Silicon Valley Acquisition Corp.

The PubCo Notes will have a maturity date which is on the five year anniversary of the Business Combination Closing, subject to extension in accordance with the terms of the PubCo Notes (the “Maturity Date”), and bear interest at a rate (the “Interest Rate”) equal to (i) eight percent (8%) per annum for any interest paid in cash (the “Cash Interest Rate”) and (ii) ten percent (10%) per annum for any interest paid in kind. From and after the occurrence and during the continuance of any Event of Default (as defined below), the Interest Rate shall automatically be increased to a rate equal to the applicable Interest Rate plus three (3) percentage points (the “Default Rate”).

Pursuant to the PubCo Notes, any amount of principal, interest or other amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by PubCo in an amount equal to interest on such amount at the rate of twelve percent (12%) per annum from the date such amount was due until the same is paid in full.

Conversion Price

Amounts under the PubCo Notes (the “Conversion Amount”) (which includes the sum of (A) the portion of the principal of the PubCo Note to be converted, redeemed or otherwise with respect to which this determination is being made, (B) accrued and unpaid interest with respect to such principal, (C) accrued and unpaid late charges with respect to such principal and interest, and (D) any other unpaid amounts pursuant to the PubCo Notes and the Transaction Documents, if any) will be convertible, at any time at the Investor’s option, into shares of PubCo’s common stock, par value $0.00001 per share (the “Common Stock” and such shares issuable upon conversion, the “Conversion Shares”), at an initial conversion price of $12.00 per share (the “Conversion Price”), which is subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations, anti-dilution and other customary adjustment events.

In addition, upon the nine month anniversary of the issuance of the PubCo Notes, and each successive nine (9) month anniversary thereof (each, a “Reset Date”), the Conversion Price shall be reset to the lowest daily volume-weighted average price (“VWAP”) during the five trading days ending on, and including, the trading day immediately preceding the applicable Reset Date (such period, the “Reset Measuring Period,” and such price, the “Reset Price”), but not below a floor price (the “Floor Price”) initially set at $5.00.

If the Reset Price on any Reset Date would be below both the then-applicable Floor Price and Conversion Price, PubCo may, within specified notice periods, elect to (a) reduce the Conversion Price and Floor Price to the un-floored Reset Price, (b) recalculate the Reset Price as of a later measuring date (available once per Reset Date), or (c) permit the holder to require redemption of the affected Conversion Amount in cash at 100% of the amount being redeemed. A failure to timely deliver notice of election is deemed an irrevocable election of clause (a).

The PubCo Notes also contain a change of control put right entitling the Investor to require redemption of any of the Conversion Amount under the PubCo Note at a 120% premium upon the occurrence of a change of control transaction.

Company Optional Redemption

The PubCo Notes provide PubCo with the right, at its option, and provided certain equity conditions are met, to redeem all of the Conversion Amount remaining under the PubCo Notes in cash at a price (the “Company Optional Redemption Price”) equal to the product of (x) the Conversion Amount being redeemed as of the Company Optional Redemption Date (as defined in the PubCo Notes) and (y) the applicable Company Optional Redemption Premium. “Company Optional Redemption Premium” means (i) during the period commencing on the issuance date and ending on the second (2 nd) anniversary thereof, 130%, and (ii) after the second (2 nd) anniversary of the issuance date, 120%.

Forced Conversion

The PubCo Notes provide PubCo with the right, at its option, to effect a mandatory conversion of all (but not less than all) of the outstanding Conversion Amount, into shares of common stock of PubCo (the “PubCo Common Stock”) if certain conditions are satisfied. PubCo has the option to effect such forced conversion if the VWAP of the PubCo Common Stock exceeds $18.00 per share (as adjusted pursuant to the terms of the PubCo Notes) for fifteen consecutive trading days (the “Threshold Period”). The Company may not deliver a notice of forced conversion, unless certain equity conditions are met (unless waived in writing by the holder) on each trading day occurring during the period commencing on the first trading day of the Threshold Period and ending on (and including) the forced conversion date (the “Forced Conversion Period”) and if any failure of such equity conditions occurs during the Forced Conversion Period, the forced conversion notice shall automatically be deemed withdrawn. During the Forced Conversion Period, the holder will retain the right to voluntarily convert the PubCo Notes pursuant to their terms.

Amortization

The PubCo Notes provide that if, during any period of ninety consecutive trading days, (i) the VWAP of the PubCo Common Stock is less than $3.00 (as adjusted for share splits, share dividends, share combinations, recapitalizations and similar events) on sixty-one (61) or more trading days during such period and (ii) the daily aggregate dollar trading volume of the PubCo Common Stock is less than $3,500,000 on sixty-one or more trading days during such period (the first date on which both of the foregoing conditions are satisfied, the “Trigger Date”), then PubCo shall repay the Conversion Amount outstanding under the PubCo Notes as of the Trigger Date (the “Amortization Amount”) in six (6) monthly installments in cash.

