of initiation of the reconciliation, each such reconciliation will be completed within two business days after its initiation, and FUNDER will give each Merchant written notice of the determination made based on the reconciliation within one business day after its completion. If a reconciliation determines that FUNDER collected more than it was entitled to, then FUNDER will credit to the Account all amounts to which FUNDER was not entitled and, if there is an Estimated Payment, modify the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that FUNDER collected less than it was entitled to, then FUNDER may debit from the Account all additional amounts to which FUNDER was entitled and, if there is an Estimated Payment, modify the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. Nothing herein limits the amount of times that a reconciliation may be requested or conducted.

4.Merchant Deposit Agreement. Merchant(s) shall appoint a bank (or credit union) acceptable to FUNDER, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide FUNDER and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize FUNDER and/or its agent(s) to deduct the amounts owed to FUNDER for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to FUNDER by permitting FUNDER to withdraw the Specified Percentage or the Estimated Payment by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent FUNDER’s written consent until the Receivables Purchased Amount and all fees due under this Agreement have been paid in full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement.

5.Term of Agreement. The term of this Agreement is indefinite and shall continue until FUNDER receives the full Receivables Purchased Amount and all fees due under this Agreement, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 23, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

6.Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to FUNDER under this Agreement are being made in the ordinary course of each Merchant’s business.

7.Financial Condition. Each Merchant authorizes FUNDER and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to FUNDER any bank, credit union, or financial statements, tax returns, and other reasonably pertinent documents and records, as requested by FUNDER prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. FUNDER is authorized to update such information and financial profiles from time to time as it deems appropriate.

8.Monitoring, Recording, and Electronic Communications. FUNDER may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between FUNDER and any Merchant or its representatives may be monitored and/or recorded. Each Merchant grants access for FUNDER to enter any Merchant’s premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement.

FUNDER may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s) and Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant and each Owner gives FUNDER permission to call or send a text message to any telephone number given to FUNDER in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant’s account over the phone. Each Merchant and each Owner also gives FUNDER permission to communicate such information to them by e-mail. Each Merchant and each Owner agree that FUNDER will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant and each Owner acknowledge that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that FUNDER has no liability for any such charges.

9. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of FUNDER’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. FUNDER may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to FUNDER. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize FUNDER, its agents and representatives, and any credit-reporting agency engaged by FUNDER, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of its Owners for the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation to FUNDER under this Agreement or for FUNDER’s ability to determine any Merchant’s eligibility to enter into any future agreement with FUNDER. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation.

Authorizationfor soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to FUNDER under the Fair Credit Reporting Act, authorizing FUNDER to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant authorizes FUNDER to obtain such information solely to conduct a pre-qualification for credit.

Authorizationfor hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to FUNDER under the Fair Credit Reporting Act, authorizing FUNDER to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant authorizes FUNDER to obtain such information in accordance with a merchant cash advance application.

10.Transactional History. Each Merchant authorizes its bank (or credit union) to provide FUNDER with its banking and/or credit card processing history.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

11. Indemnification. Each Merchant jointly and severally indemnifies and holds harmless each Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by FUNDER for monies owed to FUNDER from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by FUNDER.

12.No Liability. In no event will FUNDER be liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each Merchant.

13.Sale of Receivables. Each Merchant and FUNDER agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from FUNDER to any Merchant. FUNDER is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in FUNDER not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Notwithstanding any provision in this Agreement to the contrary, no act or omission by a Merchant after it goes out of business, during the pendency of any voluntary or involuntary bankruptcy case in which the Merchant is a debtor, or after the Merchant is granted a discharge or the equivalent thereof in any bankruptcy case will cause that Merchant to be in default of this Agreement. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. FUNDER has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to FUNDER in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each Merchant acknowledges that FUNDER does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate. If a court or arbitrator determines that FUNDER has charged or received interest under this Agreement in excess of the highest rate permitted by applicable law, then the rate in effect under this Agreement will automatically be reduced to the maximum rate permitted by applicable law and FUNDER will promptly refund to Merchant(s) any amount received by FUNDER that would otherwise be considered interest in excess of the maximum lawful rate, with it being intended that Merchant(s) not pay or contract to pay and that FUNDER not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant(s) or received by FUNDER under applicable law.

14.Power of Attorney. Each Merchant irrevocably appoints FUNDER as its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to FUNDER for the benefit of each Merchant and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then each Merchant irrevocably appoints FUNDER as its agent and attorney- in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to FUNDER from each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to FUNDER; and (iv) to file any claims or take any action or institute any proceeding which FUNDER may deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount.

15.Protections Against Default. The following Protections 1 through 5 may be invoked by FUNDER, immediately and without notice to any Merchant if any Event of Default listed in Section 30 has occurred.

Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately.

Protection 2. FUNDER may enforce its security interest in the Collateral identified in Section 29.

Protection 3. FUNDER may proceed to protect and enforce its rights and remedies by litigation or arbitration.

Protection 4. FUNDER may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank (or credit union) account or otherwise, in an amount consistent with the terms of this Agreement.

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Protection 5. FUNDER will have the right, without waiving any of its rights and remedies and without notice to any Merchant, to notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to FUNDER of all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to FUNDER an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints FUNDER and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor and account debtor(s) to make payment to FUNDER as contemplated by this Section.

16.Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner, in respect of himself or herself personally, authorizes FUNDER to disclose information concerning each Merchant and/or Owner’s credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant and Owner hereby waives to the maximum extent permitted by law any claim for damages against FUNDER or any of its affiliates relating to any (i) investigation undertaken by or on behalf of FUNDER as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.

17.Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by FUNDER, including this Agreement and any other FUNDER documents (collectively, “Confidential Information”) are proprietary and confidential information of FUNDER. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of FUNDER to any person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 18.

18.D/B/As. Each Merchant hereby acknowledges and agrees that FUNDER may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between FUNDER and each Merchant, including the filing of UCC-1 financing statements and other notices or filings.

19.Affiliates. Each Merchant acknowledges and agrees that this Agreement may be serviced by an affiliate of FUNDER that may pay part or all of the Purchase Price on behalf of FUNDER, administer part or all of the ACH debits on behalf of FUNDER under this Agreement, and/or file UCC-1 financing statements and other notices or filings. FUNDER will give each Merchant written notice if any such affiliate will provide services for FUNDER under this Agreement.

20.Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank (or credit union) and financial statements, copies of which have been furnished to FUNDER, and future statements which will be furnished hereafter at the request of FUNDER, fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise FUNDER of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement.

23.Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without FUNDER’s prior written consent, change its Processor, add terminals, change its financial institution or bank (or credit union) account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement.

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24.Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to FUNDER or change any place(s) of its business without giving prior written notice to FUNDER.

25.No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it.

26.Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of FUNDER, other than any for which FUNDER has actual or constructive knowledge or inquiry notice as of the date of this Agreement.

27.Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes.

28.Security Interest. To secure each Merchant’s performance obligations to FUNDER under this Agreement and any future agreement with FUNDER, each Merchant hereby grants to FUNDER a security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to FUNDER under any other agreement between any Merchant and FUNDER (the “Cross-Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross-Collateral, as applicable.

Each Merchant agrees to execute any documents or take any action in connection with this Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes FUNDER to file any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to FUNDER with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with FUNDER’s rights. Each Merchant shall be liable for and FUNDER may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by FUNDER in protecting, preserving, and enforcing FUNDER’s security interest and rights. Each Merchant further acknowledges that FUNDER may use another legal name and/or D/B/A or an agent when designating the Secured Party when FUNDER files the above-referenced financing statement(s).

29. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:

(1) Any representation or warranty by any Merchant to FUNDER proves to have been made intentionally false or misleading in any material respect when made; or

(2) Any Merchant intentionally prevents FUNDER from collecting in accordance with the terms of this Agreement any part of the Receivables Purchased Amount.

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30.REMEDIES. IN CASE ANY EVENT OF DEFAULT OCCURSAND IS NOT WAIVED, FUNDER MAY PROCEED TO PROTECT AND ENFORCE ITS RIGHTS OR REMEDIES BY SUIT IN EQUITY OR BY ACTION AT LAW, OR BOTH, WHETHERFOR THE SPECIFIC PERFORMANCE OF ANY COVENANT, AGREEMENT, OR OTHER PROVISION CONTAINED HEREIN, OR TO ENFORCE THE DISCHARGE OF EACH MERCHANT’SOBLIGATIONS HEREUNDER, OR ANY OTHER LEGAL OR EQUITABLE RIGHT OR REMEDY. ALL RIGHTS, POWERS, AND REMEDIES OF FUNDER IN CONNECTION WITHTHIS AGREEMENT, INCLUDING EACH PROTECTION LISTED IN SECTION 16, MAY BE EXERCISED AT ANY TIME BY FUNDER AFTER THE OCCURRENCE OF AN EVENTOF DEFAULT, ARE CUMULATIVE AND NOT EXCLUSIVE, AND WILL BE IN ADDITION TO ANY OTHER RIGHTS, POWERS, OR REMEDIES PROVIDED BY LAW OR EQUITY.

31.Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of FUNDER, which consent may be withheld in FUNDER’s sole discretion. FUNDER may assign, transfer, or sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount, and its rights under Section 29 of this Agreement, and any other agreement, instrument, or document executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or delegate its duties hereunder or thereunder, either in whole or in part. From and after the effective date of any such assignment or transfer by FUNDER, whether or not any Merchant has actual notice thereof, this Agreement and each Related Agreement shall be deemed amended and modified (without the need for any further action on the part of any Merchant or FUNDER) such that the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the extent provided in the assignment document between FUNDER and such assignee (the “Assignment Agreement”), have the rights and obligations of FUNDER under this Agreement and such Related Agreements with respect to the portion of the Receivables Purchased Amount set forth in such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and Additional Collateral, FUNDER’s rights under Section 16 of this Agreement (Protections Against Default), and to receive damages from any Merchant following a breach of this Agreement by any Merchant. In connection with such assignment, FUNDER may disclose all information that FUNDER has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon FUNDER’s request.

32.Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may also be given to any Merchant by e-mail to the E-mail Address listed on the first page of this Agreement or by text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone. Each Merchant must set its spam or junk mail filter to accept e-mails sent by info@[LENDER]cap.com and its domain. Written notice may also be given to FUNDER by e-mail to info@[LENDER]cap.com . Written notice given under this Section by e- mail will be effective upon dispatch. This Section is not applicable to service of process or notices in any legal proceedings.

