Exyn Technologies, Inc.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of the material provisions relating to our material indebtedness. The following summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of the corresponding agreement or instrument, including the definitions of certain terms therein that are not otherwise defined in this prospectus. You should refer to the relevant agreement or instrument for additional information, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

WAB Loan Agreement

The Loan Agreement with Western Alliance Bank provides for a total aggregate principal amount of $3.5 million and matures on September 27, 2027, $3.5 million of which is currently outstanding as of December 31, 2025. The loan bears interest at a rate of the greater of 8.25% or the prime rate as reported in the Wall Street Journal, adjustable daily, per annum. The interest rate as of December 31, 2025 was 8.61%. On November 19, 2025, the Company entered into an amendment to the WAB Loan Agreement extending the interest-only period through March 10, 2026, with equal monthly principal and interest installments commencing April 10, 2026. The loan is secured by substantially all of our assets.

On May 30, 2025, HSBC Bank (acting through its Chennai branch) issued an irrevocable standby letter of credit (No. SDNBGE890972) in favor of Exyn Technologies Inc. for a maximum amount of USD $3,500,000. The standby letter of credit was issued at the request of Neolync Electronics Pvt Ltd (India) in support of banking facilities granted to Neolync Electronics Pvt Ltd (India) by HSBC. The standby letter of credit is governed by International Standby Practices (ISP98), allows partial drawings, and has been assigned to Western Alliance Bank (San José, California) as security for the Company’s senior credit facility. As of the date of this report, no amounts have been drawn under the standby letter of credit. The standby letter of credit was renewed in November 2025, with an expiration date of May 13, 2026.

On July 11, 2025, we entered into a Subordination Agreement (the “Subordination Agreement”) with Western Alliance Bank and Neolync Electronics Private Limited (“Neolync”), whereby Neolync agreed to subordinate all of our existing and future indebtedness obligations to Neolync to all of our existing and future indebtedness obligations to Western Alliance Bank.

The WAB Loan Agreement contains affirmative and negative covenants typical of loan agreements of this type, including, among others, limitations on the incurrence of additional indebtedness, liens, dividends and distributions in respect of, and repurchases and redemptions of, our capital stock, investments, transactions with affiliates, certain asset sales, changes in our business, organizational documents and fiscal year compliance with the financial covenants. We were in compliance with all such covenants as of December 31, 2025. Events of default under the WAB Loan Agreement are generally typical for loan agreements of this type.

Neolync Convertible Note

On May 20, 2025, we issued a Convertible Note to Neolync Holdings in the aggregate principal amount of $1.5 million (the “Neolync Convertible Note”), which bears interest at an annual rate of 12.0% and is secured by a first-priority lien on substantially all assets of the Company (subject only to the WAB Loan Agreement). The Neolync Convertible Note had an initial maturity date of November 20, 2025, which was extended to April 15, 2026 per Amendment No. 1 to the Letter Agreement dated as of October 9, 2025, between the Company and Neolync Holdings (as amended, the “Maturity Date”).

Conversion. The Neolync Convertible Note will automatically convert into shares of common stock upon consummation of a reverse merger transaction or any transaction pursuant to which our common stock first becomes registered under Section 12(b) of the Exchange Act. The Neolync Convertible Note provides for (i) a 300% liquidation preference, (ii) automatic conversion into common equity upon a public company event at 135% of the then-public trading price, and (iii) cash repayment at maturity if no public company event occurs. Upon certain events of default (including bankruptcy), the outstanding amount may become payable at 200% of the then-outstanding obligations. In the event no such transaction occurs by the Maturity Date, the Neolync Convertible Note shall be repaid at maturity at a premium of principal plus 200% and accrued interest due thereon.

Events of Default. For the borrowings under the Neolync Convertible Note, an event of default consists of one or more of the following:

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Our failure to pay any principal or interest payment on the due date when due;

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Our failure to deliver the conversion securities within three (3) days following the date such delivery was required;

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Our failure to stay compliant with our financial reporting obligations, if such failure is not cured within 20 days of receiving written notice from the holder that such failure has occurred; or

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Voluntary or involuntary bankruptcy or insolvency proceedings, including a court order under any debtor relief law that remains unstayed and in effect for 60 calendar days.

