THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT
BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
SUCH REGISTRATION, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE FORM AND SUBSTANCE OF WHICH IS ACCEPTABLE TO THE
ISSUER.

     

    
      	
              MERRIMAN HOLDINGS,
      INC.

            
	 
      	 
      	 
      
	
              UNSECURED
      PROMISSORY NOTE

            
	 
      
	
              $                           

            	 
      	
              __________,
      2010

            
	 
      	 
      	 
      
	 
      	 
      	
              San
      Francisco, California

            


    

     

    FOR VALUE RECEIVED, and upon
and subject to the terms and conditions set forth herein, MERRIMAN HOLDINGS,
INC., a Delaware corporation (“Issuer”), hereby promises to
pay to the order of
                                             ,
a
                                  
(together with its permitted successors and assigns, “Holder”), the principal sum of
                                    
UNITED STATED DOLLARS (U.S.
$                       )
on the Maturity Date, together with interest as provided
herein. 

     

    1.            
Maturity
Date and Use of Proceeds.  The proceeds of this Note will be used to
fund loans to the Issuer’s subsidiary, Merriman Curhan Ford & Co. using
FINRA Form SL-31E (the “Broker Dealer Loan”).  This Note will mature,
and be due and payable in full, on the earlier of (i) September 29, 2013; or
(ii) the consummation of a Qualified Repayment Event, as defined
below.  “Maturity
Date” shall mean the earlier to occur of (i) or (ii) above.  A
“Qualified Repayment
Event” shall mean (i) a repayment of the Broker Dealer Loan which
meets FINRA requirements and is approved by FINRA.

     

    2.            
Interest. 
From and after the date hereof, all outstanding principal of this Note will bear
interest on the outstanding principal balance comprising two components: (i) Six
Percent (6.0%) per annum to be paid monthly (the “Current Interest”); and (ii)
Eight (8.0%) per annum to be accrued and paid upon maturity.  Upon the
occurrence and during the continuance of any Event of Default (as hereinafter
defined) under this Note, all outstanding principal of this Note shall bear
interest at the rate of 15% per annum. All accrued but unpaid interest on this
Note shall be payable on the Maturity Date or on such earlier date as this Note
shall be prepaid.

     

    3.          
  Additional
Consideration.  As
additional consideration to Holder, and a material inducement to Holder to loan
funds to the Issuer pursuant to this Note, Issuer agrees to pay the Holder a
number of shares of common stock of the Company at closing equal to: (A) 30% of
the principal amount of this Note; divided by (B) $3.01 per share.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    4.         
  Cash
Prepayment. At
any time prior to repayment of this Note, the Issuer my elect to repay all or a
portion of the outstanding principal and any accrued interest on this Note in
cash without notice of prepayment.

    


    5.        
   No Rights
as a Shareholder.  This Note, as such, shall not entitle
Holder to any rights as a stockholder of Issuer.

      

    6.         
  Security. 
Repayment of this Note is not secured.

    


    7.           
Transfer. 
Purchaser may transfer this Note in compliance with applicable U.S. federal and
state and/or foreign securities laws.

     

    8.       
    Events of
Default.
 If there shall be any
Event of Default hereunder, at the option and upon the declaration of and upon
written notice to Issuer (which declaration and notice shall not be required in
the case of an Event of Default under Section 7(a), 7(c) or 7(d)), this Note
shall accelerate and all principal and unpaid accrued interest shall become due
and payable.  Subject to the provisions hereof, Holder shall have all
rights and may exercise any remedies available to it under law, successively or
concurrently.  The occurrence of any one or more of the following shall
constitute an Event of Default:

    


    (a)           Issuer fails to pay (i) when due any
principal payment on the due date hereunder or (ii) any interest or other
payment required under the terms of this Note on the date due and any such
payment described in (i) or (ii) above shall not have been made within five (5)
business days of the date due;

    


    (b)           Issuer fails to perform any covenant
under this Note in a timely manner after Issuer's receipt of Holder's written
notice to Issuer of such failure;

    


    (c)           Issuer (i) applies for or consents to
the appointment of a receiver, trustee, liquidator or custodian of itself or of
all or a substantial part of its property; (ii) is unable, or admits in writing
its inability, to pay its debts generally as they mature; (iii) makes a general
assignment for the benefit of its or any of its creditors; (iv) is dissolved or
liquidated in full or in part; (v) becomes insolvent (as such term may be
defined or interpreted under any applicable statute); (vi) commences a voluntary
case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or consents to any such relief or to the
appointment of or taking possession of its property by any official in an
involuntary case or other proceeding commenced against it; or (vii) takes any
action for the purpose of effecting any of the foregoing;

     

    (d)       
   Proceedings for the
appointment of a receiver, trustee, liquidator or custodian of Issuer or of all
or a substantial part of the property thereof, or an involuntary case or other
proceedings seeking liquidation, reorganization or other relief with respect to
Issuer or the debts thereof under any bankruptcy, insolvency or other similar
law or hereafter in effect are commenced and an order for relief entered or such
proceeding is not be dismissed or discharged within thirty (30) days of
commencement;

     

    
      
         

      

      
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    (e)          
Issuer is in default under any
indebtedness of Issuer in excess of One Hundred Thousand Dollars
($100,000) (“Material
Indebtedness”) or in the performance of or compliance with any term of any
evidence of any such indebtedness or of any mortgage, indenture or other
agreement relating thereto the effect of which is to cause such indebtedness
 to become due and payable before its stated maturity or before its
regularly scheduled dates of payment, and such default, event or condition
continues for more than the period of grace, if any, specified therein and not
waived pursuant thereto; provided, however, that for purposes of this Section
4.5, indebtedness shall not include trade payables, compensation to employees,
officers or directors or other obligations arising in the ordinary course of the
business of the Issuer.

     

    8.        
    Notices. 
All notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (i) personally served, (ii) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (iii)
delivered by reputable air courier service with charges prepaid, or (iv)
transmitted by hand delivery, telegram, or facsimile, addressed as set forth
below or to such other address as such party shall have specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed effective (a) upon hand delivery or delivery by
facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be: (i) if to the Issuer, to: Merriman Holdings, Inc., 600 California Street, 9th Floor,
San Francisco, California
94108, Attention: Chief
Financial Officer, telecopier: (415) 415-248-5690, (ii) if to the Holder to: the
address and telecopier number on file with Issuer, as may be updated at Holder’s
written request from time to time.

     

    9.        
    Governing Law.  This
Note shall be governed by and construed in accordance with the laws of the State
of California without regard to principles of conflicts of laws. Any action
brought by either party against the other concerning the transactions
contemplated by this Note shall be brought only in the state courts of State of
California located in the city and county of San Francisco or in the federal
courts located in the city and county of San Francisco, California. The parties
and the individuals executing this Note and other agreements referred to herein
or delivered in connection herewith on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury. The prevailing party
shall be entitled to recover from the other party its reasonable attorney’s fees
and costs. In the event that any provision of this Note or any other agreement
delivered in connection herewith is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.

    


    


     

    
      
         

      

      
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              IN WITNESS WHEREOF, Issuer has
caused this Note to be duly executed by an authorized signatory as of the date
first written above.

     

    
      
        
          
            
              	 
      	
                      MERRIMAN HOLDINGS,
      INC.

                    
	 
      	 
      
	 
      	 
      
	 
      	
                      By:

                    	 
      
	 
      	
                      Name:

                    	 
      
	 
      	
                      Title:

                    	 
      


            

          

        

      

    

     

    


     

     

    
 

    
      
         

      

      
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