SECURITYAGREEMENT
This Security Agreement (this “Agreement”) is made and entered into as of September 2, 2026, by and between: STEWARDS, INC., a corporation organized and existing under the laws of the State of Nevada (the“Company”), andACCRETIVINVESTMENTHOLDINGS INC., aGeorgiacorporation (the“Secured Party”).
RECITALS
A.Pursuant to that certain Promissory Note dated as of September 2, 2026 (as amended, restated, or otherwise modified from time to time, the “Note”), the Company, as maker, has promised to pay to the order of the Secured Party the original principal amount of One Million Five Hundred Thousand Dollars ($1,500,000.00), together with the Lender Return and other amounts expressly payable under the Note.
B.Itisaconditionprecedent totheSecuredParty’sadvanceundertheNotethat theCompany grant tothe Secured Party a junior security interest in certain of its personal property to secure the Obligations.
C.TheCompanyhasagreedtoexecuteanddeliverthisAgreement toinducetheSecured Partytofundthe Note.
D.TheCompany has outstandingsecured convertible promissory notes inthe aggregate principal amount of uptoFiveMillionDollars ($5,000,000)issued under that certainNotePurchaseAgreement dated as of July 23, 2026, which notes are secured by that certain SecurityAgreement dated as of July 23, 2026 (the “ExistingConvertible NoteSecurityAgreement”). TheCompanyandtheSecured Partyacknowledge that those notes and that security agreement remain outstanding. The security interest granted under this Agreement is junior and subordinate to the liens created by the Existing Convertible Note Security Agreement. This Agreement does not grant a first-priority security interest.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I DEFINITIONS
Section1.1Definitions. Capitalizedtermsusedbut nototherwisedefinedinthisAgreement shall havethe meaningsascribedtothemintheNote, as applicable.AsusedinthisAgreement,thefollowingtermsshall have the following meanings:
“Collateral”meansthepropertydescribedonExhibitAattachedheretoandmadeaparthereof. “Event of Default” has the meaning set forth inArticleVII of thisAgreement.
“ExistingConvertibleNotes”meansthe Company’ssecuredconvertiblepromissorynotesoutstanding under theNotePurchaseAgreementdatedasofJuly23,2026,intheaggregateprincipalamountofupto
$5,000,000.
“ExistingConvertibleNoteLiens”meanstheliensandsecurityinterestscreatedbytheExistingConvertible Note SecurityAgreement and related transaction documents securing the Existing Convertible Notes.
“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or other security interest.
“SeniorLiens”means(i)theExistingConvertibleNoteLiensand(ii)anyotherLienofasecuredlenderof the Company that is valid and perfected on the date ofthisAgreement and that is senior in priority to the security interest created by this Agreement.
“Obligations” means any and all indebtedness, liabilities, and obligations of every kind and nature of the Company to the Secured Party under or in connection with the Note, this Agreement, and any other documents executed in connection with the Note, including, without limitation, all principal, the Lender Return, interest (including default interest), premiums, fees, costs, expenses, indemnities, and all other amountspayablethereunderorinconnectiontherewith,whethernowexistingorhereafterarising,absolute or contingent, due or to become due, and whether or not evidenced by any note or other instrument. “Obligations” does not include the Existing Convertible Notes or any other indebtedness except the Note and this Agreement.
“Permitted Liens” means (i) Liens for taxes, assessments, or other governmental charges not yet due or which are being contested in good faith by appropriateproceedings and for which adequate reserves have been established in accordance with GAAP; (ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,orotherlikeLiensarisingintheordinarycourseofbusinesswhicharenotoverdueforaperiod of more than thirty (30) days or which are being contested in good faith by appropriate proceedings; (iii) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other social security legislation; and (iv) Liens in favor of the Company’s other secured lenders, including the Existing Convertible Note Liens and other Senior Liens; (v) Liens securingtheExistingConvertibleNotes;(vi)thejuniorsecurityinterestcreatedunderthisAgreement;and
(vii) replacements, extensions, andrefinancings oftheforegoing that donot increase theprincipal amount secured except by unpaid interest, fees, and reasonable costs.
