Exhibit 4.10 - Form Of Term Note


		
			EXHIBIT 4.10
		

		
			FORM OF 
TERM NOTE
		

		
			$[Principal Amount]Dated as of March 15, 2013
		

		
			FOR VALUE RECEIVED, the undersigned Calpian, Inc., a Texas corporation (“Borrower”) promises to pay to the order of [Lender], an individual (“Lender”), at [Address], on the Term Loan Maturity Date, the principal sum of [Principal Amount]  Dollars ($[Principal Amount]) or, if less, the aggregate unpaid principal amount of the Term Loan made by Lender pursuant to Section 2.1 of that certain Loan and Security Agreement, dated as of November 9, 2012 (as mended, restated or otherwise modified from time to time, the “Loan Agreement”), among Borrower, Granite Hill Capital Ventures, LLC, a Delaware limited liability company (“Granite Hill”) and each of the other financial institutions which are now or hereafter become a party thereto (collectively, together with Granite Hill and Lender, the  “Lenders”), and Granite Hill, as agent for the Lenders (in such capacity, “Agent”). Agent is hereby authorized to record the amount of the Term Loan made under this Term Note, and the information so recorded shall be conclusive and binding in the absence of manifest error. capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.
		

		
			Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Loan Agreement.
		

		
			Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by Agent pursuant to the Loan Agreement.
		

		
			This Note is one of the Term Notes referred to in, and evidences indebtedness incurred under, the Loan Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which Borrower is permitted and required to make prepayments and repayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be declared to be immediately due and payable. Unless otherwise defined, terms used herein have the meanings provided in the Loan Agreement.
		

		
			All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. 
		

		

		

		 

 

		
		

		
			THIS NOTE HAS BEEN DELIVERED IN HILLSBOROUGH, CALIFORNIA, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.
		

		
			Borrower:
		

		
			CALPIAN, INC., a Texas corporation
		

		
			By:            /s/ Harold H. Montgomery
		

		
			Name:            Harold H. Montgomery
		

		
			Title:            Chief Executive Officer
		

		

		

		 

 

		
		

		
			SCHEDULE OF DIFFERENCES
		

			
					
						Principal Amount

					
					
						Lender

					
					
						Address

				
	$
3,500,000 
					
					
						The Vayam Revocable Trust

					
					
						2440 Sand Hill Road, Suite 301

					
						Menlo Park CA 94025

					
						 

				
	$
2,500,000 
					
					
						The Swadesh Family Trust

					
					
						1055 Fremont Ave.

					
						Los Altos, CA 94024

				
	
					
						 

					
					
						 

					
					
						 

				
	$
1,000,000 
					
					
						Gaurav Gauba

					
					
						491 Fletcher Drive

					
						Atherton, CA  94027

					
						 

				
	$
1,000,000 
					
					
						Gaurav Gauba & Komal Shah Trust dated April 27, 2000

					
					
						491 Fletcher Drive

					
						Atherton, CA  94027

					
						 

				
	$
500,000 
					
					
						Garg/Shah GRAT Number 9

					
					
						491 Fletcher Drive

					
						Atherton, CA  94027

					
						 

				
	$
500,000 
					
					
						Garg/Shaw GRAT Number 10

					
					
						491 Fletcher Drive

					
						Atherton, CA  94027

					
						 

				
	$
500,000 
					
					
						Sanjay Mehrotra

					
					
						491 Fletcher Drive

					
						Atherton, CA  94027