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33.CHOICE OF LAW. EACH MERCHANT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT WAS MADE IN THE STATE OF NEW YORK, THAT THE PURCHASE PRICEIS BEING PAID BY FUNDER IN THE STATE OF NEW YORK, THAT THE RECEIVABLES PURCHASED AMOUNT IS BEING DELIVERED TO FUNDER IN THE STATE OFNEW YORK, AND THAT THE STATE OF NEW YORK HAS A REASONABLE RELATIONSHIP TO THE TRANSACTIONS ENCOMPASSED BY THIS AGREEMENT. THIS AGREEMENT,ANY DISPUTE OR CLAIM RELATING HERETO, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE, AND THE RELATIONSHIP BETWEEN FUNDERAND EACH MERCHANTFUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANYAPPLICABLE PRINCIPLES OF CONFLICT OF LAWS. EACH MERCHANT AGREES THAT THE PROVISIONS OF CHAPTER 22.1 OF TITLE 6.2 OF THE VIRGINIA CODEARE NOT APPLICABLE TO THIS AGREEMENT UNLESS A MERCHANT HAS A PRINCIPAL PLACE OF BUSINESS LOCATED IN THE COMMONWEALTH OF VIRGINIA ANDTHERE IS NO APPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONS OF DIVISION 9.5 OF THE CALIFORNIA FINANCIALCODE ARE NOT APPLICABLE TO THIS AGREEMENT IF NO BUSINESS ADDRESS LISTED ON THE FIRST PAGE OF THIS AGREEMENT OR IN ANY ADDENDUM HERETOIS LOCATED IN THE STATE OF CALIFORNIA OR IF THERE IS ANY APPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONSOF CHAPTER 27 OF TITLE 7 OF THE UTAH CODE ARE NOT APPLICABLE TO THIS AGREEMENT IF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARENOT CONSUMMATED IN THE STATE OF UTAH, IF THE COMMERCIAL FINANCING TRANSACTION IS FOR MORE THAN $1,000,000.00, IF FUNDER WILL HAVE CONSUMMATEDFIVE OR FEWER COMMERCIAL FINANCING PRODUCTS IN UTAH IN THE 12-MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, OR IF THERE IS ANY OTHERAPPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONS OF ARTICLE 8 OF THE NEW YORK FINANCIAL SERVICES LAW ANDPART 600, TITLE 23 OF THE NEW YORK CODES, RULES AND REGULATIONS ARE NOT APPLICABLE TO THIS AGREEMENT IF NO BUSINESS ADDRESS LISTED ONTHE FIRST PAGE OF THIS AGREEMENT OR IN ANY ADDENDUM HERETO IS LOCATED IN THE STATE OF NEW YORK OR IF THERE IS ANY APPLICABLE EXEMPTIONFROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONS OF PART XIII OF CHAPTER 559, FLORIDA STATUTES ARE NOT APPLICABLE TO THIS AGREEMENTIF NO BUSINESS ADDRESS LISTED ON THE FIRST PAGE OF THIS AGREEMENT OR IN ANY ADDENDUM HERETO IS LOCATED IN THE STATE OF FLORIDA OR IFTHERE IS ANY APPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONS OF PART 2 OF ARTICLE 15 OF CHAPTER 1 OFTHE CODE OF GEORGIA ARE NOT APPLICABLE TO THIS AGREEMENT IS NO BUSINESS ADDRESS LISTED ON THE FIRST PAGE OF THIS AGREEMENT OR IN ANYADDENDUM HERETO IS LOCATED IN THE STATE OF GEORGIA OR IF THERE IS ANY APPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THATTHE PROVISIONS OF PART XVI OF CHAPTER 669 OF THE GENERAL STATUTES OF CONNECTICUT ARE NOT APPLICABLE TO THIS AGREEMENT IF NO BUSINESSADDRESS LISTED ON THE FIRST PAGE OF THIS AGREEMENT OR IN ANY ADDENDUM HERETO IS LOCATED IN THE STATE OF CONNECTICUT, IF THE EXTENSIONOF SALES-BASED FINANCING IS IN ANY AMOUNT EXCEEDING $250,000.00, IF INCLUDING THIS AGREEMENT, FUNDER WILL HAVE EXTENDED NOT MORE THANFIVE COMMERCIAL FINANCING TRANSACTIONS IN CONNECTICUT IN THE PRECEDING 12-MONTH PERIOD ENDING ON THE DATE OF THIS AGREEMENT, OR IF THEREIS ANY OTHER APPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONS OF THE KANSAS COMMERCIAL FINANCING DISCLOSUREACT ARE NOT APPLICABLE TO THIS AGREEMENT IF NO BUSINESS ADDRESS LISTED ON THE FIRST PAGE OF THIS AGREEMENT OR IN ANY ADDENDUM HERETOIS LOCATED IN THE STATE OF KANSAS OR IF THERE IS ANY APPLICABLE EXEMPTION FROM THE STATUTE. EACH MERCHANT AGREES THAT THE PROVISIONSOF THE MISSOURI COMMERCIAL FINANCING DISCLOSURE ACT ARE NOT APPLICABLE TO THIS AGREEMENT IF NO BUSINESS ADDRESS LISTED ON THE FIRST PAGEOF THIS AGREEMENT OR IN ANY ADDENDUM HERETO IS LOCATED IN THE STATE OF MISSOURI OR IF THERE IS ANY APPLICABLE EXEMPTION FROM THE STATUTE.EACH MERCHANT AGREES THAT THE PROVISIONS OF CHAPTER 398 OF THE TEXAS FINANCE CODE ARE NOT APPLICABLE TO THIS AGREEMENT IF NO MERCHANTIS LOCATED IN THE STATE OF TEXAS OR IF THERE IS ANY APPLICABLE EXEMPTION FROM THE STATUTE.

34.VENUE AND FORUM SELECTION. ANY LITIGATION RELATING TO THIS AGREEMENT, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OROTHERWISE, OR INVOLVING FUNDER ON ONE SIDE AND ANY MERCHANT ON THE OTHER MUST BE COMMENCED AND MAINTAINED IN ANY STATE COURT LOCATED INTHE STATE OF NEW YORK, INCLUSIVE OF THE COUNTIES OF KINGS, MONROE, NASSAU, NEW YORK, ONTARIO, SULLIVAN, AND QUEENS (THE “ACCEPTABLEFORUMS”). THE PARTIES AGREE THAT THE ACCEPTABLE FORUMS ARE CONVENIENT, SUBMIT TO THE JURISDICTION OF THE ACCEPTABLE FORUMS, ANDWAIVE ANY AND ALL OBJECTIONS TO THE JURISDICTION OR VENUE OF THE ACCEPTABLE FORUMS. IF ANY LITIGATION IS INITIATED IN ANY OTHER VENUEOR FORUM, THE PARTIES WAIVE ANY RIGHT TO OPPOSE ANY MOTION OR APPLICATION MADE BY ANY PARTY TO TRANSFER SUCH LITIGATION TO AN ACCEPTABLEFORUM. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN ADDITION TO THE ACCEPTABLE FORUMS, ANY LITIGATION AGAINST ANYMERCHANT MAY BE COMMENCED AND MAINTAINED IN ANY COURT THAT WOULD OTHERWISE BE OF COMPETENT JURISDICTION, AND EACH MERCHANT AGREES THATTHOSE COURTS ARE CONVENIENT, SUBMITS TO THE JURISDICTION OF THOSE COURTS, WAIVES ANY AND ALL OBJECTIONS TO THE JURISDICTION OR VENUE OFTHOSE COURTS, AND MAY OPPOSE ANY MOTION OR APPLICATION MADE BY ANY PARTY TO TRANSFER ANY SUCH LITIGATION TO AN ACCEPTABLE FORUM. NOTWITHSTANDINGANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, EACH MERCHANT WAIVES THE RIGHT TO REMOVE TO FEDERAL COURT ANY LITIGATION COMMENCED AGAINSTIT BY FUNDER IN A STATE COURT.

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35. JURY WAIVER. THE PARTIES AGREE TO WAIVE TRIAL BY JURY IN ANY DISPUTE BETWEEN THEM.

36.COUNTERCLAIM WAIVER. IN ANY LITIGATION OR ARBITRATION COMMENCED BY FUNDER, NO MERCHANT WILL BE PERMITTED TO INTERPOSE ANYCOUNTERCLAIM.

37.STATUTES OF LIMITATIONS. EACH MERCHANT AGREES THAT ANY CLAIM, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE,THAT IS NOT ASSERTED AGAINST FUNDER WITHIN ONE YEAR AFTER ITS ACCRUAL WILL BE TIME BARRED. NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENTTO THE CONTRARY, EACH MERCHANT AGREES THAT ANY OBJECTION BY IT TO THE JURISDICTION OF AN ARBITRATOR OR TO THE ARBITRABILITY OF THE DISPUTEAND ANY APPLICATION MADE BY IT TO STAY AN ARBITRATION INITIATED AGAINST IT BY FUNDER WILL BE TIME BARRED IF MADE MORE THAN 20 DAYS AFTERRECEIPT OF THE DEMAND FOR ARBITRATION.

38.LEGAL FEES AND COSTS. IF AN EVENT OF DEFAULT OCCURS OR FUNDER PREVAILS IN ANY LITIGATION OR ARBITRATION WITH ANY MERCHANT,THEN EACH MERCHANT MUST PAY FUNDER’S REASONABLE ATTORNEY FEES, WHICH MAY INCLUDE A CONTINGENCY FEE, AS WELL AS ADMINISTRATIVE ORFILING FEES AND ARBITRATOR COMPENSATION IN ANY ARBITRATION, EXPERT WITNESS FEES, AND COSTS OF SUIT.

39.PREJUDGMENT AND POSTJUDGMENT INTEREST. IF FUNDER BECOMES ENTITLED TO THE ENTRY OF A JUDGMENT AGAINST ANY MERCHANT, THENFUNDER WILL BE ENTITLED TO THE RECOVERY OF PREJUDGMENT INTEREST AT A RATE OF 24% PER ANNUM (OR 16% PER ANNUM INSTEAD IF ANY MERCHANT ISA SOLE PROPRIETORSHIP), AND UPON ENTRY OF ANY SUCH JUDGMENT, IT WILL ACCRUE INTEREST AT A POSTJUDGMENT RATE OF 24% PER ANNUM (OR 16% PERANNUM INSTEAD IF ANY MERCHANT IS A SOLE PROPRIETORSHIP), WHICH RATE WILL GOVERN OVER THE STATUTORY RATE OF INTEREST UP UNTIL ACTUAL SATISFACTIONOF THE JUDGMENT.

40.CLASS ACTION WAIVER. FUNDER AND EACH MERCHANT AGREE THAT THEY MAY BRING CLAIMS AGAINST EACH OTHER RELATING TO THIS AGREEMENTONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDINGS.