“UCC”meanstheUniformCommercialCodeasineffectfromtimetotimeintheStateofNevada(Nevada Revised Statutes Chapter 104, Article 9).
ARTICLEII
GRANTOFSECURITYINTEREST
Section2.1Grant.Ascollateral securityforthepromptandcompletepaymentandperformancewhendue ofallObligations,theCompanyherebypledges,assigns,transfers,hypothecates,andgrantstotheSecured Party acontinuingjuniorsecurityinterestinandtoalloftheCompany’sright, title,andinterest in, to, and undertheCollateral, whethernowowned orhereafteracquired and whereverlocated, subject to Permitted Liens.ThesecurityinterestgrantedherebyisjuniorinprioritytotheSeniorLiensandisnotafirst-priority security interest.
Section 2.2 Continuing Security Interest. The security interest granted under this Agreement is a continuingsecurityinterest andshallremaininfull forceandeffect until allObligationshavebeenpaidin full and thisAgreement has been terminated in accordance with its terms.
Section 2.3SecurityAgreement.ThisAgreement shallconstituteasecurity agreement withinthemeaning of the UCC.
Section2.4SameCollateral;JuniorOnly.ThisAgreementgrantsajuniorsecurityinterestintheCollateral describedonExhibitA,whichisthesameclassofpersonal-propertycollateraldescribedintheExisting Convertible Note SecurityAgreement. ThisAgreement does not create a first-priority lien. The Secured Party shall not file any financing statement that claims a first-priority lien.
Section 2.5 Subordination to Other Secured Lenders. The lien created by this Agreement is and shall remainjuniorandsubordinateinpaymentandlienprioritytotheSeniorLiens.TheSecuredPartyshallnot contestthevalidity,priority, perfection,orenforcementoftheSeniorLiens.ThisSectionisfortheexpress benefit of the Company’s other secured lenders holding Senior Liens and may be relied on by them.
ARTICLE III OBLIGATIONSSECURED
Section 3.1 Obligations. The security interest granted under thisAgreement secures the full, prompt, and complete payment and performance of all Obligations.
ARTICLE IV REPRESENTATIONS AND WARRANTIES
TheCompanyrepresentsandwarrantstotheSecuredPartyasofthedatehereofandasoftheFundingDate under the Note as follows:
Section 4.1 Organization and Good Standing. The Company is a corporation duly organized, validly existing,andingoodstandingunderthelawsoftheStateofNevada,withfullcorporatepowerandauthority to own its properties and conduct its business as currently conducted.
Section 4.2 Authority and Enforceability. The Company has full corporate power and authority to enter intothisAgreement,tograntthejuniorsecurityinterestcontemplatedhereby,andtoperformitsobligations hereunder. The execution, delivery, and performance of thisAgreement have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms.
Section4.3OwnershipofCollateral.TheCompanyisthelegalandbeneficialowneroftheCollateral,free and clear of all Liens other than Permitted Liens.
Section 4.4 Junior Security Interest. The security interest granted hereby constitutes a present, valid, binding, and enforceable junior securityinterest intheCollateral, subject toPermitted Liens and junior to the Senior Liens.The Company does not represent that the Secured Party is receiving afirst-priority lien.
Section4.5Name,Jurisdiction,andLocation.TheexactlegalnameoftheCompanyisStewards,Inc.The Company’s jurisdiction of organization is the State of Nevada. The chief executive office and principal place of business of theCompany is located at 4300 N. University Drive, Suite D105, Lauderhill, Florida 33351.
