Series 2021
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT”), OR
UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECTTHAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANYAPPLICABLE STATE SECURITIES LAWS.
CONVERTIBLE PROMISSORY NOTE SERIES 2021
2021-07-15
For value received PURISM, SPC, a Washington Social Purpose Corporation (the “SPC”),
promises to pay to the holder or such party’s assigns (the “ Holder”) the principal investment
amount recorded by SPC on its site, with simple interest on the outstanding principal amount at
the rate of 3% per annum. Interest shall commence with the date recorded by SPC on its site,and shall continue on the outstanding principal amount until paid in full or converted. Interest
shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All
unpaid interest and principal shall be due and payable upon request of the Majority Holders on
or after December 31, 2026 (the “Maturity Date”).
1.

BASIC TERMS.

(a)
Series of Notes. This convertible promissory note (the “Note”) is issued
as part of a series of notes designated by the Note Series above (collectively, the “ 2021 Notes”)
and issued in a series of multiple closings to certain persons and entities (collectively, the“Holders”). The SPC shall maintain a ledger of all Holders.
(b)Payments. All payments of interest and principal shall be in lawful moneyof the United States of America and shall be made pro rata among all Holders. All payments
shall be applied first to accrued interest, and thereafter to principal.
(c)
Prepayment. The SPC may not prepay this Note prior to the Maturity
Date without the consent of the Holders of a majority of the outstanding principal amount of the2021 Notes (the “Majority Holders”). For the avoidance of doubt, and notwithstanding any
provision to the contrary, for purposes of the Note the term Majority Holders shall only refer toHolders of a majority of the outstanding principal amount of the 2021 Notes and shall notinclude the outstanding principal amounts from any other series of notes issued by the SPC in
the past or to be issued in the future.
2.

CONVERSION AND REPAYMENT.
(a)Conversion upon a Qualified Financing. In the event that the SPC issues

Series 2021
and sells shares of its equity securities (“ Equity Securities”) to investors (the “Investors”) while
this Note remains outstanding in an equity financing with total proceeds to the SPC of not lessthan $50,000,000 (excluding the conversion of the 2021 Notes or other convertible securities
issued for capital raising purposes (e.g., Simple Agreements for Future Equity) and any issuanceof equity through crowd-funding platforms, including but not limited to Kickstarter andIndieGogo) (a “Qualified Financing”), then the outstanding principal amount of this Note andany unpaid accrued interest shall automatically convert in whole without any further action by
the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal tothe cash price paid per share for Equity Securities by the Investors in the Qualified Financing
multiplied by 0.92. The issuance of Equity Securities pursuant to the conversion of this Noteshall be upon and subject to the same terms and conditions applicable to Equity Securities soldin the Qualified Financing. Notwithstanding this paragraph, if the conversion price of the 2020
Notes as determined pursuant to this paragraph (the “Conversion Price”) is less than the priceper share at which Equity Securities are issued in the Qualified Financing, the SPC may, solely at
its option, elect to convert this Note into shares of a newly created series of preferred stock
having the identical rights, privileges, preferences and restrictions as Equity Securities issued in
the Qualified Financing, and otherwise on the same terms and conditions, other than withrespect to (if applicable): (i) the per share liquidation preference and the conversion price forpurposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii)the per share dividend, which will be the same percentage of the Conversion Price as applied todetermine the per share dividends of the Investors in the Qualified Financing relative to thepurchase price paid by the Investors.
(b)
Optional Conversion at non-Qualified Financing. In the event the SPC
consummates, while this Note remains outstanding, an equity financing pursuant to which it
sells shares of Preferred Stock in a transaction that does not constitute a Qualified Financing,then the Majority Holders shall have the option to treat such equity financing as a Qualified
Financing on the same terms set forth herein.
(c)Change of Control. If the SPC consummates a Change of Control (asdefined below) while this Note remains outstanding, the SPC shall repay the Holder in cash in an
amount equal to (i) the outstanding principal amount of this Note plus any unpaid accrued
interest on the original principal, plus (ii) a repayment premium equal to 50% of the outstanding
principal amount of this Note. For purposes of this Note, a “ Change of Control” means (i) aconsolidation or merger of the SPC with or into any other corporation or other entity or person,or any other corporate reorganization, other than any such consolidation, merger orreorganization in which the shares of capital stock of the SPC immediately prior to suchconsolidation, merger or reorganization continue to represent a majority of the voting power ofthe surviving entity immediately after such consolidation, merger or reorganization; (ii) any
transaction or series of related transactions to which the SPC is a party in which in excess of
50% of the SPC’s voting power is transferred; or (iii) the sale or transfer of all or substantially allof the SPC’s assets, or the exclusive license of all or substantially all of the SPC’s material
intellectual property; provided that a Change of Control shall not include any transaction orseries of transactions principally for bona fide equity financing purposes in which cash isreceived by the SPC or any successor, indebtedness of the SPC is cancelled or converted or a
combination thereof. The SPC shall give the Holder notice of a Change of Control not less than
10 days prior to the anticipated date of consummation of the Change of Control.
Anyrepayment pursuant to this paragraph in connection with a Change of Control shall be subject toany required tax withholdings, and may be made by the SPC (or any party to such Change of2.