41.ARBITRATION. ANY ACTION OR DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE,RELATING TO THIS AGREEMENT OR INVOLVING FUNDER ON ONE SIDE AND ANY MERCHANT ON THE OTHER, INCLUDING, BUT NOT LIMITED TO ISSUES OF ARBITRABILITY,AND INCLUDING, WITHOUT LIMITATION, ANY ACTION OR DISPUTE THAT PREDATES THIS AGREEMENT, WILL, AT THE OPTION OF ANY PARTY TO SUCH ACTIONOR DISPUTE, BE DETERMINED BY ARBITRATION IN THE STATE OF NEW YORK. A JUDGMENT OF THE COURT SHALL BE ENTERED UPON THE AWARD MADE PURSUANTTO THE ARBITRATION. THE ARBITRATION WILL BE ADMINISTERED EITHER BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATIONRULES AS ARE IN EFFECT AT THAT TIME, WHICH RULES ARE AVAILABLE AT WWW.ADR.ORG, BY ARBITRATION SERVICES, INC. UNDER ITS COMMERCIAL ARBITRATION RULES AS ARE IN EFFECT AT THAT TIME, WHICHRULES ARE AVAILABLE AT WWW.ARBITRATIONSERVICESINC.COM, BY JAMS UNDER ITS STREAMLINED ARBITRATION RULES & PROCEDURES AS ARE IN EFFECT AT THAT TIME, WHICHRULES ARE AVAILABLE AT WWW.JAMSADR.COM, BYMEDIATION AND CIVIL ARBITRATION, INC. UNDER ITS COMMERCIAL ARBITRATION RULES AS ARE IN EFFECT AT THAT TIME, WHICH RULES ARE AVAILABLEAT WWW.MCARBITRATION.ORG, ORBY RESOLUTE SYSTEMS, LLC UNDER ITS FINANCIAL DISPUTE ARBITRATION RULES AS ARE IN EFFECT AT THAT TIME, WHICH RULES ARE AVAILABLE AT WWW.RESOLUTESYSTEMS.COM. ONCEAN ARBITRATION IS INITIATED WITH ONE OF THESE ARBITRATION FORUMS, IT MUST BE MAINTAINED EXCLUSIVELY BEFORE THAT ARBITRATION FORUM ANDNO OTHER ARBITRATION FORUM SPECIFIED HEREIN MAY BE USED. AS A PREREQUISITE TO MAKING A MOTION TO COMPEL ARBITRATION IN ANY LITIGATION,THE PARTY MAKING THE MOTION MUST FIRST FILE A DEMAND FOR ARBITRATION WITH THE CHOSEN ARBITRATION TRIBUNAL AND PAY ALL FILING AND/OR ADMINISTRATIVEFEES REQUIRED TO INITIATE THE ARBITRATION. IF THE AMERICAN ARBITRATION ASSOCIATION IS SELECTED, THEN NOTWITHSTANDING ANY PROVISION TOTHE CONTRARY IN ITS COMMERCIAL ARBITRATION RULES, THE EXPEDITED PROCEDURES WILL ALWAYS APPLY AND ITS PROCEDURES FOR LARGE, COMPLEX COMMERCIALDISPUTES WILL NOT APPLY. IF RESOLUTE SYSTEMS, LLC IS SELECTED, THEN EACH MERCHANT THAT HAS NOT FILED AN ANSWER WITHIN THE TIME PERMITTEDIN THE ARBITRATION WILL BE DEEMED TO HAVE AGREED TO WAIVE ORAL HEARINGS IN THE ARBITRATION. NOTWITHSTANDING ANY PROVISION TO THE CONTRARYIN THE ARBITRATION RULES OF THE ARBITRATION FORUM SELECTED, THE ARBITRATION WILL BE HEARD BY ONE ARBITRATOR AND NOT BY A PANEL OF ARBITRATORS,ANY ARBITRATION HEARING RELATING TO THIS AGREEMENT MUST BE HELD IN THE COUNTIES OF NASSAU, NEW YORK, QUEENS, OR KINGS IN THE STATE OFNEW YORK, ANY PARTY, REPRESENTATIVE, OR WITNESS IN AN ARBITRATION HEARING WILL BE PERMITTED TO ATTEND, PARTICIPATE, AND TESTIFY REMOTELYBY TELEPHONE OR VIDEO CONFERENCING, AND THE ARBITRATOR APPOINTED WILL NOT BE REQUIRED TO BE A NATIONAL OF A COUNTRY OTHER THAN THAT OFTHE PARTIES TO THE ARBITRATION.

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EACHMERCHANT ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT IS THE PRODUCT OF COMMUNICATIONS CONDUCTED BY TELEPHONE AND THE INTERNET, WHICHARE INSTRUMENTALITIES OF INTERSTATE COMMERCE, THAT THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT WILL BE MADE BY WIRE TRANSFERAND ACH, WHICH ARE ALSO INSTRUMENTALITIES OF INTERSTATE COMMERCE, AND THAT THIS AGREEMENT THEREFORE EVIDENCES A TRANSACTIONAFFECTING INTERSTATE COMMERCE. ACCORDINGLY, NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT OR THE ARBITRATION RULESOF THE ARBITRATION FORUM, ALL MATTERS OF ARBITRATION RELATING TO THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITHTHE PROVISIONS OF THE FEDERAL ARBITRATION ACT, CODIFIED AS TITLE 9 OF THE UNITED STATES CODE, HOWEVER ANY APPLICATION FOR INJUNCTIVERELIEF IN AID OF ARBITRATION OR TO CONFIRM AN ARBITRATION AWARD MAY BE MADE UNDER ARTICLE 75 OF THE NEW YORK CIVIL PRACTICE LAW ANDRULES OR THE LAWS OF THE JURISDICTION IN WHICH THE APPLICATION IS MADE, AND THE APPLICATION WILL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS UNDER WHICH THE APPLICATION IS MADE, WITHOUT REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. ANYEMPLOYEE, AGENT, ATTORNEY, MEMBER, MANAGER, OFFICER, SUBSIDIARY, AFFILIATE ENTITY, SUCCESSOR, OR ASSIGN OF FUNDER MAY ELECT TO HAVEANY ACTION OR DISPUTE WITH ANY MERCHANT DETERMINED BY ARBITRATION AS IF THAT EMPLOYEE, AGENT, ATTORNEY, MEMBER, MANAGER, OFFICER,SUBSIDIARY, AFFILIATE ENTITY, SUCCESSOR, OR ASSIGN OF FUNDER WAS A PARTY TO THE ARBITRATION AGREEMENT CONTAINED HEREIN. ANY PARTY TOA LAWSUIT IN WHICH FUNDER AND ANY MERCHANT ARE PARTIES MAY ELECT TO HAVE THE MATTER DETERMINED BY ARBITRATION AS IF THAT PARTY WAS APARTY TO THE ARBITRATION AGREEMENT CONTAINED HEREIN.

42.SERVICE OF PROCESS. EACH MERCHANT CONSENTS TO SERVICE OF PROCESS AND LEGAL NOTICES MADE BY FIRST CLASS OR PRIORITY MAILDELIVERED BY THE UNITED STATES POSTAL SERVICE AND ADDRESSED TO THE CONTACT ADDRESS SET FORTH ON THE FIRST PAGE OF THIS AGREEMENT OR ANYOTHER ADDRESS(ES) PROVIDED IN WRITING TO FUNDER BY ANY MERCHANT, AND ANY SUCH SERVICE WILL BE DEEMED COMPLETE UPON DISPATCH. EACH MERCHANTALSO CONSENTS TO SERVICE OF PROCESS AND LEGAL NOTICES MADE BY E-MAIL TO THE E-MAIL ADDRESS SET FORTH ON THE FIRST PAGE OF THIS AGREEMENTOR ANY OTHER E-MAIL ADDRESS(ES) PROVIDED IN WRITING TO FUNDER BY ANY MERCHANT, AND ANY SUCH SERVICE WILL BE DEEMED COMPLETE UPON DISPATCH.EACH MERCHANT AGREES THAT IF IT IS A PARTY TO A LITIGATION OR ARBITRATION WITH FUNDER, THEN A SINGLE E-MAIL TO ITS DESIGNATED E-MAIL ADDRESSFOR SERVICE OF PROCESS UNDER THIS AGREEMENT WILL BE SUFFICIENT TO SERVE LEGAL PROCESS SIMULTANEOUSLY UPON ALL PARTIES TO THAT LITIGATIONOR ARBITRATION THAT HAVE CONSENTED TO SERVICE OF PROCESS BY E-MAIL TO THAT E-MAIL ADDRESS. EACH MERCHANT AGREES THAT IT WILL BE PRECLUDEDFROM ASSERTING THAT IT DID NOT RECEIVE SERVICE OF PROCESS OR ANY OTHER NOTICE MAILED TO THE CONTACT ADDRESS SET FORTH ON THE FIRST PAGEOF THIS AGREEMENT OR E-MAILED TO THE E-MAIL ADDRESS SET FORTH ON THE FIRST PAGE OF THIS AGREEMENT IF IT DOES NOT FURNISH A CERTIFIED MAILRETURN RECEIPT SIGNED BY FUNDER DEMONSTRATING THAT FUNDER WAS PROVIDED WITH NOTICE OF A CHANGE IN THE CONTACT ADDRESS OR THE E-MAIL ADDRESS.

43.Survival of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated unless specified otherwise in this Agreement.

44.Waiver. No failure on the part of FUNDER to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

45.Independent Sales Organizations/Brokers. Each Merchant acknowledges that it may have been introduced to FUNDER by or received assistance in entering into this Agreement from an independent sales organization or broker (“ISO”). Each Merchant agrees that any ISO is separate from and is not an agent or representative of FUNDER. Each Merchant acknowledges that FUNDER is not bound by any representation, promise, or agreement made by any ISO that is not contained within this Agreement. Each Merchant exculpates from liability and agrees to hold harmless and indemnify FUNDER and its officers, directors, members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by any Merchant resulting from any act or omission by any ISO. Each Merchant acknowledges that any fee that it paid to any ISO for its services is separate and apart from any payment under this Agreement. Each Merchant acknowledges that FUNDER does not in any way require the use of an ISO and that any fees charged by any ISO are not required as a condition or incident to this Agreement.

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46.Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties.

47.Severability. If any provision or any portion of any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision or portion thereof necessary to make it valid and enforceable will be deemed to be part thereof. If any provision or any portion of any provision of this Agreement is deemed void, all other provisions and portions thereof will remain in effect.

48.Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

49.Attorney Review; No Construction Against FUNDER. Each Merchant acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. This Agreement will be construed without regard to the party or parties responsible for the preparation of same and will be deemed as prepared jointly by FUNDER and each Merchant. Any ambiguity or uncertainty in this Agreement will not be interpreted or construed against any party.

50.Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern.

51.Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies of this Agreement will have the full force and effect of an original.

EACH UNDERSIGNED HEREBY ACCEPTSTHE TERMS OF THIS AGREEMENT

FORTHE MERCHANT/OWNER (#1)

By:	Gregory Delory	Owner	/s/ Gregory Delory
	(Print Name)	(Print Title)	(Signature)
SS#	[REDACTED]	Driver License Number	[REDACTED]
---	---	---	---

FOR THE MERCHANT/OWNER (#2)

By:	Paul Turin	Other Owner	/s/ Paul Turin
	(Print Name)	(Print Title)	(Signature)

SS#	[REDACTED]	Driver License Number	[REDACTED]

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GUARANTEE

G1.Guarantee of Performance. This is a guaranty of performance, dated 9/30/2025, of the Standard Merchant Cash Advance Agreement, dated 9/30/2025 (“Agreement”), inclusive of all addenda, if any, executed simultaneously therewith, by and between [LENDER] (“FUNDER”) and Heliospace Corporation (“Merchant”). The Agreement, inclusive of all addenda thereto, is hereby incorporated by reference as if set forth fully herein. Each undersigned Guarantor (Guarantor being defined as any signatory to this Guarantee of the Agreement) hereby guarantees each Merchant’s performance of all of the representations, warranties, and covenants made by each Merchant to FUNDER in the Agreement, inclusive of all addenda, if any, executed simultaneously herewith, as the Agreement may be renewed, amended, extended, or otherwise modified (the “Guaranteed Obligations”). Each Guarantor’s obligations are due at the time of any breach by any Merchant of any representation, warranty, or covenant made by any Merchant in the Agreement.

G2. Communications. FUNDER may choose to monitor and/or record telephone calls with any Guarantor and/or each Guarantor’s owners, employees, and agents. By signing this Guarantee, each Guarantor agrees that any call between FUNDER and any Guarantor or its representatives may be monitored and/or recorded. FUNDER may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Guarantor gives FUNDER permission to call or send a text message to any telephone number given to FUNDER in connection with the Agreement and to play pre-recorded messages and/or send text messages with information about the Agreement and/or any Merchant’s account over the phone. Each Guarantor also gives FUNDER permission to communicate such information to them by e-mail. Each Guarantor agrees that FUNDER will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Guarantor acknowledges that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that FUNDER has no liability for any such charges.

