Exhibit 10.9


 


THIS NOTE
AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN 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 EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


BRIDGE
PROMISSORY NOTE


 


	Note Series:  	2020A
	 	 
	Date of Note:  	 
	 	 
	Principal Amount of Note:  	$


 


For
value received Clip Interactive, LLC, a Colorado limited liability company
(the “Company”), promises to pay to the undersigned holder or such party’s assigns (the “Holder”)
the principal amount set forth above with interest on the outstanding principal amount at the rate of 6% per annum, compounded
annually. Interest shall commence with the date hereof 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 the earlier of (i) the closing date of
a Qualified Financing (as defined below), or (ii) December 31, 2020 (the “Maturity Date”).


 


1.               
Basic Terms.


 


(a)            
Series of Notes. This bridge promissory note (the “Note”) is issued as part of a series of
substantially similar notes designated by the Note Series above (collectively, the “Notes”), and having
an aggregate principal amount not to exceed $2,000,000 and issued in a series of multiple closings to certain persons and entities
(collectively, the “Holders”). The Company shall maintain a ledger of all Holders.


 


(b)            
Payments. All payments of interest and principal shall be in lawful money of 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.
Except as provided in this Section 1(c), the Company 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 the Notes (the “Majority Holders”).
The Company may prepay this Note prior to the Maturity Date upon 30 days prior written notice to the Holders at a cash amount
equal to the outstanding principal amount of this Note plus any unpaid accrued interest on the original principal.


 


2.               
Conversion and Repayment.


 


(a)            
Qualified Financing Defined. The term “Qualified Financing” shall mean that the Company issues
and sells shares of its equity securities (“Equity Securities”) to investors (the “Investors”)
on or before the Maturity Date in an equity financing with total proceeds to the Company of not less than $6,000,000 (excluding
the conversion of the Notes or other convertible securities issued for capital raising purposes (e.g., Simple Agreements
for Future Equity)). For the avoidance of doubt, the Equity Securities sold in a Qualified Financing and into which this Note shall
be automatically converted shall include shares of common stock of any corporation or other successor entity into which the Company
may be converted in connection with a transaction constituting a Qualified Financing.


 


(b)            
Qualified Financing or Maturity Date Conversion. In the event that this Note remains outstanding on (x) the closing
date of a Qualified Financing or (y) on the Maturity Date, then the outstanding principal balance of this Note and any unpaid accrued
interest shall upon the election of the Majority Holders, convert as of such date into shares of the Company’s Common Stock
at a conversion price equal to the quotient resulting from dividing $40,000,000 by the number of outstanding shares of Common Stock
of the Company as of such date (assuming conversion of all securities convertible into Common Stock and exercise of all outstanding
options and warrants, including all shares of Common Stock reserved and available for future grant under any equity incentive or
similar plan of the Company, but excluding the shares of equity securities of the Company issuable upon the conversion of Notes
or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)).


 


 


 






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(c)             
Change of Control. If the Company consummates a Change of Control (as defined below) while this Note remains outstanding,
the Company shall repay the Holder in cash in an amount equal to the outstanding principal amount of this Note plus any unpaid
accrued interest on the original principal. For purposes of this Note, a “Change of Control” means (i)
a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization,
other than any such consolidation, merger or reorganization in which the shares of capital stock of the Company immediately prior
to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately
after such consolidation, merger or reorganization; (ii) any transaction or series of related transactions to which the Company
is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) the sale or transfer of all or
substantially all of the Company’s assets, or the exclusive license of all or substantially all of the Company’s material
intellectual property; provided that a Change of Control shall not include any transaction or series of transactions principally
for bona fide equity financing purposes in which cash is received by the Company or any successor, indebtedness of the Company
is cancelled or converted or a combination thereof. The Company 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. Any repayment pursuant to this paragraph in connection
with a Change of Control shall be subject to any required tax withholdings, and may be made by the Company (or any party to such
Change of 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 Company and deliver to the Company any documentation reasonably required by the Company. The Company 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 Company and delivered to the Company 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 Company shall pay the Holder
cash equal to such fraction multiplied by the price at which this Note converts.


 


(e)             
Interest Accrual. If a Change of Control or Qualified Financing is consummated, all interest on this Note shall be deemed
to have stopped accruing as of a date selected by the Company 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 Company. The Company 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 Company is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Colorado. The Company has the requisite corporate power to
own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company
is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which
the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those
jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business (a “Material
Adverse Effect”).


 


(ii)           
Corporate Power. The Company has all requisite corporate or limited liability company power to issue this
Note and to carry out and perform its obligations under this Note. The Company’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 Company
after reasonable inquiry concerning the Company’s financing objectives and financial situation.