Series 2021
Control or its agent) following the Change of Control in connection with payment procedures
established in connection with such Change of Control.
(d)Procedure for Conversion. In connection with any conversion of this Note
into capital stock, the Holder shall surrender this Note to the SPC and deliver to the SPC any
documentation reasonably required by the SPC (including, in the case of a Qualified Financing,
all financing documents executed by the Investors in connection with such Qualified Financing).
The SPC shall not be required to issue or deliver the capital stock into which this Note may
convert until the Holder has surrendered this Note to the SPC and delivered to the SPC any such
documentation. Upon the conversion of this Note into capital stock pursuant to the terms
hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the SPC
shall pay the Holder cash equal to such fraction multiplied by the price at which this Noteconverts.
(e)
Interest Accrual. If a Change of Control or Qualified Financing isconsummated, all interest on this Note shall be deemed to have stopped accruing as of a dateselected by the SPC that is up to 10 days prior to the signing of the definitive agreement for the
Change of Control or Qualified Financing.
3.

REPRESENTATIONS AND WARRANTIES.

(a)
Representations and Warranties of the SPC. The SPC hereby represents
and warrants to the Holder as of the date the first Note was issued as follows:(i)

Organization, Good Standing, and Qualification. The SPC is a
corporation duly organized, validly existing and in good standing under the laws of the State ofWashington. The SPC has the requisite corporate power to own and operate its properties andassets and to carry on its business as now conducted and as proposed to be conducted. The SPC
is duly qualified and is authorized to do business and is in good standing as a foreign corporationin all jurisdictions in which the nature of its activities and of its properties (both owned andleased) makes such qualification necessary, except for those jurisdictions in which failure to doso would not have a material adverse effect on the SPC or its business (a “ Material Adverse
Effect”).

(ii)

Corporate Power. The SPC has all requisite corporate power toissue this Note and to carry out and perform its obligations under this Note. The SPC’s Board of
Directors (the “Board”) has approved the issuance of this Note based upon a reasonable belief
that the issuance of this Note is appropriate for the SPC after reasonable inquiry concerning the
SPC’s financing objectives and financial situation.

(iii)
Authorization. All corporate action on the part of the SPC, theBoard and the SPC’s stockholders necessary for the issuance and delivery of this Note has beentaken. This Note constitutes a valid and binding obligation of the SPC enforceable in accordancewith its terms, subject to laws of general application relating to bankruptcy, insolvency, therelief of debtors and, with respect to rights to indemnity, subject to federal and state securities
laws. Any securities issued upon conversion of this Note (the “ Conversion Securities”), whenissued in compliance with the provisions of this Note, will be validly issued, fully paid,
nonassessable, free of any liens or encumbrances and issued in compliance with all applicable
federal and securities laws.
3.

Series 2021

(iv)

Governmental Consents. All consents, approvals, orders or
authorizations of, or registrations, qualifications, designations, declarations or filings with, any
governmental authority required on the part of the SPC in connection with issuance of this Note
has been obtained.