G3. GuarantorWaivers. If any Event of Default takes place under the Agreement, then FUNDER may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral FUNDER may hold pursuant to this Guarantee or any other agreement or guarantee. FUNDER does not have to notify any Guarantor of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) any Merchant’s failure to pay timely any amount owed under the Agreement; (ii) any adverse change in any Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) FUNDER’s acceptance of the Agreement with any Merchant; and (v) any renewal, extension, or other modification of the Agreement or any Merchant’s other obligations to FUNDER. In addition, FUNDER may take any of the following actions without releasing any Guarantor from any obligations under this Guarantee: (i) renew, extend, or otherwise modify the Agreement or any Merchant’s other obligations to FUNDER; (ii) if there is more than one Merchant, release a Merchant from its obligations to FUNDER such that at least one Merchant remains obligated to FUNDER; (iii) sell, release, impair, waive, or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to FUNDER under the Agreement and this Guarantee are paid in full, each Guarantor shall not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against any Merchant, any other guarantor, or any collateral provided by any Merchant or any other guarantor, for any amounts paid by it or acts performed by it under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution.

G4. Jointand Several Liability. The obligations hereunder of the persons or entities constituting each Guarantor under this Guarantee are joint and several.

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G5. Sale ofReceivables. Each Guarantor agrees that the Purchase Price under the Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from FUNDER to any Merchant. FUNDER is entering into the Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in FUNDER not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Notwithstanding any provision in the Agreement to the contrary, no act or omission by a Merchant after it goes out of business, during the pendency of any voluntary or involuntary bankruptcy case in which the Merchant is a debtor, or after the Merchant is granted a discharge or the equivalent thereof in any bankruptcy case will cause that Merchant to be in default of the Agreement. Each Guarantor agrees that the Purchase Price in exchange for the Receivables pursuant to the Agreement equals the fair market value of such Receivables. FUNDER has purchased and shall own all the Receivables described in the Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to FUNDER in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each Guarantor acknowledges that FUNDER does not purchase, sell, or offer to purchase or sell securities and that neither the Agreement nor this Guarantee is a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with the Agreement, those disclosures do not change the fact that the transaction encompassed by the Agreement is not a loan and does not have an interest rate.

G6. Protectionof Information. Each Guarantor authorizes FUNDER to disclose information concerning each Guarantor’s credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Guarantor hereby waives to the maximum extent permitted by law any claim for damages against FUNDER or any of its affiliates relating to any (i) investigation undertaken by or on behalf of FUNDER as permitted by the Agreement or this Guarantee or (ii) disclosure of information as permitted by the Agreement or this Guarantee.

G7, Accuracyof Information Furnished by Guarantor and Investigation Thereof. Each person signing this Guarantee represents that he or she is authorized to sign this Guarantee for each person or entity on behalf of which they are signing, legally binding each said Guarantor to its obligations under this Guarantee and that the information provided herein and in all of FUNDER’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. An investigative report may be made in connection with this Guarantee. Each Guarantor authorizes FUNDER, its agents and representatives, and any credit-reporting agency engaged by FUNDER, to (i) investigate any references given or any other statements obtained from or about each Guarantor for the purpose of this Guarantee, and (ii) pull credit report at any time now or for so long as any Guarantor continues to have any obligation to FUNDER under this Guarantee or for FUNDER’s ability to determine any Guarantor’s eligibility to give any future guarantee with FUNDER.

Authorizationfor soft pulls: Each Guarantor understands that by signing this Guarantee, the Guarantor is providing ‘written instructions’ to FUNDER under the Fair Credit Reporting Act, authorizing FUNDER to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Guarantor authorizes FUNDER to obtain such information solely to conduct a pre-qualification for credit.

Authorizationfor hard pulls: Each Guarantor understands that by signing this Agreement, the Guarantor is providing ‘written instructions’ to FUNDER under the Fair Credit Reporting Act, authorizing FUNDER to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Guarantor authorizes FUNDER to obtain such information in accordance with a merchant cash advance application.

G8. Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail, return receipt requested, or by overnight delivery with signature confirmation to each Guarantor at its respective Contact Address and to FUNDER at its address set forth in the Agreement and shall become effective only upon receipt. Written notice may also be given to any Guarantor by e-mail to the Guarantor’s E-mail Address listed in this Guarantee or by text message to the Phone Number listed for the Guarantor in this Guarantee if that phone number is for a mobile phone. Each Guarantor must set his, her, or its spam or junk mail filter to accept e-mails sent by info@[LENDER]cap.com and its domain. Written notice may also be given to FUNDER by e-mail to info@[LENDER]cap.com.

Written notice given under this Section by e-mail will be effective upon dispatch. This Section is not applicable to service of process or notices in any legal proceedings.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

G9. CHOICE OF LAW. EACHGUARANTOR ACKNOWLEDGES AND AGREES THAT THE AGREEMENT AND THIS GUARANTEE WERE MADE IN THE STATE OF NEW YORK, THAT THE PURCHASE PRICEIS BEING PAID BY FUNDER IN THE STATE OF NEW YORK, THAT THE RECEIVABLES PURCHASED AMOUNT IS BEING DELIVERED TO FUNDER IN THE STATE OFNEW YORK, AND THAT THE STATE OF NEW YORK HAS A REASONABLE RELATIONSHIP TO THE TRANSACTIONS ENCOMPASSED BY THE AGREEMENT AND THISGUARANTEE. THE AGREEMENT, THIS GUARANTEE, ANY DISPUTE OR CLAIM RELATING TO THE AGREEMENT OR THIS GUARANTEE, WHETHER SOUNDING INCONTRACT, TORT, LAW, EQUITY, OR OTHERWISE, THE RELATIONSHIP BETWEEN FUNDER AND EACH MERCHANT, AND THE RELATIONSHIP BETWEEN FUNDERAND EACH GUARANTOR WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANYAPPLICABLE PRINCIPLES OF CONFLICT OF LAWS. EACH GUARANTOR AGREES THAT THE PROVISIONS OF PART XVI OF CHAPTER 669 OF THE GENERALSTATUTES OF CONNECTICUT ARE NOT APPLICABLE TO THE AGREEMENT OR THIS GUARANTEE IF NO BUSINESS ADDRESS LISTED ON THE FIRST PAGE OF THEAGREEMENT OR IN ANY ADDENDUM THERETO IS LOCATED IN THE STATE OF CONNECTICUT, IF THE EXTENSION OF SALES-BASED FINANCING IS IN ANYAMOUNT EXCEEDING $250,000.00, IF INCLUDING THE AGREEMENT, FUNDER WILL HAVE EXTENDED NOT MORE THAN FIVE COMMERCIAL FINANCINGTRANSACTIONS IN CONNECTICUT IN THE PRECEDING 12-MONTH PERIOD ENDING ON THE DATE OF THE AGREEMENT, OR IF THERE IS ANY OTHERAPPLICABLE EXEMPTION FROM THE STATUTE. EACH GUARANTOR AGREES THAT THE PROVISIONS OF CHAPTER 398 OF THE TEXAS FINANCE CODE ARE NOTAPPLICABLE TO THE AGREEMENT IF NO MERCHANT IS LOCATED IN THE STATE OF TEXAS OR IF THERE IS ANY APPLICABLE EXEMPTION FROM THESTATUTE.

G10. VENUEAND FORUM SELECTION. ANY LITIGATION, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE, RELATING TO THE AGREEMENT OR THISGUARANTEE OR INVOLVING FUNDER ON ONE SIDE AND ANY MERCHANT OR ANY GUARANTOR ON THE OTHER MUST BE COMMENCED AND MAINTAINED IN ANY STATECOURT LOCATED IN THE STATE OF NEW YORK, INCLUSIVE OF THE COUNTIES OF KINGS, MONROE, NASSAU, NEW YORK, ONTARIO, SULLIVAN, AND QUEENS (THE“ACCEPTABLE FORUMS”). THE PARTIES AGREE THAT THE ACCEPTABLE FORUMS ARE CONVENIENT, SUBMIT TO THE JURISDICTION OF THE ACCEPTABLEFORUMS, AND WAIVE ANY AND ALL OBJECTIONS TO THE JURISDICTION OR VENUE OF THE ACCEPTABLE FORUMS. IF ANY LITIGATION IS INITIATED IN ANYOTHER VENUE OR FORUM, THE PARTIES WAIVE ANY RIGHT TO OPPOSE ANY MOTION OR APPLICATION MADE BY ANY PARTY TO TRANSFER SUCH LITIGATION TOAN ACCEPTABLE FORUM. NOTWITHSTANDING ANY PROVISION IN THE AGREEMENT OR THIS GUARANTEE TO THE CONTRARY, IN ADDITION TO THE ACCEPTABLE FORUMS,ANY LITIGATION AGAINST ANY MERCHANT OR GUARANTOR MAY BE COMMENCED AND MAINTAINED IN ANY COURT THAT WOULD OTHERWISE BE OF COMPETENT JURISDICTION,AND EACH GUARANTOR AGREES THAT THOSE COURTS ARE CONVENIENT, SUBMITS TO THE JURISDICTION OF THOSE COURTS, WAIVES ANY AND ALL OBJECTIONSTO THE JURISDICTION OR VENUE OF THOSE COURTS, AND MAY OPPOSE ANY MOTION OR APPLICATION MADE BY ANY PARTY TO TRANSFER ANY SUCH LITIGATIONTO AN ACCEPTABLE FORUM. NOTWITHSTANDING ANY PROVISION IN THE AGREEMENT OR THIS GUARANTEE TO THE CONTRARY, EACH GUARANTOR WAIVES THE RIGHTTO REMOVE TO FEDERAL COURT ANY LITIGATION COMMENCED AGAINST IT BY FUNDER IN A STATE COURT.

G11. JURYWAIVER. EACH GUARANTOR AGREES TO WAIVE TRIAL BY JURY IN ANY DISPUTE WITH FUNDER.

G12. COUNTERCLAIMWAIVER. IN ANY LITIGATION OR ARBITRATION COMMENCED BY FUNDER, NO GUARANTOR WILL BE PERMITTED TO INTERPOSE ANY COUNTERCLAIM.

G13. STATUTESOF LIMITATIONS. EACH GUARANTOR AGREES THAT ANY CLAIM, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE, THAT IS NOT ASSERTEDAGAINST FUNDER WITHIN ONE YEAR OF ITS ACCRUAL WILL BE TIME BARRED. NOTWITHSTANDING ANY PROVISION IN THE AGREEMENT OR THIS GUARANTEE TOTHE CONTRARY, EACH GUARANTOR AGREES THAT ANY APPLICATION MADE BY ANY GUARANTOR TO STAY AN ARBITRATION INITIATED AGAINST ANY GUARANTORBY FUNDER WILL BE TIME BARRED IF MADE MORE THAN 20 DAYS AFTER RECEIPT OF THE DEMAND FOR ARBITRATION.