 


(iii)         
Authorization. All corporate or limited liability company action on the part of the Company, the Board
and the Company’s stockholders necessary for the issuance and delivery of this Note has been taken. This Note constitutes
a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application
relating to bankruptcy, insolvency, the relief 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”), when
issued 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.


 


 


 






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(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 Company in connection with issuance
of this Note has been obtained.


 


(v)            
Compliance with Laws. To its knowledge, the Company 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 Company is not in violation or default of any term of its limited
liability company certificate or operating agreement, 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 of notice, either a default under any such provision, instrument,
judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of
the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization
or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing,
the Company 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 order for the Company to consummate
the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any
securities of the Company as a result of the consummation of the transactions contemplated hereunder.


 


(vii)        
No “Bad Actor” Disqualification. The Company has exercised reasonable care to determine whether
any Company Covered Person (as defined below) is subject to any 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 Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to
the extent required, with any disclosure obligations under Rule 506(e) under the Act. For purposes of this Note, “Company
Covered Persons” are those persons specified in Rule 506(d)(1) under the Act; provided, however, that Company Covered
Persons do not include (a) any Holder, or (b) any person or entity that is deemed to be an affiliated issuer of the Company solely
as a result of the relationship between the Company and any Holder.


 


(viii)      
Offering. Assuming the accuracy of the representations and warranties of the Holder contained in subsection
(b) below, the offer, issue, and sale of this Note and the Conversion Securities (collectively, the “Securities”)
are and will be exempt from the registration 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 Company shall use the proceeds of this Note solely for the operations of its business,
and not for any personal, family or household purpose.


 


(b)            
Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company as of the date
hereof as follows:


 


(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 or with 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, or otherwise distributing
the same, and does not presently have reason to anticipate a change in such intention.


 


(ii)           
Information and Sophistication. Without lessening or obviating the representations and warranties of the
Company 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 Company 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 Company regarding
the terms and conditions of the offering of the Securities and to obtain any additional information necessary to verify the accuracy
of the information given the Holder and (C) further represents that the Holder has such knowledge and experience in financial and
business matters that the Holder is capable of evaluating the merits and risk of this investment.


 


 


 






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(iii)         
Ability to Bear Economic Risk. The Holder acknowledges that investment in the Securities involves a high
degree of risk, and represents that the Holder is able, without materially impairing the Holder’s financial condition, to
hold the Securities for an indefinite 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 all or 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 such registration statement; or


 


(2)            
The Holder shall have notified the Company of the proposed disposition and furnished the Company with a detailed
statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall
have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition 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 in accordance 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.


 


(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 and warrants that neither (A) the Holder
nor (B) any entity that controls the Holder or is under the control 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 and
disclosed in writing in reasonable detail to the Company. 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 Company if the Holder
becomes aware of any fact that makes the representation given by the Holder hereunder inaccurate.


 


(vii)        
Foreign Investors. If the Holder is not a United States person (as defined 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 the laws 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
for the 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 the Holder, the Holder acknowledges that such statements were prepared based upon assumptions
deemed reasonable by the Company at the time of preparation. There is no assurance that such statements will prove accurate, and
the Company 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 the option and upon the declaration of the Majority
Holders and upon written notice to the Company (which election and notice shall not be required in the case of an Event of Default
under subsection (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 shall constitute an “Event of Default”:


 


 


 






    	 	4	 



     


    

 


(i)             
The Company 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 or other amounts due under this Note on the date the same becomes due and payable;


 


(ii)           
The Company 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
of creditors or takes any corporate action in furtherance of any of the foregoing; or


 


(iii)         
An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within
60 days under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee or assignee for the benefit
of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company).


 


(b)            
In the event of any Event of Default hereunder, the Company 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 Company hereby waives demand, notice, presentment, protest and notice of dishonor.


 


(b)            
Further Assurances. The Holder agrees and covenants that at any time and from time to time the Holder will promptly
execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably
require in order 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 Company for registration of transfer,
duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory to the Company. Thereupon,
this Note shall be reissued 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 shall constitute full discharge of the Company’s obligation to pay such interest and principal.