(v)
Compliance with Laws. To its knowledge, the SPC is not in
violation of any applicable statute, rule, regulation, order or restriction of any domestic or
foreign government or any instrumentality or agency thereof in respect of the conduct of its
business or the ownership of its properties, which violation of which would have a Material
Adverse Effect.
(vi)
Compliance with Other Instruments. The SPC is not in violation
or default of any term of its certificate of incorporation or bylaws, or of any provision of any
mortgage, indenture or contract to which it is a party and by which it is bound or of any
judgment, decree, order or writ, other than such violation(s) that would not have a Material
Adverse Effect. The execution, delivery and performance of this Note will not result in any such
violation or be in conflict with, or constitute, with or without the passage of time and giving ofnotice, either a default under any such provision, instrument, judgment, decree, order or writ oran event that results in the creation of any lien, charge or encumbrance upon any assets of the
SPC or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit,
license, authorization or approval applicable to the SPC, its business or operations or any of its
assets or properties. Without limiting the foregoing, the SPC has obtained all waivers
reasonably necessary with respect to any preemptive rights, rights of first refusal or similar
rights, including any notice or offering periods provided for as part of any such rights, in orderfor the SPC to consummate the transactions contemplated hereunder without any third party
obtaining any rights to cause the SPC to offer or issue any securities of the SPC as a result of theconsummation of the transactions contemplated hereunder.
(vii) No “Bad Actor” Disqualification. The SPC has exercised
reasonable care to determine whether any SPC Covered Person (as defined below) is subject toany of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified
by Rules 506(d)(2) and (d)(3), under the Act (“Disqualification Events”). To the SPC’s
knowledge, no SPC Covered Person is subject to a Disqualification Event. The SPC has
complied, to the extent required, with any disclosure obligations under Rule 506(e) under theAct. For purposes of this Note, “SPC Covered Persons” are those persons specified in Rule506(d)(1) under the Act; provided, however, that SPC Covered Persons do not include (a) any
Holder, or (b) any person or entity that is deemed to be an affiliated issuer of the SPC solely as aresult of the relationship between the SPC and any Holder.
(viii)

Offering. Assuming the accuracy of the representations andwarranties of the Holder contained in subsection (b) below, the offer, issue and sale of this Noteand the Conversion Securities (collectively, the “ Securities”) are and will be exempt from theregistration and prospectus delivery requirements of the Act, and have been registered or
qualified (or are exempt from registration and qualification) under the registration, permit or
qualification requirements of all applicable state securities laws.

(ix)

Use of Proceeds. The SPC shall use the proceeds of this Note
solely for the operations of its business, and not for any personal, family or household purpose.

4.

Series 2021(b)
Representations and Warranties of the Holder.
represents and warrants to the SPC as of the date hereof as follows:

The Holder hereby(i)
Purchase for Own Account. The Holder is acquiring the Securities
solely for the Holder’s own account and beneficial interest for investment and not for sale orwith a view to distribution of the Securities or any part thereof, has no present intention of
selling (in connection with a distribution or otherwise), granting any participation in, orotherwise distributing the same, and does not presently have reason to anticipate a change insuch intention.
(ii)

Information and Sophistication. Without lessening or obviating
the representations and warranties of the SPC set forth in subsection (a) above, the Holder
hereby: (A) acknowledges that the Holder has received all the information the Holder has
requested from the SPC and the Holder considers necessary or appropriate for deciding whether
to acquire the Securities, (B) represents that the Holder has had an opportunity to ask questions
and receive answers from the SPC regarding the terms and conditions of the offering of the
Securities and to obtain any additional information necessary to verify the accuracy of theinformation given the Holder and (C) further represents that the Holder has such knowledge andexperience in financial and business matters that the Holder is capable of evaluating the merits
and risk of this investment.

(iii)

Ability to Bear Economic Risk. The Holder acknowledges thatinvestment in the Securities involves a high degree of risk, and represents that the Holder isable, without materially impairing the Holder’s financial condition, to hold the Securities for anindefinite period of time and to suffer a complete loss of the Holder’s investment.

(iv)
Further Limitations on Disposition. Without in any way limiting
the representations set forth above, the Holder further agrees not to make any disposition of allor any portion of the Securities unless and until:(1)

There is then in effect a registration statement under the
Act covering such proposed disposition and such disposition is made in accordance with suchregistration statement; or(2)

The Holder shall have notified the SPC of the proposed
disposition and furnished the SPC with a detailed statement of the circumstances surrounding
the proposed disposition, and if reasonably requested by the SPC, the Holder shall havefurnished the SPC with an opinion of counsel, reasonably satisfactory to the SPC, that suchdisposition will not require registration under the Act or any applicable state securities laws;
provided that no such opinion shall be required for dispositions in compliance with Rule 144
under the Act, except in unusual circumstances.