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Maximcash Loan Agreement

The Loan Agreement with Maximcash Solutions LLC provides for a total aggregate principal amount of $0.6 million. The loan matures on December 26, 2026 and bears interest at 38.5% per annum with principal and interest repayable over twelve monthly installments, with the first three months being interest-only payments. The loan is secured by substantially all of our assets.

The Maximcash Loan Agreement contains affirmative and negative covenants typical of loan agreements of this type, including, among others, limitations on the incurrence of additional indebtedness, liens, dividends and distributions in respect of, and repurchases and redemptions of, our capital stock, investments, transactions with affiliates, certain asset sales, changes in our business, organizational documents and fiscal year compliance with the financial covenants. We were in compliance with all such covenants as of December 31, 2025.

Events of default under the Maximcash Loan Agreement are generally typical for loan agreements of this type.

In connection with the Maximcash Loan Agreement, we also entered into an Equity Kicker and Registration Rights Agreement with Maximcash on December 26, 2025, which requires us, upon the consummation of a firmly underwritten initial public offering of equity securities (an “IPO”), to issue to Maximcash a number of shares of common stock having an aggregate value of $120,000 based on the public offering price per share in an IPO (the “Equity Kicker Shares”). The Equity Kicker Shares are subject to registration rights. We also entered into an IPO Acceleration and Mandatory Prepayment Agreement with Maximcash on December 26, 2025, which requires us to pay the outstanding principal balance under the Maximcash Loan Agreement, together with all accrued and unpaid interest, fees, costs and premiums, contemporaneously with the closing of an IPO.

Neolync Term Loan

The Term Loan Agreement with Neolync Holdings provides for a total aggregate principal amount of $1.5 million and matures on December 23, 2026. Initial cash proceeds of $0.5 million were received on December 26, 2025, with the remaining $1.0 million outstanding received on January 12, 2026. The loan is secured by substantially all of our assets. The Neolync Term Loan bears interest at 12% per annum with principal and interest repayable over twelve installments.

The Neolync Term Loan contains affirmative and negative covenants typical of loan agreements of this type, including, among others, limitations on the incurrence of additional indebtedness, liens, dividends and distributions in respect of, and repurchases and redemptions of, our capital stock, investments, transactions with affiliates, certain asset sales, changes in our business, organizational documents and fiscal year compliance with the financial covenants. We were in compliance with all such covenants as of December 31, 2025.

Events of default under the Neolync Term Loan are generally typical for loan agreements of this type.

NCH Convertible Note

On March 13, 2026, we issued a Convertible Note to NCH Ventures, LLC in the aggregate principal amount of $0.75 million, which bears interest at an annual rate of 8.0%, matures on March 13, 2028 (the “Maturity Date”) and is subordinated to the WAB Loan Agreement.

Conversion. In the event we consummate, on or prior to the Maturity Date, an IPO, all or a portion of the principal and accrued but unpaid interest then-outstanding under the NCH Convertible Note, at the option of the holder, shall be convertible into shares of our common stock at the lower of (i) 75% of the public offering price in the IPO or (ii) the price obtained by dividing $90,000,000 by the aggregate number of outstanding shares of our capital stock, on a fully-diluted and as-converted basis (but not including shares issuable upon conversion of the NCH Convertible Note or NCH Warrants (as defined below) as of immediately prior to the closing of such IPO.

Events of Default. For the borrowings under the NCH Convertible Note, an event of default consists of one or more of the following:

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Our failure to pay any principal or interest payment on the due date when due;

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Our breach of any covenant that is not cured within 30 calendar days of receipt of written notice of such breach;

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Voluntary or involuntary bankruptcy or insolvency proceedings, including a court order under any debtor relief law that remains unstayed and in effect for 45 calendar days.

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Warrants. In connection with the NCH Convertible Note, we also issued to NCH Ventures, LLC warrants (the “NCH Warrants”) with a value of $750,000 on March 13, 2026. The NCH Warrants have a term of five years from the later of (i) date of issuance or (ii) following an IPO. The NCH Warrants may be exercised by payment of the exercise price in cash or via cashless exercise. The NCH Warrants are subject to customary anti-dilution adjustments, including for stock splits, combinations, recapitalizations, and similar, as well as for certain fundamental transactions. The holder of both the shares of common stock underlying the NCH Warrants and the shares of common stock under the NCH Convertible Note, if converted, are subject to registration rights.