G14. LEGALFEES AND COSTS. IF AN EVENT OF DEFAULT OCCURS OR FUNDER PREVAILS IN ANY LITIGATION OR ARBITRATION WITH ANY GUARANTOR, THEN EACH GUARANTORMUST PAY FUNDER’S REASONABLE ATTORNEY FEES, WHICH MAY INCLUDE A CONTINGENCY FEE, AS WELL AS ADMINISTRATIVE OR FILING FEES AND ARBITRATORCOMPENSATION IN ANY ARBITRATION, EXPERT WITNESS FEES, AND COSTS OF SUIT.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

G15. PREJUDGMENTAND POSTJUDGMENT INTEREST. IF FUNDER BECOMES ENTITLED TO THE ENTRY OF A JUDGMENT AGAINST ANY GUARANTOR, THEN FUNDER WILL BE ENTITLEDTO THE RECOVERY OF PREJUDGMENT INTEREST AT A RATE OF 24% PER ANNUM (OR 16% PER ANNUM IF ANY MERCHANT IS A SOLE PROPRIETORSHIP), AND UPONENTRY OF ANY SUCH JUDGMENT, IT WILL ACCRUE INTEREST AT A POSTJUDGMENT RATE OF 24% PER ANNUM (OR 16% PER ANNUM IF ANY MERCHANT IS A SOLEPROPRIETORSHIP), WHICH RATE WILL GOVERN OVER THE STATUTORY RATE OF INTEREST UP UNTIL ACTUAL SATISFACTION OF THE JUDGMENT.

G16. CLASSACTION WAIVER. FUNDER AND EACH GUARANTOR AGREE THAT THEY MAY BRING CLAIMS AGAINST EACH OTHER RELATING TO THIS AGREEMENT ONLY IN THEIRINDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDINGS.

G17.ARBITRATION. ANY ACTION OR DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, LAW, EQUITY, OR OTHERWISE, RELATING TO THE AGREEMENT, THISGUARANTEE, OR INVOLVING FUNDER ON ONE SIDE AND ANY MERCHANT OR ANY GUARANTOR ON THE OTHER, INCLUDING, BUT NOT LIMITED TO ISSUES OF ARBITRABILITY,AND INCLUDING, WITHOUT LIMITATION, ANY ACTION OR DISPUTE THAT PREDATES THIS GUARANTEE, WILL, AT THE OPTION OF ANY PARTY TO SUCH ACTIONOR DISPUTE, BE DETERMINED BY ARBITRATION IN THE STATE OF NEW YORK. A JUDGMENT OF THE COURT SHALL BE ENTERED UPON THE AWARD MADE PURSUANTTO THE ARBITRATION. THE ARBITRATION WILL BE ADMINISTERED EITHER BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATIONRULES AS ARE IN EFFECT AT THAT TIME, WHICH RULES ARE AVAILABLE AT WWW.ADR.ORG, BY ARBITRATION SERVICES, INC. UNDER ITS COMMERCIAL ARBITRATION RULES AS ARE IN EFFECT AT THAT TIME, WHICHRULES ARE AVAILABLE AT WWW.ARBITRATIONSERVICESINC.COM, BY JAMS UNDER ITS STREAMLINED ARBITRATION RULES & PROCEDURES AS ARE IN EFFECT AT THAT TIME, WHICHRULES ARE AVAILABLE AT WWW.JAMSADR.COM, BYMEDIATION AND CIVIL ARBITRATION, INC. UNDER ITS COMMERCIAL ARBITRATION RULES AS ARE IN EFFECT AT THAT TIME, WHICH RULES ARE AVAILABLEAT WWW.MCARBITRATION.ORG, ORBY RESOLUTE SYSTEMS, LLC UNDER ITS FINANCIAL DISPUTE ARBITRATION RULES AS ARE IN EFFECT AT THAT TIME, WHICH RULES ARE AVAILABLE AT WWW.RESOLUTESYSTEMS.COM. ONCE AN ARBITRATION IS INITIATED WITH ONE OF THESE ARBITRATION FORUMS, IT MUST BE MAINTAINED EXCLUSIVELYBEFORE THAT ARBITRATION FORUM AND NO OTHER ARBITRATION FORUM SPECIFIED HEREIN MAY BE USED. AS A PREREQUISITE TO MAKING A MOTION TO COMPELARBITRATION IN ANY LITIGATION, THE PARTY MAKING THE MOTION MUST FIRST FILE A DEMAND FOR ARBITRATION WITH THE CHOSEN ARBITRATION TRIBUNALAND PAY ALL FILING AND/OR ADMINISTRATIVE FEES REQUIRED TO INITIATE THE ARBITRATION. IF THE AMERICAN ARBITRATION ASSOCIATION IS SELECTED,THEN NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN ITS COMMERCIAL ARBITRATION RULES, THE EXPEDITED PROCEDURES WILL ALWAYS APPLY ANDITS PROCEDURES FOR LARGE, COMPLEX COMMERCIAL DISPUTES WILL NEVER APPLY. IF RESOLUTE SYSTEMS, LLC IS SELECTED, THEN EACH MERCHANT AND EACHGUARANTOR THAT HAS NOT FILED AN ANSWER WITHIN THE TIME PERMITTED IN THE ARBITRATION WILL BE DEEMED TO HAVE AGREED TO WAIVE ORAL HEARINGSIN THE ARBITRATION. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE ARBITRATION RULES OF THE ARBITRATION FORUM SELECTED, THE ARBITRATIONWILL BE HEARD BY ONE ARBITRATOR AND NOT BY A PANEL OF ARBITRATORS, ANY ARBITRATION RELATING TO THE AGREEMENT OR THIS GUARANTEE MUST BEHELD IN THE COUNTIES OF NASSAU, NEW YORK, QUEENS, OR KINGS IN THE STATE OF NEW YORK, ANY PARTY, REPRESENTATIVE, OR WITNESS IN AN ARBITRATIONHEARING WILL BE PERMITTED TO ATTEND, PARTICIPATE, AND TESTIFY REMOTELY BY TELEPHONE OR VIDEO CONFERENCING, AND THE ARBITRATOR APPOINTEDWILL NOT BE REQUIRED TO BE A NATIONAL OF A COUNTRY OTHER THAN THAT OF THE PARTIES TO THE ARBITRATION.

EACH GUARANTORACKNOWLEDGES AND AGREES THAT THE AGREEMENT AND THIS GUARANTEE ARE THE PRODUCTS OF COMMUNICATIONS CONDUCTED BY TELEPHONE AND THE INTERNET,WHICH ARE INSTRUMENTALITIES OF INTERSTATE COMMERCE, THAT THE TRANSACTIONS CONTEMPLATED UNDER THE AGREEMENT WILL BE MADE BY WIRE TRANSFERAND ACH, WHICH ARE ALSO INSTRUMENTALITIES OF INTERSTATE COMMERCE, AND THAT THE AGREEMENT AND THIS GUARANTEE THEREFORE EVIDENCE A TRANSACTIONAFFECTING INTERSTATE COMMERCE. ACCORDINGLY, NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE AGREEMENT, THIS GUARANTEE, OR THE ARBITRATIONRULES OF THE ARBITRATION FORUM, ALL MATTERS OF ARBITRATION RELATING TO THE AGREEMENT OR THIS GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE PROVISIONS OF THE FEDERAL ARBITRATION ACT, CODIFIED AS TITLE 9 OF THE UNITED STATES CODE, HOWEVER ANY APPLICATION FOR INJUNCTIVERELIEF IN AID OF ARBITRATION OR TO CONFIRM AN ARBITRATION AWARD MAY BE MADE UNDER ARTICLE 75 OF THE NEW YORK CIVIL PRACTICE LAW AND RULESOR THE LAWS OF THE JURISDICTION IN WHICH THE APPLICATION IS MADE, AND THE APPLICATION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS UNDER WHICH THE APPLICATION IS MADE, WITHOUT REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. ANY EMPLOYEE, AGENT,ATTORNEY, MEMBER, MANAGER, OFFICER, SUBSIDIARY, AFFILIATE ENTITY, SUCCESSOR, OR ASSIGN OF FUNDER MAY ELECT TO HAVE ANY ACTION OR DISPUTEWITH ANY MERCHANT OR ANY GUARANTOR DETERMINED BY ARBITRATION AS IF THAT EMPLOYEE, AGENT, ATTORNEY, MEMBER, MANAGER, OFFICER, SUBSIDIARY,AFFILIATE ENTITY, SUCCESSOR, OR ASSIGN OF FUNDER WAS A PARTY TO THE ARBITRATION AGREEMENT CONTAINED HEREIN. ANY PARTY TO A LAWSUIT INWHICH FUNDER AND ANY MERCHANT OR ANY GUARANTOR ARE PARTIES MAY ELECT TO HAVE THE MATTER DETERMINED BY ARBITRATION AS IF THAT PARTY WASA PARTY TO THE ARBITRATION AGREEMENT CONTAINED HEREIN.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

G18. SERVICEOF PROCESS. EACH GUARANTOR CONSENTS TO SERVICE OF PROCESS AND LEGAL NOTICES MADE BY FIRST CLASS OR PRIORITY MAIL DELIVERED BY THEUNITED STATES POSTAL SERVICE AND ADDRESSED TO THE CONTACT ADDRESS SET FORTH FOR THE GUARANTOR IN THIS GUARANTEE OR ANY OTHER ADDRESS(ES)PROVIDED IN WRITING TO FUNDER BY ANY GUARANTOR, AND ANY SUCH SERVICE WILL BE DEEMED COMPLETE UPON DISPATCH. EACH GUARANTOR ALSO CONSENTSTO SERVICE OF PROCESS AND LEGAL NOTICES MADE BY E-MAIL TO THE E-MAIL ADDRESS SET FORTH FOR THE GUARANTOR IN THIS GUARANTEE OR ANY OTHERE-MAIL ADDRESS(ES) PROVIDED IN WRITING TO FUNDER BY ANY GUARANTOR, AND ANY SUCH SERVICE WILL BE DEEMED COMPLETE UPON DISPATCH. EACH GUARANTORAGREES THAT IF IT IS A PARTY TO A LITIGATION OR ARBITRATION WITH FUNDER, THEN A SINGLE E-MAIL TO ITS DESIGNATED E-MAIL ADDRESS FOR SERVICEOF PROCESS UNDER THIS GUARANTEE WILL BE SUFFICIENT TO SERVE LEGAL PROCESS SIMULTANEOUSLY UPON ALL PARTIES TO THAT LITIGATION OR ARBITRATIONTHAT HAVE CONSENTED TO SERVICE OF PROCESS BY E-MAIL TO THAT E-MAIL ADDRESS. EACH GUARANTOR AGREES THAT IT WILL BE PRECLUDED FROM ASSERTINGTHAT IT DID NOT RECEIVE SERVICE OF PROCESS OR ANY OTHER NOTICE MAILED TO ITS RESPECTIVE CONTACT ADDRESS OR E-MAILED TO ITS RESPECTIVEE-MAIL ADDRESS IF IT DOES NOT FURNISH A CERTIFIED MAIL RETURN RECEIPT SIGNED BY FUNDER DEMONSTRATING THAT FUNDER WAS PROVIDED WITH NOTICEOF A CHANGE IN THE CONTACT ADDRESS OR THE E-MAIL ADDRESS.

G19. Severability. If any provision or any portion of any provision of this Guarantee is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision or portion thereof necessary to make it valid and enforceable will be deemed to be part thereof. If any provision or portion of any provision of this Guarantee is deemed void, all other provisions and portions thereof will remain in effect.

G20. Survival. The provisions of Sections G2, G3, G4, G5, G6, G7, G8, G9, G10, G11, G12, G13, G14, G15, G16, G17, G18, G19, G20, G21, G22, G23, G24, and G25 shall survive any termination of this Guarantee.

G21. Headings. Headings of the various articles and/or sections of this Guarantee are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections.