(3)
Notwithstanding the provisions of paragraphs (1) and (2)above, no such registration statement or opinion of counsel shall be necessary for a transfer by
the Holder to a partner (or retired partner) or member (or retired member) of the Holder inaccordance with partnership or limited liability company interests, or transfers by gift, will or
intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in
writing to be subject to the terms hereof to the same extent as if they were the Holders
hereunder.
5.

Series 2021(v)

Accredited Investor Status. The Holder is an “accredited investor”
as such term is defined in Rule 501 under the Act.

(vi)

No “Bad Actor” Disqualification. The Holder represents andwarrants that neither (A) the Holder nor (B) any entity that controls the Holder or is under thecontrol of, or under common control with, the Holder, is subject to any Disqualification Event,except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Act anddisclosed in writing in reasonable detail to the SPC. The Holder represents that the Holder has
exercised reasonable care to determine the accuracy of the representation made by the Holder
in this paragraph, and agrees to notify the SPC if the Holder becomes aware of any fact thatmakes the representation given by the Holder hereunder inaccurate.

(vii) Foreign Investors. If the Holder is not a United States person (asdefined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “ Code”)),
the Holder hereby represents that he, she or it has satisfied itself as to the full observance of thelaws of the Holder’s jurisdiction in connection with any invitation to subscribe for the Securities
or any use of this Note, including (A) the legal requirements within the Holder’s jurisdiction forthe purchase of the Securities, (B) any foreign exchange restrictions applicable to such purchase,(C) any governmental or other consents that may need to be obtained, and (D) the income tax
and other tax consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Securities. The Holder’s subscription, payment for and continued
beneficial ownership of the Securities will not violate any applicable securities or other laws of
the Holder’s jurisdiction.
(viii) Forward-Looking Statements. With respect to any forecasts,
projections of results and other forward-looking statements and information provided to theHolder, the Holder acknowledges that such statements were prepared based upon assumptions
deemed reasonable by the SPC at the time of preparation. There is no assurance that suchstatements will prove accurate, and the SPC has no obligation to update such statements.
4.

EVENTS OF DEFAULT.

(a)
If there shall be any Event of Default (as defined below) hereunder, at theoption and upon the declaration of the Majority Holders and upon written notice to the SPC(which election and notice shall not be required in the case of an Event of Default undersubsection (ii) or (iii) below), this Note shall accelerate and all principal and unpaid accrued
interest shall become due and payable. The occurrence of any one or more of the following shallconstitute an “Event of Default”:(i)
The SPC fails to pay timely any of the principal amount due under
this Note on the date the same becomes due and payable or any unpaid accrued interest orother amounts due under this Note on the date the same becomes due and payable;(ii)
The SPC files any petition or action for relief under any
bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or
relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit ofcreditors or takes any corporate action in furtherance of any of the foregoing; or6.

Series 2021

(iii)

An involuntary petition is filed against the SPC (unless such
petition is dismissed or discharged within 60 days under any bankruptcy statute now orhereafter in effect, or a custodian, receiver, trustee or assignee for the benefit of creditors (orother similar official) is appointed to take possession, custody or control of any property of the
SPC).
(b)
In the event of any Event of Default hereunder, the SPC shall pay all
reasonable attorneys’ fees and court costs incurred by the Holder in enforcing and collecting this
Note.
5.

MISCELLANEOUS PROVISIONS.

