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Promissory Note

V1 Updated August 12, 2021

Form of Promissory Note

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF EFFECTIVE REGISTRATION STATEMENTS UNDER THOSE LAWS OR AN OPINION OF BORROWER’S COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

ALTAFIN INC.

2021 SERIES A SUBORDINATED
PROMISSORY NOTE
(Maturing on Earn Contract Close Date)

FOR VALUE RECEIVED, Altafin Inc., a Delaware Corporation (the “Borrower”), with an address for notice purposes at 3300 N Triumph Blvd, Suite 100, Lehi, UT 84043 (Utah County), promises to pay to the order of AltaFin Platform Account Holder (the “Holder”), with an address for payment and notice purposes listed on AltaFin account profile or such other address as Holder may from time to time designate in writing, the principal sum of the Earn Contract USDC Contract Value. The terms of this Promissory Note (this “Note”) are as follows:

  1. Maturity Date.  To the extent not previously demanded or prepaid in accordance with Section 3 of this Note, Borrower shall pay to Holder the unpaid principal balance of this Note, together with all accrued and unpaid interest, on the Earn Contract Close Date (the “Maturity Date”).
  2. Interest.  Interest shall accrue on the unpaid principal balance of this Note at the rate of percent determined at Earn Contract Execution per annum in the form of the Base Asset and Bonus Asset determined at Earn Contract execution from the date of this Note until the principal balance is paid in full.  Until the principal is paid in full, all accrued interest to date shall be due and payable to Holder on the last day of each month beginning.
  3. Prepayment.  Principal may be prepaid by Borrower in whole or in part at any time without penalty to Borrower. 
  4. Default.  Borrower shall be in default under this Note if it (i) fails to make any payment of interest and/or principal within [7] business days of the due date and (ii) fails to cure such failure within ten (10) days after written notice thereof from Holder (“Default”).  Notwithstanding any provision of this Note to the contrary, upon Default, Holder shall have the right to declare the entire principal balance of and all accrued interest under this Note immediately due and payable in full.
  5. Lending Arrangement. You understand and agree that by transferring an amount of crypto assets accepted by Altafin into an Altafin wallet address, you are entering into a lending arrangement with Altafin that is subject to the terms of this Note. 
  6. Waiver.  Holder shall not be deemed, by any act or failure to act, to have waived any of Holder’s rights or remedies hereunder unless Holder executes a written waiver to that effect, and then only to the extent specifically set forth in the written waiver.
  7. Presentment and Demand.  Except as otherwise specifically provided in this Note, Borrower waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, Default or enforcement of this Note.
  8. Attorneys’ Fees.  If either party brings an action to enforce or construe its rights under this Note, the prevailing party shall be entitled to recover all of its expenses associated with such action, including, without limitation, reasonable attorneys’ fees and costs at trial and on appeal.
  9. Subordination.  This Note may be subordinated to senior debt.
  10. Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of Utah.  The exclusive jurisdiction and venue for the resolution of all matters arising out of this Note shall be in Lehi, Utah. 

THE OFFER AND SALE OF THE INTERESTS DESCRIBED HEREUNDER HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION. THIS OFFERING IS BEING MADE ONLY OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) (AND ONLY IN JURISDICTIONS WHERE SUCH OFFER AND SALE IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT, AS APPLICABLE TO THE INTERESTS.  THE INTERESTS, SHOULD THEY BE DEEMED SECURITIES UNDER APPLICABLE LAW, MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS WOULD BE PERMITTED UNDER THE SECURITIES ACT OR APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS

NO INVITATION HAS BEEN OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY TO THE PUBLIC IN THE BRITISH VIRGIN ISLANDS TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES.

NOTICE TO RESIDENTS OF CANADA

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF A SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT THE ISSUER BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.

NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS

NO INVITATION HAS BEEN OR WILL BE MADE BY OR ON BEHALF OF THE COMPANY TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES.

NOTICE TO RESIDENTS OF CHINA

THE RIGHTS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN), EXCEPT AS PERMITTED BY THE SECURITIES AND OTHER LAWS AND REGULATIONS OF THE PEOPLE’S REPUBLIC OF CHINA

NOTICE TO RESIDENTS OF CUBA, IRAN, NORTH KOREA, SYRIA AND THE CRIMEA REGION

THIS INTEREST IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.

NOTICE TO RESIDENTS OF HONG KONG

NO ACTION HAS BEEN TAKEN TO PERMIT AN OFFERING OF THE INTERESTS TO THE PUBLIC IN HONG KONG AS THE INTERESTS HAVE NOT BEEN AUTHORIZED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG AND, ACCORDINGLY, NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE INTERESTS, WHETHER IN HONG KONG OR ELSEWHERE, SHALL BE ISSUED, CIRCULATED OR DISTRIBUTED WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG OTHER THAN (I) WITH RESPECT TO THE INTERESTS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO PROFESSIONAL INVESTORS WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG (SFO) AND ANY RULES MADE THEREUNDER OR (II) IN CIRCUMSTANCES THAT DO NOT CONSTITUTE AN INVITATION TO THE PUBLIC FOR THE PURPOSES OF THE SFO.

NOTICE TO RESIDENTS OF SINGAPORE

THE AGENT AND EACH DEALER REPRESENT AND AGREE THAT THEY WILL NOT OFFER OR SELL THE INTERESTS NOR MAKE THE INTERESTS THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, NOR WILL THEY CIRCULATE OR DISTRIBUTE THIS AGREEMENT AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT OR PROSPECTUS OR ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR PS-29 SUBSCRIPTION OR PURCHASE, OF THE INTERESTS, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN: (A) AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE (THE SFA)); (B) AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA) AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275 OF THE SFA; (C) A PERSON WHO ACQUIRES THE INTERESTS FOR AN AGGREGATE CONSIDERATION OF NOT LESS THAN SINGAPORE DOLLARS TWO HUNDRED THOUSAND (S$200,000) (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION, WHETHER SUCH AMOUNT IS PAID FOR IN CASH, BY EXCHANGE OF SHARES OR OTHER ASSETS, UNLESS OTHERWISE PERMITTED BY LAW; OR (D) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH): (i) INVESTMENT PROFESSIONALS (WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE ‘‘FPO’’)); (ii) PERSONS OR ENTITIES OF A KIND DESCRIBED IN ARTICLE 49 OF THE FPO; (iii) CERTIFIED SOPHISTICATED INVESTORS (WITHIN THE MEANING OF ARTICLE 50(1) OF THE FPO); AND (iv) OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THIS DOCUMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON. ANY INVESTMENT TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL BE ENGAGED ONLY WITH) RELEVANT PERSONS. THIS DOCUMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND PERSONS WHO ARE NOT RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION BASED UPON THIS DOCUMENT AND SHOULD NOT RELY ON IT. IT IS A CONDITION OF YOU RECEIVING AND RETAINING THIS DOCUMENT THAT YOU WARRANT TO THE COMPANY, ITS DIRECTORS, AND ITS OFFICERS THAT YOU ARE A RELEVANT PERSON.

GENERAL NOTICE

THIS INTEREST IS NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED WHERE SUCH OFFERING IS PROHIBITED, RESTRICTED OR UNAUTHORIZED IN ANY FORM OR MANNER WHETHER IN FULL OR IN PART UNDER THE LAWS, REGULATORY REQUIREMENTS OR RULES IN SUCH JURISDICTION.

A PURCHASE OF THE INTERESTS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THIS AGREEMENT, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT, BEFORE MAKING A PURCHASE DECISION.