G22. AttorneyReview; No Construction Against FUNDER. Each Guarantor acknowledges that it has had an opportunity to review this Guarantee, the Agreement, and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. This Guarantee will be construed without regard to the party or parties responsible for the preparation of same and will be deemed as prepared jointly by FUNDER and each Guarantor. Any ambiguity or uncertainty in this Guarantee will not be interpreted or construed against FUNDER or any Guarantor.

G23.Independent Sales Organizations/Brokers. Each Guarantor acknowledges that it may have been introduced to FUNDER by or received assistance in entering into this Guarantee from an independent sales organization or broker (“ISO”). Each Guarantor agrees that any ISO is separate from and is not an agent or representative of FUNDER. Each Guarantor acknowledges that FUNDER is not bound by any representation, promise, or agreement made by any ISO that is not contained within the Agreement or this Guarantee. Each Guarantor exculpates from liability and agrees to hold harmless and indemnify FUNDER and its officers, directors, members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by any Guarantor resulting from any act or omission by any ISO. Each Guarantor acknowledges that any fee that they paid to any ISO for its services is separate and apart from any payment under the Agreement. Each Guarantor acknowledges that FUNDER does not in any way require the use of an ISO and that any fees charged by any ISO are not required as a condition or incident to the Agreement or this Guarantee.

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

G24. EntireAgreement. This Guarantee, inclusive of all addenda, if any, executed simultaneously herewith may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Guarantee and any other document preceding it, this Guarantee will govern.

G25. Counterparts;Fax and Electronic Signatures. This Guarantee may be executed electronically and in counterparts. Facsimile and electronic copies of this Guarantee will have the full force and effect of an original.

EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OFTHIS GUARANTEE

GUARANTOR (#1)

Name of Guarantor #1:	Gregory Delory
Type of Entity (if Guarantor #1 is not a person):
---
Guarantor #1’s Fed<br> ID # (if Guarantor #1 is not a person) or SS# (if Guarantor #1 is a person):	[REDACTED]
---	---
Driver License Number<br> (if Guarantor #1 is a person):	[REDACTED]
---	---
Contact Address:	[REDACTED]	City:	San Francisco	State:	CA	Zip:	[REDACTED]
---	---	---	---	---	---	---	---
E-mail Address:	greg.delory@gmail.com	Phone Number:	4153856803
By:	Gregory Delory	Owner	/s/ Gregory Delory
---	---	---	---
	(Print Name of Person Signing)	(Print Title if Guarantor #1 is Not a Person)	(Signature)

GUARANTOR (#2)

Name of Guarantor #1:	Paul<br> Turin
Type of Entity (if Guarantor #2 is not a person):
---
Guarantor #2’s Fed ID # (if Guarantor #2 is not a person) or SS#<br>(if Guarantor #2 is a person)	[REDACTED]
---	---
Driver License<br>Number (if Guarantor #2 is a person):	[REDACTED]
---	---
Contact Address:	[REDACTED]	City:	Berkeley	State:	CA	Zip:	[REDACTED]
---	---	---	---	---	---	---	---
E-mail Address:	paulsturin@gmail.com	Phone Number:	5105012418
By:	Paul Turin		/s/ Paul Turin
---	---	---	---
	(Print Name of Person Signing)	(Print Title if Guarantor #2 is Not a Person)	(Signature)
9/30/2025
---

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

FINANCIAL INSTITUTION INFORMATION

Dear Merchant,

We look forward to being your funding partner.

You authorize [LENDER] (“FUNDER”) to collect the Receivables Purchased Amount under this Agreement by ACH debiting your account with the financial institution listed below.

FUNDER will require viewing access to your account each business day.

FUNDER will also require viewing access to your account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account.

* Be sure to indicate capital or lower case letters.

Name of financial institution:	First Republic Bank (Banking Online) - Bank
Name of account:	Checking Account
Account number:	[REDACTED]	Routing number:	321081669
Financial<br>institution portal website:
Username:
Password:
Security Question/Answer 1:
Security Question/Answer 2:
Security Question/Answer 3:

Any other information necessary to access your account:

I have read and agreed to the terms and conditions set forth above:

	/s/ Gregory Delory		/s/ Paul Turin
Name:	Gregory Delory	Name:	Paul Turin
Title:	Owner	Title:	Title
Date:	9/30/2025	Date:	9/30/2025
9/30/2025
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STANDARD MERCHANT CASH ADVANCE AGREEMENT

DECLARATION OF ORDINARY COURSE OF BUSINESS

Each undersigned hereby declares the following:

1. I am duly authorized to sign the Standard Merchant Cash Advance Agreement (“Agreement”), dated 9/30/2025 between [LENDER] (“Funder”) and Heliospace Corporation (“Merchant”) on behalf of Merchant.

This Declaration incorporates by reference the Agreement and every addendum to it.
The reason that I am signing the Agreement is because I require capital for my business.
I acknowledge that I am authorized to sign the Agreement and every addendum to it on behalf of each Merchant.
I acknowledge that I had sufficient time to review the Agreement and every addendum to it before signing it.
I acknowledge that I had an opportunity to seek legal advice from counsel of my choosing before signing the Agreement and every addendum to it.
I acknowledge that each Merchant is entering into the Agreement voluntarily and without any coercion.
I acknowledge that each Merchant is entering into the Agreement in the ordinary course of its business.
I acknowledge that the payments to be made from any Merchant to Funder under the Agreement are being made in the ordinary course of each Merchant’s business.
I am aware of each Merchant’s right to request a reconciliation of the payments made under the Agreement at any time.

11. I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT.

Executed on	9/30/2025
	(Date)

FOR THE MERCHANT/OWNER (#1)

By:	Gregory Delory	Owner	/s/ Gregory Delory
	(Print Name)	(Print Title)	(Signature)

FOR THE MERCHANT/OWNER (#2)

By:	Paul Turin	Other Owner	/s/ Paul Turin
	(Print Name)	(Print Title)	(Signature)
9/30/2025
---

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

EMERGENCY CONTACTS

4 valid emergency contacts are required to receive funding. Contacts will be verified.

Name	Pamela Washington
Relation	Spouse
Phone Number	(415)385-6862
Email Address	pamela.k.washington@gmail.com
Name	Paul Turin
---	---
Relation	Business partner
Phone Number	(510) 501-2418
Email Address	paulsturin@gmail.com
Name	Scott Nealey
---	---
Relation	Friend
Phone Number	(415) 640-4806
Email Address	snealey@nealeylaw.com
Name	Michael Kelleher
---	---
Relation	Friend
Phone Number	415 734-6111
Email Address	michaelekelleher@yahoo.com
9/30/2025
---

Page **21** of **21**

Exhibit 10.79

HelioCorporation

2025 EquityIncentive Plan

Adopted: August 19, 2025

Approved By Stockholders: August 19, 2025

Termination Date: August 19, 2035

ARTICLE 1

Purposes

1.1. General Purpose. Helio Corporation (the “Company”) has adopted this Helio Corporation 2025 Equity Incentive Plan (this “Plan”) in order to recruit and retain exceptional employees, officers, directors and consultants and to provide incentives for such individuals to perform at the highest levels for the benefit of the Company. Capitalized terms used herein and not otherwise defined are defined in the Definitions section in Article 10.

**1.2. Equity Incentive Awards.**This Plan allows the Company to provide a variety of equity incentive awards (“Awards”) to eligible participants that will provide economic benefits to such participants based on the increase in the value of the Company’s equity.

ARTICLE2

Administration

2.1. Administration byBoard. The Board shall administer this Plan unless and until the Board delegates administration to a Committee, as provided in Section 2.3.

2.2. Powers of Board. The Board shall have the power, subject to and within the limitations of, the express provisions of this Plan:

(a) to determine the persons to whom an Award shall be granted and the form, terms and conditions of any such Award;

(b) to construe and interpret this Plan and Awards granted under this Plan and to establish, amend and revoke rules and regulations for this Plan’s administration; provided that the Board, in the exercise of this power, may correct any defect, omission or inconsistency in this Plan or in any Award Agreement, in a manner and to the extent the Board shall deem necessary or expedient to make this Plan fully effective;

(c) to effect, at any time and from time to time, with the consent of any adversely affected Optionholder, (1) the reduction of the exercise price of any outstanding Option under this Plan and/or (2) the cancellation of any outstanding Option under this Plan and the grant in substitution therefor of (i) a new Option under this Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (ii) a Restricted Stock Award (including a stock bonus), (iii) a Stock Appreciation Right, (iv) cash or (v) other valuable consideration (as determined by the Board, in the Board’s sole discretion) or (3) any other action that is treated as a repricing under generally accepted accounting principles; provided that the exercise price per share of Common Stock of any Option shall not be less than that specified under this Plan for newly granted Awards except that the Board may grant an Option with a lower exercise price if such Option is granted as part of a transaction to which Section 424(a) of the Code applies;

(d) to terminate or suspend this Plan as provided in Section 9.8;

(e) to amend this Plan as provided in Section 9.9; and

(f) generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of this Plan.

**2.3. Delegation to Committee.**The Board may delegate administration of this Plan to a Committee of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration of this Plan is delegated to a Committee, the Committee shall have those powers specified by the Board in such delegation or, if no specific powers are specified or reserved by the Board, the Committee shall have all of the powers theretofore possessed by the Board in connection with the administration of this Plan, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of this Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of this Plan.

2.4. Effect of Board’sDecision. All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive in all respects.

2.5. Arbitration. Any dispute or claim concerning any Award granted (or not granted) pursuant to this Plan or relating to or arising out of this Plan shall be fully, finally and exclusively resolved by binding and confidential arbitration conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association in Berkley California. The Company shall pay all arbitration fees. In addition to any other relief, the arbitrator may award to the prevailing party recovery of such party’s attorneys’ fees and costs. The Company hereby waives and, by accepting an Award, each Participant waives their respective rights to have any such dispute or claim tried by a judge or jury.

ARTICLE 3

SharesSubject to this Plan

3.1. Share Reserve. Subject to the provisions of Section 8.1, the maximum number of shares of Common Stock that may be issued pursuant to Awards under the Plan shall be 2,250,000 shares of Common Stock. On the first trading day of each fiscal year, beginning with the fiscal year ending January 31, 2026, the number of shares of Common Stock available for issuance under the Plan shall automatically increase so that the aggregate number of shares reserved under this Plan equals twenty percent (20%) of the total number of shares of Common Stock outstanding on the last trading day of the preceding fiscal year, reduced by the total number of shares then reserved and available for issuance under the Company’s 2018 Equity Incentive Plan. For the avoidance of doubt, only shares available for new grants under the Company’s 2018 Equity Incentive Plan (and not shares subject to outstanding awards under such plan) shall reduce the annual increase, and only shares available for new grants under this Plan (and not shares subject to outstanding awards under this Plan) shall reduce the annual increase.

By way of illustration, as of the date of adoption of this Plan, there are 2,250,000 shares available for issuance under this Plan. If, on January 31, 2026, the Company has 13,000,000 shares of Common Stock outstanding, then on February 1, 2026 the number of shares available under the Plan will automatically increase so that the aggregate number of shares available for new grants equals 2,600,000 (20% of 13,000,000). If, as of January 31, 2026, 250,000 options have been granted under this Plan (leaving 2,000,000 shares still available for new grants) and no shares remain available for new grants under the Company’s 2018 Equity Incentive Plan, the Plan will increase by 600,000 shares (2,600,000 target minus 2,000,000 currently available), resulting in 2,600,000 shares available for grant under this Plan as of February 1, 2026.