(a)
Waivers. The SPC hereby waives demand, notice, presentment, protest
and notice of dishonor.
(b)
Further Assurances. The Holder agrees and covenants that at any timeand from time to time the Holder will promptly execute and deliver to the SPC such further
instruments and documents and take such further action as the SPC may reasonably require inorder to carry out the full intent and purpose of this Note and to comply with state or federal
securities laws or other regulatory approvals.
(c)Transfers of Notes. This Note may be transferred only upon its surrender
to the SPC for registration of transfer, duly endorsed, or accompanied by a duly executed
written instrument of transfer in form satisfactory to the SPC. Thereupon, this Note shall bereissued to, and registered in the name of, the transferee, or a new Note for like principal
amount and interest shall be issued to, and registered in the name of, the transferee. Interest
and principal shall be paid solely to the registered holder of this Note. Such payment shallconstitute full discharge of the SPC’s obligation to pay such interest and principal.
(d)Market Standoff. To the extent requested by the SPC or an underwriterof securities of the SPC, each Holder and any permitted transferee thereof shall not, without theprior written consent of the managing underwriters in the IPO (as hereafter defined), offer, sell,make any short sale of, grant or sell any option for the purchase of, lend, pledge, otherwisetransfer or dispose of (directly or indirectly), enter into any swap or other arrangement thattransfers to another, in whole or in part, any of the economic consequences of ownership(whether any such transaction is described above or is to be settled by delivery of Securities orother securities, in cash, or otherwise), any Securities or other shares of stock of the SPC thenowned by such Holder or any transferee thereof, or enter into an agreement to do any of theforegoing, for up to 180 days following the effective date of the registration statement of theinitial public offering of the SPC (the “IPO”) filed under the Securities Act. For purposes of thisparagraph, “SPC” includes any wholly owned subsidiary of the SPC into which the SPC merges
or consolidates. The SPC may place restrictive legends on the certificates representing theshares subject to this paragraph and may impose stop transfer instructions with respect to the
Securities and such other shares of stock of each Holder and any transferee thereof (and theshares or securities of every other person subject to the foregoing restriction) until the end ofsuch period. Each Holder and any transferee thereof shall enter into any agreement reasonably
required by the underwriters to the IPO to implement the foregoing within any reasonable
timeframe so requested. The underwriters for any IPO are intended third party beneficiaries ofthis paragraph and shall have the right, power and authority to enforce the provisions of this7.

Series 2021
paragraph as though they were parties hereto.
(e)Amendment and Waiver. Any term of this Note may be amended or
waived with the written consent of the SPC and the Holder. In addition, any term of this Note
may be amended or waived with the written consent of the SPC and the Majority Holders. Uponthe effectuation of such waiver or amendment with the consent of the Majority Holders inconformance with this paragraph, such amendment or waiver shall be effective as to, andbinding against the holders of, all of the Notes, and the SPC shall promptly give written notice
thereof to the Holder if the Holder has not previously consented to such amendment or waiverin writing; provided that the failure to give such notice shall not affect the validity of such
amendment or waiver.
(f)
Governing Law. This Note shall be governed by and construed under thelaws of the State of Washington, as applied to agreements among Washington residents, madeand to be performed entirely within the State of Washington, without giving effect to conflictsof laws principles.
(g)
Binding Agreement. The terms and conditions of this Note shall inure to
the benefit of and be binding upon the respective successors and assigns of the parties. Nothing
in this Note, expressed or implied, is intended to confer upon any third party any rights,
remedies, obligations or liabilities under or by reason of this Note, except as expressly provided
in this Note.
(h)Counterparts; Manner of Delivery. This Note may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of
2000, Uniform Electronic Transactions Act or other applicable law) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
(i)
Titles and Subtitles. The titles and subtitles used in this Note are used forconvenience only and are not to be considered in construing or interpreting this Note.
(j)
Notices. All notices required or permitted hereunder shall be in writing
and shall be deemed effectively given: (i) upon personal delivery to the party to be notified,(ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of
the recipient, if not, then on the next business day, (iii) five days after having been sent byregistered or certified mail, return receipt requested, postage prepaid, or (iv) one day after
deposit with a nationally recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications to a party shall be sent to the party’s address set
forth on the signature page hereto or at such other address(es) as such party may designate by
10 days’ advance written notice to the other party hereto. A copy of any notice to the SPC shallbe sent to Cooley LLP, 101 California Street, 5th Floor, San Francisco, CA 94111-5800, Attn:
Craig D. Jacoby, e-mail: cjacoby@cooley.com.
(k)Expenses. The SPC and the Holder shall each bear its respective
expenses and legal fees incurred with respect to the negotiation, execution and delivery of thisNote and the transactions contemplated herein.

8.

