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.
OFFERING SPONSORING ENTITY
2023 SERIES A SUBORDINATED
(Maturing on Invest Contract Close Date)
FOR VALUE RECEIVED, the Offering Sponsor Entity (the “Borrower”), with an address for notice purposes listed on the Offering page ("Address for Notice Purposes"), promises to pay to the order of Alta Finance Platform Account Holder (the “Holder”), with an address for payment and notice purposes listed on Alta Finance account profile or such other address as Holder may from time to time designate in writing, the principal sum of the Invest Contract Invested Value. The terms of this Promissory Note (this “Note”) are as follows:
- 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 Invest Contract Close Date (the “Maturity Date”).
- Interest. Interest shall accrue on the unpaid principal balance of this Note at the rate of percent determined at Invest Contract Execution per annum in the form of the Base Asset determined at Invest 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.
- Prepayment. Principal may be prepaid by Borrower in whole or in part at any time without penalty to Borrower.
- Default. Borrower shall be in default under this Note if it (i) fails to make any payment of interest and/or principal within  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.
- Lending Arrangement. You understand and agree that by transferring an amount of crypto assets accepted by Borrower into an Borrower wallet and/or smart contract address, you are entering into a lending arrangement with Borrower that is subject to the terms of this Note.
- 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.
- 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.
- 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.
- Subordination. This Note may be subordinated to senior debt.
- 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 Orem, 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 WITHIN THE UNITED STATES TO “ACCREDITED INVESTORS” (AS DEFINED IN SECTION 501 OF THE SECURITIES ACT) IN RELIANCE ON REGULATION D UNDER THE SECURITIES ACT. THE INTERESTS MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
A PURCHASE OF THE INTERESTS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY REVIEW THE CONFIDENTIAL INFORMATION STATEMENT PROVIDED TO YOU IN CONNECTION HEREWITH, TOGETHER WITH ALL OF THE OTHER INFORMATION CONTAINED IN THIS AGREEMENT, BEFORE MAKING A PURCHASE DECISION.
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.