3.2. Reversion of Sharesto the Share Reserve. If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, then the shares of Common Stock with respect to which such Option was not exercised shall revert to and again become available for issuance under this Plan. Any shares of Common Stock issued under the terms of a Restricted Stock Award or an Option, including unvested shares of Common Stock held pursuant to Section 5.12, subsequently repurchased by the Company shall revert to and again become available for issuance under this Plan. Any Stock Appreciation Rights that expire or otherwise terminate, in whole or in part, without having been realized shall revert to and again become available for issuance under this Plan.

3.3. Source of Shares. The shares of Common Stock subject to this Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

ARTICLE 4

Eligibility

4.1. Eligibility for SpecificAwards. Incentive Stock Options may be granted only to Employees. Awards other than Incentive Stock Options may be granted to Employees, Officers, Directors and Consultants.

**4.2. Ten Percent Stockholders.**A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Incentive Stock Option is at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

4.3. Consultants. Except as otherwise may be determined by the Board, a Consultant shall not be eligible for the grant of an Award if, at the time of grant, either the offer or the sale of the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person or because of some other provision of Rule 701.

ARTICLE5

OptionProvisions

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and if certificates are issued, a separate certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

5.1. Term. No Option granted shall be exercisable after the expiration of ten (10) years from the date such Option was granted.

5.2. Exercise Price. Subject to the provisions of Section 4.2 regarding Ten Percent Stockholders, the exercise price per share of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price per share lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another stock option in a manner satisfying the provisions of Section 424(a) of the Code.

5.3. Consideration.

(a) The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash or check at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option) (A) by delivery to the Company of other Common Stock, (B) according to a deferred payment or other similar arrangement with the Optionholder, (C) by a “net exercise” of the Option (as further described below), (D) by delivery of a promissory note with full recourse to the Optionholder and the Optionholder’s assets or (E) in any other form of legal consideration that may be acceptable to the Board.

(b) Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). At any time that the Company is incorporated in Florida, payment of the Common Stock’s “par value,” as defined in the Florida Business Corporation Act, shall not be made by deferred payment and must be paid in a form of consideration that is permissible under the Florida Business Corporation Act.

(c) In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at least at the minimum rate of interest necessary to avoid (1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the treatment of the Option as a variable award for financial accounting purposes.

(d) In the case of a “net exercise” of an Option, the Company will not require a payment of the exercise price of the Option from the Participant but will reduce the number of shares of Common Stock issued upon the exercise by the largest number of whole shares that has a Fair Market Value that does not exceed the aggregate exercise price. With respect to any remaining balance of the aggregate exercise price, the Company shall accept a cash payment from the Participant. The shares of Common Stock so used to pay the exercise price of an Option under a “net exercise” will be considered to have resulted from the exercise of the Option, and accordingly, the Option will not again be exercisable with respect to such shares, the shares actually delivered to the Participant and any shares withheld for purposes of tax withholding.

5.4. Transferability ofan Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable only by the Optionholder during the lifetime of the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

5.5. Transferability ofa Nonstatutory Stock Option. If a Nonstatutory Stock Option does not provide for transferability, then except as otherwise may be determined by the Board, such Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.

5.6. Incentive Stock Option$100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options become exercisable during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of any Award Agreement.

**5.7. Vesting Generally.**The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when the Option may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this Section 5.7 are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.

5.8. Termination of ContinuousService. In the event that an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise such Optionholder’s Option (to the extent that such Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on the earlier of (a) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement) or (b) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise such Optionholder’s Option within the time specified in the Option Agreement, the Option shall terminate.

5.9. Extension of TerminationDate. An Optionholder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (a) the expiration of the term of the Option as set forth in Section 5.1 or (b) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.

**5.10. Disability of Optionholder.**In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise such Optionholder’s Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within such period of time ending on the earlier of (a) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (b) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.

5.11. Death of Optionholder. In the event that (a) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (b) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s death pursuant to Section 5.4 or 5.5, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

5.12. Early Exercise. The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option.

**5.13. Right of Repurchase.**Subject to the “Repurchase Limitation” in Section 9.6, the Option may, but need not, include a provision whereby the Company may elect to repurchase all or any part of any vested or unvested shares of Common Stock acquired by the Optionholder pursuant to the exercise or early exercise of the Option at a price equal to the lower of the Fair Market Value or the exercise price of such shares.

5.14. Right of First Refusal. The Option may, but need not, include a provision whereby the Company may elect to exercise a right of first refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option. Except as expressly provided in this Section or in the Award Agreement for the Option, such right of first refusal shall otherwise comply with any applicable provisions of the Bylaws of the Company.

ARTICLE 6

Provisionsof Awards other than Options

**6.1. Restricted Stock Awards.**Each Restricted Stock Award agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Award agreements need not be identical; provided, however, that each Restricted Stock Award agreement shall include (through incorporation of the provisions hereof, by reference in the agreement or otherwise) the substance of each of the following provisions:

(a) Purchase Price. At the time of the grant of a Restricted Stock Award, the Board will determine the price to be paid by the Participant for each share subject to the Restricted Stock Award. The price to be paid by the Participant for each share subject to the Restricted Stock Award shall not be less than the Common Stock’s Fair Market Value on the date such award is made or at the time the purchase is consummated. A Restricted Stock Award may be awarded as a stock bonus (i.e., with no cash purchase price to be paid) to the extent permissible under applicable law.

(b) Consideration. At the time of the grant of a Restricted Stock Award, the Board will determine the consideration permissible for the payment of the purchase price of the Restricted Stock Award. The purchase price of Common Stock acquired pursuant to the Restricted Stock Award shall be paid in one of the following ways: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other similar arrangement with the Participant; (iii) by services rendered or to be rendered to the Company; (iv) by delivery of a promissory note with full recourse to the Participant and the Participant’s assets; or (v) in any other form of legal consideration that may be acceptable to the Board; provided, however, that at any time that the Company is incorporated in Florida, payment of the Common Stock’s “par value,” as defined in the Florida Business Corporation Act, shall not be made by deferred payment and must be paid in a form of consideration that is permissible under the Florida Business Corporation Act.

(c) Vesting. Subject to the “Repurchase Limitation” in Section 9.6, shares of Common Stock acquired under a Restricted Stock Award may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board.

(d) Termination of Participant’sContinuous Service. Subject to the “Repurchase Limitation” in Section 9.6, in the event that a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the Restricted Stock Award agreement at a price equal to the amount paid by the Participant for such shares of Common Stock. Provided that the “Repurchase Limitation” in Section 9.6 is not violated, the Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes) have elapsed following the purchase of the restricted stock unless otherwise determined by the Board or provided in the Restricted Stock Award agreement.

(e) Transferability. Rights to acquire shares of Common Stock granted under a Restricted Stock Award shall be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award agreement, as the Board shall determine in its discretion, and so long as Common Stock awarded under the Restricted Stock Award remains subject to the terms of the Restricted Stock Award agreement.

6.2. Stock AppreciationRights. Each Stock Appreciation Right agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Stock Appreciation Right agreements may change from time to time. The terms and conditions of separate Stock Appreciation Right agreements need not be identical, but each Stock Appreciation Right agreement shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

**(a) Calculation of Appreciation.**Each Stock Appreciation Right will be denominated in Common Stock equivalents. The appreciation distribution payable per Common Stock equivalent on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (i) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a share of Common Stock over (ii) the Fair Market Value of a share of Common Stock at the time of grant of the Stock Appreciation Right or, in the case of Ten Percent Stockholders, 110% of such Fair Market Value.

(b) Vesting. At the time of the grant of a Stock Appreciation Right, the Board may impose such restrictions or conditions to the vesting of such Stock Appreciation Right as the Board deems appropriate; provided, however, that a Stock Appreciation Right that could be settled in shares of Common Stock shall be subject to the “Repurchase Limitation” in Section 9.6.

(c) Exercise. To exercise any outstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Rights agreement evidencing such Right.

(d) Payment. The appreciation distribution in respect of a Stock Appreciation Right may be paid in Common Stock, in cash or any combination of the two, as the Board deems appropriate.

(e) Termination of ContinuousService. If a Participant’s Continuous Service terminates for any reason, any unvested Stock Appreciation Rights shall be forfeited and any vested Stock Appreciation Rights shall be automatically redeemed.

6.3. Restricted Stock Units. Each Restricted Stock Unit (“RSU”) Award shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. An RSU represents the right to receive one share of Common Stock (or the value thereof in cash) upon vesting and settlement. Unless otherwise determined by the Board, RSUs shall be settled in shares of Common Stock as soon as practicable following the applicable vesting date. RSUs may be subject to such vesting conditions (time-based, performance-based, or otherwise) as the Board may determine.

6.4 Performance Awards. The Board may grant Performance Awards that are payable in shares of Common Stock, cash, or a combination thereof, contingent upon the achievement of one or more performance goals over a designated performance period, as determined by the Board. Performance goals may include, but are not limited to, financial metrics (such as earnings per share, return on equity, return on assets, revenue, or EBITDA), stock price performance, or operational goals. The Board shall establish in writing the performance criteria, performance period, and the formula for calculating the amount of compensation payable under the Performance Award.

6.5. Dividend Equivalents. RSUs and Performance Awards may, but need not, provide for the payment of dividend equivalents. No dividends or dividend equivalents shall be paid with respect to any Award prior to the vesting of the underlying shares.

ARTICLE7

Covenantsof the Company

**7.1. Availability of Shares.**During the terms of the Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Awards.

**7.2. Securities Law Compliance.**The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over this Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act this Plan, any Award or any Common Stock issued or issuable pursuant to any Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under this Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Awards unless and until such authority is obtained.

ARTICLE 8

AdjustmentsUpon Changes in Stock

8.1. Capitalization Adjustments. If any change is made in, or other event occurs with respect to, the Common Stock subject to this Plan or subject to any Award without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, dividend, stock split, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company (each a “Capitalization Adjustment”), this Plan will be appropriately adjusted in the class(es) and maximum number of securities subject to this Plan pursuant to Sections 3.1 and 3.2 and the outstanding Awards will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Awards by the Board. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. The conversion of any convertible securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.

8.2. Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, all outstanding Options shall terminate immediately prior to the completion of such dissolution or liquidation, and shares of Common Stock subject to the Company’s repurchase option may be repurchased by the Company notwithstanding the fact that the holder of such stock is still in Continuous Service.

8.3. Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may take one or more of the following actions with respect to Awards, contingent upon the closing or completion of the Corporate Transaction:

(a) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Award or to substitute a similar stock award for the Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);

(b) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(c) accelerate the vesting, in whole or in part, of the Award (and, if applicable, the time at which the Award may be exercised) to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective date of the Corporate Transaction), with such Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; provided, however, that the Board may require Participants to complete and deliver to the Company a notice of exercise before the effective date of a Corporate Transaction, which exercise is contingent upon the effectiveness of such Corporate Transaction;

(d) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award;

(e) cancel or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the Corporate Transaction, in exchange for such cash consideration, or no consideration, as the Board, in its sole discretion, may consider appropriate; and

(f) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise of the Award immediately prior to the effective time of the Corporate Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be $0 if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.

The Board need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of an Award.

ARTICLE9

Miscellaneous

9.1. Acceleration of Exercisabilityand Vesting. The Board shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with this Plan, notwithstanding the provisions in the Award stating the time at which such Award may first be exercised or the time during which such Award will vest.

