Effective February 2, 2026, the Company entered a Strategic Partnership and Services Agreement with Foundry Payments, LLC. Foundry provides transaction gateway, stored-value account management, meal-plan processing, transaction routing, and related services. This agreement is central to BalanceU, which is jointly operated by the Company and Foundry.

Nature of the relationship. BalanceU combines Foundry's transaction processing, gateway, and stored-value engine with the Company's application layer, orchestration, reporting, analytics, interfaces, and integrations. The Company owns the BalanceU brand, front end, and all user-facing components; Foundry owns the underlying processing engine. BalanceU is commercialized exclusively through the Company in higher education. The Company has agreed to work exclusively with Foundry for these components and will not interoperate BalanceU with third-party processors without Foundry's authorization; Foundry will provide wallet-based mobile-credential balance integrations solely to FutureState.

Revenue sharing. Royalties on BalanceU revenue of 13% up to $15M, 7% from $15M–$40M, and 4% above $40M; on other Company revenue (excluding Foundry service fees), 3% on the first $2M and 1% from $2M–$5M; plus per-site setup fees, annual subscription fees, and transaction-based usage fees.

Term & continuity. Either party may terminate for material breach, insolvency, or failure to cure; the Company may also terminate if Foundry misses milestone deliverables. On expiration or termination each party retains its components (the Company keeps the BalanceU brand and front end), with a 24-month transition period for university customers. A change of control of either party extends the agreement 36 months; after a Foundry change of control, an 18-month grace period applies, after which the Company may build and market competing products without restriction.

The Company is establishing and pursuing channel-partner and reseller relationships to accelerate market penetration, leveraging partners' existing relationships and sales infrastructure. It has an active relationship with Convergint, a national systems integrator with a significant higher-education access-control presence, and is in discussions with additional identity and credentialing providers through co-selling, referral, and reseller structures. Success depends in part on partners actively promoting FutureState products; there is no guarantee they will prioritize them, and terms may change over time.

The Company has active university agreements. Its technology was originally designed and deployed at the University of Arizona — the Company's flagship reference deployment — with additional prospects in various stages of evaluation across the country.

The Company has issued Founder Shares carrying ten votes per share (versus one vote per common share), held exclusively by FutureState Holdings LLC, which is 95% owned by co-founders Chris Augustine and Joe Harting. This gives the founders voting control disproportionate to their economic ownership, allowing them to control matters submitted to stockholders — including the election and removal of directors, charter amendments, and any merger, consolidation, or sale of substantially all assets. This control persists as new shares are issued, so common stockholders' voting influence will be diluted to a greater degree than their economic interest, and they will have limited ability to influence governance. The structure is designed to let the founders execute the Company's long-term vision without short-term pressure from outside stockholders.

Higher-education institutions are widely recognized for adopting new technology slowly. They tend to be risk-averse, often requiring peer validation and proven success at comparable institutions before committing, and frequently favor large established vendors despite dissatisfaction. Pre-seed startups face added skepticism about long-term viability. Committee reviews, stakeholder consensus, governance approvals, and state-specific procurement can add months to adoption timelines.