 


(d)            
Market Standoff. To the extent requested by the Company or an underwriter of securities of the Company, the Holder and
any permitted transferee thereof shall not, without the prior 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, otherwise transfer or
dispose of (directly or indirectly), enter into any swap or other arrangement that transfers 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
or other securities, in cash, or otherwise), any Securities or other shares of stock of the Company then owned by the Holder or
any transferee thereof, or enter into an agreement to do any of the foregoing, for up to 180 days following the effective date
of the registration statement of the initial public offering of the Company (the “IPO”) filed under the
Securities Act. For purposes of this paragraph, “Company” includes (x) any wholly owned subsidiary of
the Company into which the Company merges or consolidates or (y) any corporation that the Company converts into. The Company may
place restrictive legends on the certificates representing the shares subject to this paragraph and may impose stop transfer instructions
with respect to the Securities and such other shares of stock of the Holder and any transferee thereof (and the shares or securities
of every other person subject to the foregoing restriction) until the end of such period. The 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 of this paragraph and shall have the
right, power and authority to enforce the provisions of this 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 Company and the
Holder. In addition, any term of this Note may be amended or waived with the written consent of the Company and the Majority Holders
if such amendment or waiver applies to all Holders of the Notes in the same fashion. Upon the effectuation of such waiver or amendment
with the consent of the required parties in conformance with this paragraph, such amendment or waiver shall be effective as to,
and binding against the holders of, all of the Notes and the Company shall promptly give written notice thereof to the Holder if
the Holder has not previously consented to such amendment or waiver in writing; provided that the failure to give such notice shall
not affect the validity of such amendment or waiver.


 


 


 






    	 	5	 



     


    

 


(f)             
Governing Law. This Note shall be governed by and construed under the laws of the State of Colorado, as applied to agreements
among Colorado residents, made and to be performed entirely within the State of Colorado, without giving effect to conflicts of
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 shall constitute 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 for convenience 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 by registered
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.


 


(k)            
Expenses. The Company and the Holder shall each bear its respective expenses and legal fees incurred with respect to
the negotiation, execution and delivery of this Note and the transactions contemplated herein.


 


(l)              
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 Company under this Note shall impair any such right, power or remedy, nor shall it be construed
to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter
occurring; nor shall any waiver of any single breach or default be deemed a waiver 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 breach or default under this Note, or any waiver by the Holder of any provisions or conditions of this Note, 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, shall be cumulative and not alternative. This Note shall be void and of no force
or effect in the event that the Holder fails to remit the full principal amount to the Company within five calendar days of the
date of this Note.


 


(m)          
Entire Agreement. This Note constitutes the full and entire understanding and agreement between the parties with regard
to the subjects hereof, and no party 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.


 


(n)            
Exculpation among Holders. The Holder acknowledges that the Holder is not relying on any person, firm or corporation,
other than the Company and its officers and Board members, in making its investment or decision to invest in the Company.


 


(o)            
Senior Indebtedness. The indebtedness evidenced by this Note is subordinated in right of payment to the prior payment
in full of any Senior Indebtedness in existence 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, all amounts due in connection
with (i) indebtedness of the Company 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 in lending
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 exchange for such Senior Indebtedness, or any indebtedness arising from the satisfaction
of such Senior Indebtedness by a guarantor.


 


 


 






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(p)            
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 such party 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 other party as a result of the representation
in this subsection being untrue.


 


(q)            
California Corporate Securities Law. THE SALE OF THE SECURITIES WHICH 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 NOTE ARE EXPRESSLY CONDITIONED
UPON SUCH QUALIFICATION BEING OBTAINED OR AN EXEMPTION FROM SUCH QUALIFICATION BEING AVAILABLE.


 


 


[Signature pages follow]


 


 


 






    	 	7	 



     


    




The
parties have executed this Bridge Promissory Note as of the date first noted
above.


 


 


	 	COMPANY:
	 	 
	
         

         
	Clip Interactive, LLC
	 	 
	 	By:	 
	 	 	 
	 	 	Name:	Michael Lawless
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	E-mail:	mlawless@clipinteractive.com
	 	 
	 	Address:	
        5755 Central
        Avenue, Suite C

        Boulder,
Colorado 80301

        

	 	 	 
	 	 	 





 


 


 


 


 


 


 


  


 


 


Signature
Page for Bridge Promissory Note


 


 


 






    	 	8	 



     


    

 


The
parties have executed this Bridge Promissory Note as of the date first noted
above.


 


	 	HOLDER (if an entity):
	 	 
	Name of Holder:  	 
	 	 
	 	By:	 
	 	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	 	E-mail:	 
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	TIN:	 


 


	 	HOLDER (if an individual):
	 	 
	Name of Holder:  	 
	 	 
	 	 
	Signature:  	 
	 	 
	 	E-mail:	 
	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	SSN:	 


 


 


 


 


 


 


 


 


Signature
Page for Bridge Promissory Note


 


 


 



    	 	9