Series 2021(l)
Waiver of Conflicts. Each party to this Note acknowledges that Cooley
LLP (“Cooley”), outside general counsel to the SPC, has in the past performed and is or may now
or in the future represent the Holder or the Holder’s affiliates in matters unrelated to thetransactions contemplated by this Note (the “Note Financing”), including representation of theHolder or the Holder’s affiliates in matters of a similar nature to the Note Financing. The
applicable rules of professional conduct require that Cooley inform the parties hereunder of thisrepresentation and obtain their consent. Cooley has served as outside general counsel to the
SPC and has negotiated the terms of the Note Financing solely on behalf of the SPC. The SPC
and the Holder hereby (i) acknowledge that they have had an opportunity to ask for and haveobtained information relevant to such representation, including disclosure of the reasonably
foreseeable adverse consequences of such representation; (ii) acknowledge that with respect to
the Note Financing, Cooley has represented solely the SPC, and not any Holder or any
stockholder, Board member or employee of the SPC or director, stockholder or employee of theHolder; and (iii) gives the Holder’s informed consent to Cooley’s representation of the SPC in
the Note Financing.
(m)
Delays or Omissions. It is agreed that no delay or omission to exercise
any right, power or remedy accruing to the Holder, upon any breach or default of the SPC under
this Note shall impair any such right, power or remedy, nor shall it be construed to be a waiverof any such breach or default, or any acquiescence therein, or of or in any similar breach ordefault thereafter occurring; nor shall any waiver of any single breach or default be deemed awaiver of any other breach or default theretofore or thereafter occurring. It is further agreed
that any waiver, permit, consent or approval of any kind or character by the Holder of any breachor default under this Note, or any waiver by the Holder of any provisions or conditions of thisNote, must be in writing and shall be effective only to the extent specifically set forth in writing
and that all remedies, either under this Note, or by law or otherwise afforded to the Holder, shallbe cumulative and not alternative. This Note shall be void and of no force or effect in the eventthat the Holder fails to remit the full principal amount to the SPC within five calendar days of thedate of this Note.
(n)
Entire Agreement.
This Note constitutes the full and entire
understanding and agreement between the parties with regard to the subjects hereof, and noparty shall be liable or bound to any other party in any manner by any representations,warranties, covenants and agreements except as specifically set forth herein.
(o)Exculpation among Holders. The Holder acknowledges that the Holder is
not relying on any person, firm or corporation, other than the SPC and its officers and Board
members, in making its investment or decision to invest in the SPC.
(p)
Senior Indebtedness. The indebtedness evidenced by this Note issubordinated in right of payment to the prior payment in full of any Senior Indebtedness inexistence on the date of this Note or hereafter incurred. “Senior Indebtedness” shall mean,
unless expressly subordinated to or made on a parity with the amounts due under this Note, allamounts due in connection with (i) indebtedness of the SPC to banks or other lending
institutions regularly engaged in the business of lending money (excluding venture capital,
investment banking or similar institutions and their affiliates, which sometimes engage inlending activities but which are primarily engaged in investments in equity securities), and (ii)any such indebtedness or any debentures, notes or other evidence of indebtedness issued in

9.

Series 2021
exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction ofsuch Senior Indebtedness by a guarantor.
(q)
Broker’s Fees. Each party hereto represents and warrants that no agent,broker, investment banker, person or firm acting on behalf of or under the authority of suchparty hereto is or will be entitled to any broker’s or finder’s fee or any other commission directly
or indirectly in connection with the transactions contemplated herein. Each party hereto further
agrees to indemnify each other party for any claims, losses or expenses incurred by such otherparty as a result of the representation in this subsection being untrue.
(r)
California Corporate Securities Law. THE SALE OF THE SECURITIESWHICH ARE THE SUBJECT OF THIS NOTE HAS NOT BEEN QUALIFIED WITH THE
COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE
OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION OR IN THE ABSENCE OF AN
EXEMPTION FROM SUCH QUALIFICATION IS UNLAWFUL. PRIOR TO ACCEPTANCE OF
SUCH CONSIDERATION BY THE COMPANY, THE RIGHTS OF ALL PARTIES TO THIS NOTEARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN
EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.
(s)
Subscription Procedure. Each Holder, by providing his or her name, andsubscription amount, confirms such investment in the SPC and has signed the 2021 Notes
electronically. Holder agrees that his or her electronic signature is the legal equivalent of his or
her manual signature. By confirming, the Holder consents to be legally bound by the 2021
Notes’s terms and conditions, and to the terms and conditions of subscription established by
the SPC.

10.