**9.2. Stockholder Rights.**No Optionholder shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Option unless and until such Participant has satisfied all requirements for exercise of the Option pursuant to its terms.

9.3. No Employment or OtherService Rights. Nothing in this Plan or any instrument executed or Award granted pursuant hereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate (a) the employment of an Employee with or without notice and with or without cause, (b) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (c) the service of a Director pursuant to the Bylaws of the Company or an Affiliate. Furthermore, nothing in this Plan or any instrument executed or Award granted pursuant hereto shall affect any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.

**9.4. Investment Assurances.**The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (a) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that Participant is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Award and (b) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements and any assurances given pursuant to such requirements shall be inoperative if (i) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently effective registration statement under the Securities Act or (ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under this Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

**9.5. Withholding Obligations.**The terms of an Award Agreement must require the Participant to satisfy any federal, state or local tax withholding obligation (including with respect to the withholding of income tax and of the Participant’s liability for employment taxes, including FICA and Medicare taxes) relating to the exercise or acquisition of Common Stock under an Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (a) tendering a cash payment; (b) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock under the Award; provided, however, that no shares of Common Stock shall be withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable accounting); or (c) delivering to the Company owned and unencumbered shares of Common Stock.

**9.6. Repurchase Limitation.**The terms of any repurchase option shall be specified in the Award, and the repurchase price may be either the Fair Market Value of the shares of Common Stock on the date of termination of Continuous Service or the lower of (1) the Fair Market Value of the shares of Common Stock on the date of repurchase or (2) their original purchase price.

**(a) Fair Market Value.**If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination of Continuous Service at not less than the Fair Market Value of the shares of Common Stock to be purchased on the date of termination of Continuous Service, then (i) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Awards after such date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”) and (ii) the right terminates when the shares of Common Stock become publicly traded.

(b) Original PurchasePrice. If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination of Continuous Service at the lower of (i) the Fair Market Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price, then (x) the right to repurchase at the original purchase price shall lapse at the rate of at least twenty percent (20%) of the shares of Common Stock per year over five (5) years from the date the Award is granted (without respect to the date the Award was exercised or became exercisable) and (y) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified small business stock”).

9.7. Effective Date. This Plan shall become effective as determined by the Board, but no Award shall be exercised (or, in the case of a stock bonus, shall be granted) unless and until this Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date this Plan is adopted by the Board.

9.8. Plan Term. The Board may suspend or terminate this Plan at any time. Unless sooner terminated, this Plan shall terminate on the day before the tenth (10^th^) anniversary of the date this Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Awards may be granted under this Plan while this Plan is suspended or after this Plan is terminated. Suspension or termination of this Plan shall not impair rights and obligations under any Award granted while this Plan is in effect except with the written consent of the affected Participant.

**9.9. Amendment of Plan.**The Board at any time, and from time to time, may amend this Plan. However, except as provided in Section 8.1, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Section 422 of the Code. It is expressly contemplated that the Board may amend this Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options or to bring this Plan or Incentive Stock Options granted under this Plan into compliance therewith. Rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.

9.10. Amendment of Awards. The Board at any time, and from time to time, may amend the terms of any one or more Awards; provided, however, that the rights under any Award shall not be impaired by any such amendment unless the affected Participant consents in writing. Rights under any Award granted before amendment of this Plan shall not be impaired by any amendment of this Plan unless the affected Participant consents in writing.

9.11. Section 409A. Notwithstanding anything in this Plan to the contrary, the Plan and Awards made under the Plan are intended to be stock rights that do not provide for the deferral of compensation under Section 409A of the Code, and the Plan shall be interpreted to the fullest extent possible and shall be operated so as to comply with the requirements imposed by Section 409A of the Code such that Awards do not provide for the deferral of compensation. If any Plan provision or Award would result in the imposition of any additional tax or interest under Section 409A of the Code, the Company and the Participant intend that the Plan provision or Award will be reformed to avoid imposition, to the extent possible, of such additional tax and interest, and no action taken by the Company to so comply with Section 409A of the Code shall be deemed to adversely affect the Participant’s rights to an Award. The Participant further agrees that the Committee, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify an Award in any manner and delay the payment of any amounts payable pursuant to an Award to the extent necessary to meet the requirements of Section 409A of the Code as the Committee deems appropriate or desirable.

**9.12. Tax Consequences.**Each Participant shall be solely responsible for all of the tax consequences to the Participant of any award issued under the Plan, including any consequences arising under Section 409A of the Code. The Company provides no guaranty or assurance concerning the tax consequences to the Participants of any award issued under the Plan.

9.13. Governing Law. The law of the State of Florida shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

9.14. Clawback. All Awards granted under the Plan shall be subject to the terms of any recoupment, clawback, or similar policy of the Company in effect from time to time, as well as any recoupment, clawback, or similar requirements imposed under applicable law, regulation, or stock exchange listing standards, including, without limitation, Section 10D of the Exchange Act and the rules of any national securities exchange on which the Common Stock is listed.

ARTICLE 10.

Definitions

**10.1. “Affiliate”**means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code (as defined below).

10.2. “Board” means the board of directors of the Company.

10.3. “Change ofControl” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then-outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation or (iv) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company).

Notwithstanding the foregoing or any other provision of this Plan, the term Change of Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company and any definition of Change of Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement (it being understood, however, that if no definition of Change of Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).

10.4. “Code” means the Internal Revenue Code of 1986, as amended.

10.5. “Committee” means a committee of one or more members of the Board appointed by the Board in accordance with Section 1.3.

10.6. “Common Stock” means the Common Stock, no par value per share.

10.7. “Company” means Helio Corporation, a Florida corporation.

**10.8. “Consultant”**means any person, including any advisor, (1) engaged by the Company or an Affiliate to render consulting or advisory services and who is compensated for such services or (2) serving as a member of the Board of Directors of an Affiliate and who is compensated for such services. However, the term “Consultant” shall not include Directors who are not compensated by the Company for their services as Directors, and the payment of a director’s fee by the Company for services as a Director shall not cause a Director to be considered a “Consultant” for purposes of the Plan.

10.9. “ContinuousService” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Officer, Director or Consultant, is not interrupted or terminated as determined by the Board or the Company’s chief executive officer; provided that (a) a change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Officer, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service, (b) the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave; provided, however , that a leave of absence shall be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence.

10.10. “CorporateTransaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

(a) a Change of Control; or

(b) a merger, consolidation or similar transaction following which (i) the Company is not the surviving corporation or (ii) the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding such transaction are converted or exchanged by virtue thereof into other property, whether in the form of securities, cash or otherwise.

10.11. “Director” means a member of the Board.

**10.12. “Disability”**means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.

10.13. “Employee” means any person employed by the Company or an Affiliate; provided that service as a Director or payment of a director’s fee by the Company for such service or for service as a member of the board of directors of an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.

10.14. “Award” means any right granted under this Plan, including an Option, a Restricted Stock Award and a Stock Appreciation Right.

10.15. “Award Agreement” means a written agreement between the Company and a holder of an Award evidencing the terms and conditions of a grant of an individual Award, which shall be subject to the terms and conditions of this Plan.

10.16. “ExchangeAct” means the Securities Exchange Act of 1934, as amended.

10.17. “Fair MarketValue” means, as of any date, the fair market value of the Common Stock, determined, where applicable, in accordance with the requirements of the Code, as established in good faith by the Board. The Board’s determination of Fair Market Value shall be conclusive for purposes of this Plan.

**10.18. “Group”**means any “group” within the meaning of Section 13(d) or 14(d) of the Exchange Act.

10.19. “IncentiveStock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

10.20. “NonstatutoryStock Option” means an Option not intended to qualify as an Incentive Stock Option.

10.21. “Officer” means any person designated by the Company as an officer.

10.22. “Option” means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to this Plan.

**10.23. “Option Agreement”**means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant, which shall be subject to the terms and conditions of this Plan.

**10.24. “Optionholder”**means a person to whom an Option is granted pursuant to this Plan or, if applicable, such other person who holds an outstanding Option.

10.25. “Participant” means a person to whom an Award is granted pursuant to this Plan or, if applicable, such other person who holds an outstanding Award.

**10.26. “Person”**means any natural person, corporation, partnership, limited liability company, trust or other legal entity.

10.27. “Plan” means this Helio Corporation 2025 Equity Incentive Plan.

10.28. “RestrictedStock Award” means an award of shares of Common Stock granted pursuant to the terms and conditions of Section 6.1.

10.29. “SecuritiesAct” means the Securities Act of 1933, as amended.

10.30. “Stock AppreciationRight” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 6.2.

**10.31. “Subsidiary”**means, with respect to any Person, (1) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by the Company and (2) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).

10.32. “Ten PercentStockholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Affiliate.

* * *

Exhibit 31.1

ChiefExecutive Officer Certification

PursuantTo Section 302 of

TheSarbanes-Oxley Act of 2002

I, Edward Cabrera, certify that:

1.	I<br>have reviewed this annual report on Form 10-K of Helio Corporation for the year ended October 31, 2025;
2.	Based<br>on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br>to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the<br>period covered by this annual report;
---	---
3.	Based<br>on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects<br>the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The<br>registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br>(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br>that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br>such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purpose in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated<br>the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br>effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
---	---
(d)	Disclosed<br>in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br>most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is<br>reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The<br>registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial<br>reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br>the equivalent function):
---	---
(a)	All<br>significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br>likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br>fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal<br>control over financial reporting.
---	---
February 17, 2026	/s/ Edward Cabrera
---	---
	Edward Cabrera
	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Exhibit 31.2

ChiefFinancial Officer Certification

PursuantTo Section 302 of

TheSarbanes-Oxley Act of 2002

I, Mark Knauf, certify that:

1.	I<br>have reviewed this annual report on Form 10-K of Helio Corporation for the year ended October 31, 2025;
2.	Based<br>on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br>to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the<br>period covered by this annual report;
---	---
3.	Based<br>on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects<br>the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The<br>registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures<br>(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act<br>Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed<br>such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure<br>that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those<br>entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br>such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br>to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external<br>purpose in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated<br>the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the<br>effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br>and
---	---
(d)	Disclosed<br>in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br>most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is<br>reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The<br>registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial<br>reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br>the equivalent function):
---	---
(a)	All<br>significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably<br>likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br>fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal<br>control over financial reporting.
---	---
February 17, 2026	/s/ Mark Knauf
---	---
	Mark Knauf
	Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 32.1

Certificationof the Chief Executive Officer Pursuant to

18U.S.C. Section 1350,

AsAdopted Pursuant to

Section906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Helio Corporation (the "Company") on Form 10-K for the annual period ending October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Edward Cabrera, as Chief Executive Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)	The<br>Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The<br>information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the<br>Company for the dates and the periods covered by the Report.
---	---

A signed original of this written statement has been provided to Helio Corporation and will be retained by Helio Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

February 17, 2026	/s/ Edward Cabrera
	Edward Cabrera
	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

Exhibit 32.2

Certificationof the Chief Financial Officer Pursuant to

18U.S.C. Section 1350,

AsAdopted Pursuant to

Section906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Helio Corporation (the "Company") on Form 10-K for the annual period ending October 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark Knauf, as Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)	The<br>Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The<br>information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the<br>Company for the dates and the periods covered by the Report.
---	---

February 17, 2026	/s/ Mark Knauf
	Mark Knauf
	Chief Financial Officer (Principal Financial and Accounting Officer)