Section 4.6 No Conflicts. The execution and delivery of this Agreement and the performance of the obligations hereunder do not and will not (a) conflict with or result in a breach of any provision of the Company’sArticles of Incorporation or Bylaws, (b) conflict with or result in a breach of any agreement, instrument, or obligation to which the Company is a party or by which the Company or the Collateral is bound,except thattheExistingConvertibleNotes,theExistingConvertibleNoteSecurityAgreement, and theotherSeniorLiensremainoutstandingandseniortothesecurityinterest grantedhereby, or(c)resultin thecreationofanyLienontheCollateralotherthanthejuniorsecurityinterestgrantedherebyandPermitted Liens.TheCompanyrepresentsthattheExistingConvertibleNotedocumentspermitthejuniorliencreated bythisAgreement,orthattheCompanyhasobtainedanyconsentrequiredunderthosedocumentstogrant that junior lien. The Company does not represent that the Secured Party is receiving a first-priority lien, parity with any Senior Lien, or a lien that is free of theExisting Convertible Note Liens.
Section 4.7 No Existing Financing Statements. No financing statement covering any of the Collateral is currently on file in any public office other than financing statements in favor of the Company’s other secured lenders, financing statements relating to Permitted Liens, and any junior financing statement that may be filed in connection with this Agreement.
Section4.8Solvency.AftergivingeffecttothetransactionscontemplatedbytheNoteandthisAgreement, the Company is solvent and able to pay its debts as they become due.
ARTICLE V COVENANTS
The Company covenants and agrees that, until all Obligations have been paid in full and thisAgreement has been terminated:
Section 5.1 Existence and Good Standing. The Company shall preserve and maintain its corporate existence, rights, franchises, and good standing in the State of Nevada and in each other jurisdiction in which the character of its properties or the nature of its business requires such qualification.
Section 5.2 Name and Location Changes. The Company shall not change its name, jurisdiction of organization, orthelocationof its chief executive office without providingtheSecured Party withat least thirty (30) days’prior written notice and taking all actions reasonably requested by the Secured Party to maintain the perfection and priority of the junior security interest granted hereby.
Section 5.3 Liens. The Company shall keep the Collateral free and clear of all Liens other than Permitted Liens. This covenant does not restrict Senior Liens or other Permitted Liens, and does not require the Company to give the Secured Party a first-priority lien.
Section5.4Insurance.TheCompanyshallmaintaininsurancewithrespecttotheCollateralagainstlossor damage by fire, theft, andother risks customarilyinsured against by companies similarlysituated, insuch amounts and with such insurers as are customary, and shall cause the Secured Party to be named as an additionallosspayee,juniortoanyloss-payeealreadyrequiredbyaSeniorLien,asitsinterestsmayappear.
Section 5.5 Disposition of Collateral. The Company shall not sell, assign, transfer, lease, or otherwise dispose of any material portion of the Collateral without the prior written consent of the Secured Party, exceptfor(a)salesofInventoryintheordinarycourseofbusiness,(b)dispositionsofobsoleteorworn-out Equipmentin theordinary courseofbusiness,(c)sales,contributions,ortransfers ofassetsintheordinary course of the Company’s private-credit and financing business, including merchant-cash-advance and revenue-based financing originations, syndications, and settlements, and (d) dispositions required by the documents governing Senior Liens.
Section5.6FurtherAssurances.TheCompanyshall, at itssoleexpense, promptlyexecute, acknowledge, deliver, file, register, and record such further documents, financing statements, instruments, and agreements, and take such further actions, as the Secured Party may reasonably request from time totime toperfect,protect,maintain,preserve,orenforcethejuniorsecurityinterestgrantedherebyortoenablethe SecuredPartytoexerciseandenforceitsrightsandremediesunderthisAgreement,providedthatthe Company shall not be required to grant a first-priority lien or to obtain a control agreement except as provided in Section 6.2.
Section 5.7 Inspection Rights. The Company shall permit the Secured Party and its representatives, upon reasonable prior notice and during normal business hours, to visit and inspect the Collateral and the Company’sbooksandrecordsrelatingtotheCollateral,andtodiscusstheCompany’saffairsrelatingtothe Collateralwithitsofficers,notmorethanoncepercalendarquarterunlessanEventofDefaultiscontinuing.