Events of Default

The PubCo Notes include customary events of default (each, an “Event of Default”), including, without limitation (and, where applicable, subject to any cure periods set forth in the PubCo Notes):

Upon the occurrence of an Event of Default, PubCo will be required to, within one business day after the occurrence of such Event of Default, deliver written notice thereof (an “Event of Default Notice”) to the Investor. At any time after the earlier of the Investor’s receipt of an Event of Default Notice and the Investor becoming aware of an Event of Default and ending (such ending date, the “Event of Default Right Expiration Date”) on the tenth (10 th) trading day after the later of (x) the date such Event of Default is cured and (y) the Investor’s receipt of an Event of Default Notice, the Investor may require PubCo to redeem (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration Date) all or any portion of the PubCo Notes. Redemption of the PubCo Note upon such Event of Default shall be at a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) 120% and (ii) the product of (X) the Conversion Rate (as defined in the PubCo Notes) with respect to the Conversion Amount in effect at such time as the holder delivers an Event of Default Redemption Notice (as defined in the PubCo Notes) multiplied by (Y) the product of (1) 120% multiplied by (2) the greatest Closing sale price of the PubCo Common Stock on any trading day during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the entire payment required to be made under such provision (the “Event of Default Redemption Price”).

Upon any Bankruptcy Event of Default, PubCo will be required to pay to the Investor an amount in cash representing (i) all outstanding principal, accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, multiplied by (ii) 120%, in addition to any and all other amounts due under the PubCo Notes, without the requirement for any notice or demand or other action by the holder or any other person or entity, provided that the holder may, in its sole discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall not affect any other rights of the holder under the PubCo Notes, including any other rights in respect of such Bankruptcy Event of Default, any right to conversion, and any right to payment of the Event of Default Redemption Price or any other Redemption Price (as defined in the PubCo Notes), as applicable.

Upon the occurrence and continuation of an Event of Default, default interest shall accrue at the applicable interest rate plus three percentage points.

Covenants

The PubCo Notes require PubCo to comply with certain covenants (subject to certain exceptions), including, without limitation: (i) ranking the PubCo Notes senior to PubCo’s and its subsidiaries’ other indebtedness; (ii) restrictions on incurring additional indebtedness or liens, subject to customary exceptions (including limited additional unsecured indebtedness following a Collateral Release, as described below); (iii) restrictions on dividends, distributions, investments and affiliate transactions outside the ordinary course; (iv) restrictions on asset transfers and on any subsidiary indebtedness maturing prior to the Maturity Date; (v) a prohibition on engaging in any material line of business unrelated to EigenQ’s existing quantum computing and quantum-safe cybersecurity business; (vi) obligations to maintain corporate existence, properties, intellectual property and insurance; (vii) restrictions on issuing additional securities that would breach or default the PubCo Notes; and (viii) collateral-related covenants, including requiring new subsidiaries to become guarantors and grant security, advance notice of changes to collateral locations, and a waiver of usury defenses.

The PubCo Notes also require PubCo to comply with certain financial covenants, including maintaining minimum available cash on hand that adjusts based on the outstanding principal amount of the PubCo Notes, which minimum cash requirement is reduced (or eliminated) once the outstanding balance falls below specified thresholds or following a release of collateral conditioned on maintaining a corresponding minimum balance in a blocked deposit account. Any failure to comply with the minimum cash covenant is an Event of Default under the PubCo Notes and must be disclosed by PubCo on a Current Report on Form 8-K no later than the fourth day after the end of the applicable fiscal quarter (in the case of a quarter-end failure) or promptly after PubCo becomes aware of any other failure to comply. PubCo and its subsidiaries are also subject to customary restrictions on maintaining deposit or investment accounts that are not subject to a control agreement in favor of the collateral agent, subject to specified de minimis thresholds.

The Purchase Agreement contains customary representations, warranties, and agreements of the Company and the Investor, and customary indemnification rights and obligations of the parties.

PubCo Warrants

Upon the Business Combination Closing, the EigenQ Warrants will be exchanged for warrants of PubCo (the “Pubco Warrants”), which are exercisable at an exercise price of $12.00 into 3,704,166 shares of PubCo Common Stock (the “PubCo Warrant Shares”). The PubCo Warrants carry a five year term and is subject to price adjustment should the Company issue securities below the exercise price of the warrant, subject to a $5.00 floor price, which may be adjusted in substantially the same manner as in the PubCo Notes.