EX-10.31





 Exhibit 10.31 

APOGEE PACIFIC LLC 

AMENDED AND RESTATED PROMISSORY NOTE 

Dated: March 12, 2021 

			
	$432,391.50	  	Original Issue Date: January 28th, 2021

 For value received, Apogee Pacific LLC (the “Borrower”), hereby promises to pay to the order
of Aspiration Partners, Inc. (the “Lender”), the principal sum of $432,391.50 (“the Principal”) on or before January 28th, 2024 (the “Maturity Date”). An interest rate of 6% per annum
(“Interest”) shall apply to the Principal and accrue from the Original Issue Date. The Interest will be Paid-In-Kind such that on the last day of each
month, the Principal amount due at the Maturity Date shall increase by an amount of $2,146.45. The period of time between January 28th, 2021 and January 28th, 2024 shall be known as the “Term” of this Note. In addition,
the Borrower and the Lender (the “Parties”), hereby acknowledge and agree to the following: 
  

	 	I.	 Purpose of Note. 



 

	 	(a)	 The Borrower requires assistance to facilitate the administration of its advisory duties to the Lender.



  

	 	II.	 Additional Terms 



 

	 	(a)	 Payment and Maturity 



 

	 	(i)	 Repayment. Subject to clause (ii) below, the final payment under this Note of the Principal shall
occur within 5 days of the Maturity Date of January 28th, 2024. The Borrower shall have the right to repay this Note at any time (without premium or penalty), together with all accrued and unpaid interest thereon. 



 

	 	(ii)	 Option to Extend at Maturity. If the IPO of the Lender does not occur during the Term of this Note, the
Borrower may extend the Term by one year, to January 28th, 2025 (the “Extended Term” and “Extended Maturity Date,” respectively). If the Borrower elects to trigger the Extended Term, the Principal owed at the
Extended Maturity Date (and the Interest amount payable hereunder) shall be increased by $2,146.45 for each month of the Extended Term. 


  

	 	(iii)	 Repurchase Upon Change of Control. As long as any Inherent Note (as defined below) is outstanding, upon
the occurrence of a “Change of Control” as defined in such Inherent Note, the Borrower shall be required to repay the then-current Principal amount of this Note in full within five business days thereof, provided that this clause
(iii) shall not apply solely to the extent that such Change of Control results from (x) the consummation of an initial public offering, directly or indirectly, of the Lender, (y) the consummation of a “SPAC Transaction” as
defined in the Inherent Note or (z) the occurrence of a “Qualified Equity 















	 	
Financing” as defined in the Inherent Note (including in connection with a SPAC Transaction). “Inherent Note” means any of the senior secured promissory notes and
guaranties, in an aggregate principal amount of up to $63,000,000, each among Aspiration Partners, Inc., as the issuer, the guarantors named therein, the holder named therein, and Inherent Group, LP, as collateral agent. 


 

	 	(iv)	 Security and Collateral; Guarantee from Borrower. Borrower agrees to be liable in the form of all of the
Borrower’s assets for the full amount of Principal due at the Maturity Date or Extended Maturity Date. 


  

	 	(b)	 Governing Law. This agreement and the terms of this Note shall be governed by the laws of the State of
California. 


  

	 	(c)	 Miscellaneous 



 

	 	(i)	 Amendments to this Note. The Parties acknowledge that time is of the essence in executing this agreement
and funding the Principal of the Note. The Parties further acknowledge and agree that amendments to this Note, additional terms, and/or further legal advice may be warranted in order to make this a complete and effective instrument. The Parties
hereby agree to work in good faith to effect any such supplemental terms and/or modifications that are deemed necessary or helpful to the intended mechanisms of this note. The Parties also agree to be bound by the terms of this note until and unless
any subsequent modifications are agreed to and executed in writing by the Parties, and that in the meantime this document constitutes the entire agreement. 


  

	 	(ii)	 Acknowledgement by the Lender. On Page 4 below, entitled “Acknowledgment of Collateral,”
Andrei Cherny, the CEO and legal agent of the Lender, shall acknowledge this Note and the terms herein. 


  

	 	(iii)	 Effect of Amendment and Restatement; No Novation. Upon the execution and delivery of this Note, the
promissory note dated the Original Issue Date between the parties hereto (the “Original Note”) shall be amended and restated in its entirety by this Note. The obligations of the Borrower pursuant to the Original Note shall continue
in full force and effect, but shall now be governed by the terms and conditions set forth in this Note. Such liabilities, together with any and all additional liabilities incurred by the Borrower hereunder shall continue to be secured by the assets
of the Borrower as set forth herein. The execution and delivery of this Note shall not constitute a novation or repayment of the obligations outstanding pursuant to the Original Note. 



SIGNATURE PAGE TO FOLLOW 

  
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 IN WITNESS WHEREOF, the Borrower and the Lender have executed this Note as
of the date first written above. 
  

	
	BORROWER
	
	Name
	
	Apogee Pacific LLC
	
	 Address
  

10833 Wilshire Blvd, #205

Los Angeles, CA 90024

Attn: Joseph Sanberg

	
	Signature
	
	 /s/ Joseph Sanberg

	
	Date
	March 12, 2021
	
	LENDER
	
	Name
	
	 Aspiration Partners, Inc.
 By its CEO: Andrei
Cherny

	
	 Address
  

4551 Glencoe Avenue, Suite 300

Marina Del Rey, CA 90292

Attention: Andrei Cherny

	
	Signature
	
	 /s/Andrei Cherny

	
	Date

 [Signature page to Amended and Restated Promissory Note of Apogee Pacific LLC] 












 IN WITNESS WHEREOF, the Borrower and the Lender have executed this Note as
of the date first written above. 
  

	
	
	BORROWER
	
	Name
	
	Apogee Pacific LLC
	
	Address
	
	 10833 Wilshire BlvdJ #205

Los AngelesJ CA 90024

Attn: Joseph Sanberg

	
	Signature
	
	 /s/ Joseph Sanberg

	
	LENDER
	
	Name
	
	 Aspiration Partners, Inc.
 By its CEO: Andrei
Cherny

	
	 Address
  

4551 Glencoe Avenue, Suite 300

Marina Del ReyJ CA 90292

Attention: Andrei Cherny

	
	Signature
	
	 /s/Andrei Cherny

	
	Date
	
	March 12, 2021

 [Signature page to Amended and Restated Promissory Note of Apogee Pacific LLCJ 












 ACKNOWLEDGEMENT OF COLLATERAL 

As per the terms of Section II(c)(ii) above, the CEO of the Lender hereby validates the existence of this Note, as well as the terms and Collateral mutually
agreed to by the Parties. 
  

	
	Name
	
	Andrei Cherny
	
	 Title

	
	 Founder and CEO

	 Aspiration Partners, Inc. (the Lender)

	
	Signature
	
	 /s/ Andrei Cherny

	
	 March 12, 2021



  
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