Section5.8NoticeofClaims.TheCompanyshallpromptlynotifytheSecuredPartyofanymaterialclaim, action, or proceeding affecting the Collateral or the security interest granted hereby.
ARTICLEVI
PERFECTIONOFSECURITYINTEREST
Section 6.1 Authorization to File Financing Statements. The Company hereby authorizes the Secured Party (or its counsel) at any time and from time to time to file in any relevant jurisdiction any initial financing statements, amendments, continuations, terminations, and other documents under the UCC that describetheCollateralandcontainanyinformationrequiredbytheUCCforthesufficiencyorfiling-office acceptance of any financing statement, including the Company’s type of organization and organizational identificationnumber(ifany).Any financing statementshall describetheCollateralinthesamemanneras Exhibit A, or as “all personal property of the debtor; junior to existing secured lenders.” The financing statement shall not state that the lien is first-priority.
Section6.2Control.TheCompanyisnot requiredtodeliverdeposit-account, securities-account, orletter- of-credit control agreements unless an Event of Default has occurred and is continuing.After an Event of Default,theCompanyshall,uponwrittenrequestoftheSecuredParty,usecommerciallyreasonableefforts to obtain control agreements in form reasonably satisfactory to the Secured Party, subject to any senior control rights of the Company’s other secured lenders. Any such control shall be junior to those senior control rights.
Section 6.3 Cooperation. The Company shall cooperate fully with the Secured Party in perfecting, maintaining, and protecting the junior security interest and priority granted hereby.
ARTICLE VIIEVENTSOFDEFAULT
Section 7.1 Events of Default. The occurrence of any of the following events shall constitute an Event of Default under this Agreement:
(a)AnyEventofDefaultundertheNoteshallhaveoccurredandbecontinuing;
(b)Any representation or warranty made or deemed made by the Company in thisAgreement shall prove to have been false or misleading in any material respect when made or deemed made;
(c)The Company shall fail toperform or observe anycovenant, condition, or agreement containedin this Agreementandsuchfailureshallcontinueunremediedforaperiodoffifteen(15)daysaftertheearlierof (i)written noticethereoffrom the Secured Party or(ii)theCompany obtaining knowledgeofsuch failure; or
(d)AnyLienotherthanaPermittedLienshallattachtoanymaterial portionoftheCollateral andshallnot be released or discharged within thirty (30) days.
ARTICLEVIII REMEDIES
Section 8.1 Rights and Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, the Secured Party may, without notice or demand (except as required by applicable law or by Section 2.5):
(a)declareall oranyportionoftheObligationsimmediatelydueand payable;
(b)exerciseanyandallrightsandremediesavailabletoasecuredpartyundertheUCCorother applicable law, subject to the senior rights of holders of Senior Liens;
(c)takepossessionoftheCollateral withoutjudicialprocess;
(d)require the Company to assemble the Collateral and make it available to the Secured Party at a place reasonably convenient to the parties;
(e)sell, lease, license, orotherwise dispose of any or all of theCollateral at public or privatesale, with or without having the Collateral present at the place of sale; and
(f)collect,receive, andapplyanymonies, accounts,orotherproceedsoftheCollateral.
Section 8.2 Notice of Sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on arecognized market, theSecured Party shall givetheCompany at least ten (10) days’ prior written notice of the time and place of any public sale or of the time after which any private sale or other intended disposition of the Collateral is to be made. Such notice shall be deemed commercially reasonable.
Section8.3NoObligationtoMarshal.TheSecuredPartyshallhavenoobligationtomarshalanyassetsin favoroftheCompany oragainst orin paymentofanyoftheObligations, except as required to respect the priority of Senior Liens and other Permitted Liens.
Section8.4CumulativeRemedies.TherightsandremediesoftheSecuredPartyunderthisAgreement are cumulative and may be exercised concurrently or separately.
