Reliance on Technology. The Company may experience software defects, computer viruses, problems with cloud service providers or their systems, development delays, or breakdowns in its processing systems that could damage client relations and expose it to liability. The Company’s core business depends heavily on sophisticated software and computing systems and the reliability of its processing systems. A defect, virus, error or system outage could have a material adverse effect on the Company’s business, financial condition, and results of operations. Not only would the Company suffer damage to its reputation in the event of a defect, virus, error or system outage, but it may also be liable to third parties. Although the Company has taken steps to protect against defects, viruses, data loss and system failures, there is still risk that it may lose critical data or experience system failures, which could result in liability by the Company.

Highly Competitive Environment.  Financial services, payments, and technology industries are highly competitive and the Company’s payment security solutions compete against all forms of financial services and payment system security solutions, including those that work with cash and checks, and electronic, mobile, and eCommerce payment platforms. If the Company is unable to differentiate itself from its competitors, drive value for its clients and/or effectively align its resources with its goals and objectives, it may not be able to compete effectively. The Company’s competitors may introduce their own value-added or other payment security services or solutions more effectively than the Company, which could adversely impact the Company’s growth. The Company also competes against new entrants that have developed alternative payment security systems, eCommerce payment systems, and payment systems for mobile devices. Failure to compete effectively against any of these competitive threats could have a material adverse effect on the Company. In addition, the highly competitive nature of our industry could lead to increased pricing pressure which could have a material impact on the Company’s overall business and results of operations.

Rapidly Changing Environment.  Financial services, payments, and technology industries are subject to rapid technological advancements, new products and services, including mobile payment applications, evolving competitive landscape, developing industry standards, and changing client and consumer needs and preferences. New services and technologies applicable to the security needs of financial services, payments, and technology industries will continue to emerge. These changes in technology may limit the competitiveness of and demand for the Company’s products and services. Also, the Company’s client, its client’s service providers and their customers continue to adopt new technology for business and personal uses. The Company must anticipate and respond to these changes in order to remain competitive within its relative markets. In addition, failure to develop value-added services that meet the needs and preferences of our clients could have an adverse effect on the Company’s ability to compete effectively in its industry. Furthermore, clients’ and their customers’ potential negative reaction to the Company’s products and services can spread quickly through social media and damage its reputation before it has the opportunity to respond. If the Company is unable to anticipate or respond to technological changes or evolving industry standards on a timely basis, its ability to remain competitive could be materially adversely affected.

Risks of Security Breaches. Security breaches or attacks on the Company, its clients or its client’s service providers' systems may have a significant effect on the Company’s business. In order to provide its services, the Company’s clients and its client’s service providers , store, and transmit sensitive business   information and personal consumer information, including, but not limited to, names, bankcard numbers, dCVV2/dCVC2, phone numbers, email addresses, home or business addresses, Social Security numbers, driver’s license numbers, and bank account numbers. Under the card network rules and various federal and state laws, the Company’s clients and its client’s service providers are responsible for information provided to them by merchants, ISOs, third-party service providers, and other agents. The confidentiality of such sensitive business information and personal consumer information that resides on the Company’s client’s and its client’s service providers’ systems is critical to their business and the Company  relies on their ability to use such information to approve merchant accounts, process transactions, and protect against fraud. The Company cannot be certain that the security measures and procedures its clients or its client’s service providers it has in place to protect this sensitive data will be successful or sufficient to counter all current and emerging technology threats designed to breach its systems in order to gain access to confidential information. The increasing sophistication of cyber criminals may increase the risk of a security breach of the Company, its clients and its client’s service provider’s systems. A breach of these systems processing or storing sensitive business information or personal consumer information could lead to claims against the Company, its clients or its clients service providers, reputational damage, loss of its financial institution sponsorship, loss of clients’ and their customers’ confidence, as well as imposition of fines and damages, or potential restrictions imposed by card networks on the Company, its clients and its clients service providers ability to process transactions, all of which could have a material adverse effect on our revenues, profitability, financial condition, and future growth. In addition, as security threats continue to evolve the Company, its clients and its client’s service providers may be required to invest additional resources to modify the security of its systems, which could have a material adverse effect on the Company’s results of operations.

Dependence on Key Personnel. The Company’s success depends to a significant extent upon a limited number of members of senior management and other key employees. The loss of the service of one or more key managers or other employees could have a material adverse effect upon the Company’s business, operating results and financial condition. The Company’s success will also depend, among other factors, on the successful recruitment and retention of qualified technical and other personnel.

Control by the Company’s Majority Equity holder. SF Trust Holdings, LLC initially owned 70% of the Company’s equity interests and, together with LVOLUTION, LLC, which initially owned 30% of the Company’s equity interests, can effectively control the business and affairs of the Company, including the election of individuals to the Company’s Board of Directors, and to otherwise affect the outcome of certain actions that require equity holder approval, including the adoption of amendments to the Company’s Certificate of Formation and Operating Agreement

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

Our future success depends on the efforts of a small management team. The loss of services of the members of the management team may have an adverse effect on the company. There can be no assurance that we will be successful in attracting and retaining other personnel we require to successfully grow our business.