Section 8.5 No Priming of Senior Liens. The Secured Party shall not take any action that would prime, invalidate, or impair any Senior Lien.
ARTICLEIX
APPLICATIONOFPROCEEDS
Section9.1 Application ofProceeds.All proceedsreceivedbytheSecuredPartyfrom thecollection, sale, or other disposition of the Collateral shall be applied in the following order of priority:
(a)First,toamountsrequired tobepaidtoholders ofSeniorLiens;
(b)Second,tothereasonablecostsandexpensesoftheSecuredPartyofeverykindincurredinconnection withthecollection,sale,ordisposition,includingreasonableattorneys’feesandlegalexpenses;
(c)Third, totheObligationsin theorderprovided intheNote, oriftheNoteis silent, firstto enforcement costs, then to the Lender Return, then to other amounts due, then to Principal; and
(d)Fourth, any surplus remaining after the indefeasible payment in full of all Obligations shall be paid to the Company or as a court of competent jurisdiction may direct.
ARTICLE XFULLRECOURSE
Theliability oftheCompanyfortheObligationsshallnot belimited totheCollateral.TheCompany shall have full personal liability for the Obligations beyond the value of the Collateral. No officer, director, employee, or shareholder of the Company is a guarantor by reason of thisAgreement.
ARTICLEXI
COSTSOFCOLLECTIONANDINDEMNIFICATION
Section 11.1 Costs ofCollection. TheCompany agrees to pay on demand all reasonable documented out- of-pocket attorneys’ fees, costs, and expenses incurred by the Secured Party in connection with the collection,enforcement, protection, orpreservationofthisAgreement,theNote, oranyoftheObligations, including any fees and expenses incurred in any bankruptcy, insolvency, receivership, or other court proceeding.
Section11.2Indemnification.TheCompanyshallindemnify,defend,andholdharmlesstheSecuredParty and its officers, directors, employees, agents, and counsel from and against any and all claims, damages, losses,liabilities,costs,andexpenses(includingreasonableattorneys’fees)arisingoutoforrelatingtothis Agreement orthesecurityinterest grantedhereby, except totheextent resultingfromthegross negligence or willful misconduct of the Secured Party.
ARTICLE XII MISCELLANEOUS
Section12.1Notices.Allnotices,requests,demands,andothercommunicationsunderthisAgreementshall be given inwritingand delivered personally, bynationally recognized overnight courier, or by emailwith confirmation of receipt, and are effective upon receipt, as follows:
IftotheCompany:
Stewards,Inc.
4300N.UniversityDrive,SuiteD-105 Lauderhill, FL 33351
Attn:KatyMurless
Email:kmurless@stewards.com
Ifto theSecured Party:
AccretivInvestmentHoldingsInc. Attn: Martin Freeman
Email:martin@accretiv.com
Section 12.2 GoverningLaw. ThisAgreement shall begoverned by and construedin accordance with the laws of the State of Nevada, without regard to conflicts of law principles. Each party consents to the exclusive jurisdiction and venue of the state and federal courts located in the State of Nevada.
Section 12.3 Waiver of Jury Trial. THE COMPANY AND THE SECURED PARTY HEREBY IRREVOCABLYWAIVEANYANDALLRIGHTTO TRIALBYJURYINANYLEGALPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section12.4AmendmentsandWaivers.ThisAgreementmaynotbeamended,modified,supplemented,or waivedexceptbyawritteninstrumentsignedbytheCompanyandthe SecuredParty. Noamendmentmay convert thejuniorlien created by thisAgreement into afirst-priority lien without thepriorwritten consent of the holders of the Senior Liens.
Section12.5SuccessorsandAssigns.ThisAgreementshallbebindinguponandinuretothebenefitofthe partiesheretoandtheirrespectivesuccessorsandpermittedassigns.TheCompanymaynotassignitsrights or obligations under thisAgreement without the prior written consent of the Secured Party. The Secured Party may assign thisAgreement only togetherwith anassignment oftheNote, and only to theextent that assignmentispermittedbytheNote.AnyassigneetakessubjecttothejuniorpriorityofthisAgreementand to Section 2.5.
Section12.6Severability.IfanyprovisionofthisAgreementisheldtobeinvalid,illegal,orunenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 12.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, eachofwhichshall bedeemedanoriginal, andallofwhichtogethershall constituteoneand thesameinstrument.Electronicsignatures(includingDocuSignorsimilarplatforms)shallbedeemedvalid and binding for all purposes.
Section 12.8 EntireAgreement. ThisAgreement, together with the Note, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, except that this Agreement does not amend, replace, or prime the Existing Convertible Note Security Agreement or any other Senior Lien.
Section 12.9 Termination and Release. Upon the indefeasible payment in full of all Obligations, this Agreement shall automatically terminate, and the Secured Party shall, at the Company’s sole expense, promptly execute and deliver to the Company such documents and instruments as the Company may reasonably request to evidence the release of the security interest granted hereby, including UCC termination statements. Payment in full means payment of the outstanding Principal, the Lender Return, and any other amount then expressly payable under the Note and thisAgreement.
Section 12.10 Survival. All representations, warranties, covenants, and agreements of the Company contained herein shall survive the execution and delivery of thisAgreement and the funding of the Note.
Section12.11JuniorLienOnly.ThepartiesagreethatthisAgreementcreatesonlyajuniorsecurityinterest behind the Company’s other secured lenders. If any provision of thisAgreement is construed to grant or require a first-priority lien, that provision is reformed to grant or require only a junior lien, subject to the Senior Liens.
IN WITNESS WHEREOF, the parties have executed this SecurityAgreement as of the date first written above.
COMPANY:
STEWARDS,INC.
aNevadacorporation
By: /s/ Shaun Quin
Name:ShaunQuin
Title:ChiefExecutiveOfficer
SECUREDPARTY:
ACCRETIVINVESTMENTHOLDINGSINC.
aGeorgiacorporation
By: /s/ Martin Freeman
Name:MartinFreeman
Title: CEO
| SCHEDULE I | ||||||||||||||
| Secured Party | ||||||||||||||
| Name | Instrument | Principal | Priority | Notices | ||||||||||
| Accretiv Investment Holdings Inc. | Promissory Note dated September 2, 2026 | $1,500,000.00 | Junior to other secured lenders, including Existing Convertible Note Liens | Attn: Martin Freeman; martin@accretive.com; [ADDRESS] | ||||||||||
EXHIBITA COLLATERAL
The Collateral consists ofall ofthe followingpropertyof Stewards, Inc., whether nowownedorhereafter acquired, and wherever located:
(a)allAccounts;
(b)allChattelPaper(whethertangibleorelectronic);
(c)allCommercialTortClaims;
(d)all DepositAccounts;
(e)allDocuments;
(f)allEquipment;
(g)all Fixtures(totheextentArticle9oftheUniformCommercial Codeasenactedin theStateof Nevada applies thereto);
(h)allGeneralIntangibles(includingallpaymentintangibles,software,intellectualproperty, licenses, and customer lists);
(i)allGoods;
(j)allInstruments;
(k)allInventory;
(l)allInvestmentProperty(includingallsecurities,securityentitlements,securitiesaccounts, commodity contracts, and commodity accounts);
(m)allLetter-of-CreditRights;
(n)allSupportingObligations;
(o)all books, records,ledgercards, files, correspondence, computerprograms, tapes,disks,and relateddataprocessingsoftwarethatatanytimeevidenceorcontaininformationrelatingtoany of the foregoing or are otherwise necessary or helpful in the collection thereof or realization
thereon;
(p)allProceedsandproductsofanyandalloftheforegoing(includinginsuranceproceedsand condemnation proceeds); and
(q)allaccessionsto,substitutionsfor,andreplacementsofanyoftheforegoing.
Thesecurity interestintheCollateralisjuniortotheSeniorLiens andisnotfirst-priority.