Common use of FOR VALUE RECEIVED Clause in Contracts

FOR VALUE RECEIVED. Each of You, jointly and severally, hereby promise to pay to the order of TriplePoint Capital LLC or the holder of this Promissory Note at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of /100 Dollars ($ ) together with interest at Prime Rate plus percent ( %) per annum, from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth in the Loan Agreement. In addition to Your final payment, You will pay Us an amount equal to percent ( %) of the principal amount of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Note. This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: PERSONALIS, INC. Signature: Print Name: Title:

FOR VALUE RECEIVED. Each of You, jointly and severally, hereby promise Borrower promises to pay to the order of TriplePoint Capital LLC or the holder of this Promissory Note at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States States, to the order of AmericaAgent for the benefit of Lender, at 0000 Xxxxxxx Xx Xxx Xxxxxx, Xxxxx 000, Xxxxx Xxxx, Xxxxxxxxxx 00000, or such other place as Agent may from time to time designate in writing to Borrower (“Agent’s Office”), the principal amount sum of /100 Dollars ($ ) $____________ together with interest at Prime Rate plus percent ( %) per annum, from thereon and all other amounts specified in the date of this Loan Agreement as provided in accordance with the terms hereof and the Loan Agreement. This Promissory Note is one of the Notes referred to maturity in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of each installment on the principal remaining unpaid, such principal Loan Agreement and interest to be paid the other Loan Documents (as stated on Page 1 of this Promissory Note and as set forth defined in the Loan Agreement. In addition ), to Your final payment, You will pay Us an amount equal to percent ( %) which reference is made for a statement of all of the principal amount terms and conditions thereof and which are hereby incorporated by reference. All payments due hereunder shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. You waive Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or Code and any other applicable law. You will notBorrower agrees to make all payments under this Note without setoff, directly recoupment or indirectly, use the proceeds deduction and regardless of any Advance(s) under this Promissory Notecounterclaim or defense. No delay or omission by Lender or Agent in exercising or enforcing any of their powers, rights, privileges, remedies or lend, contribute or otherwise make available such proceeds to discretions hereunder shall operate as a waiver thereof on that occasion nor on any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject occasion. No waiver of any sanctions administered by OFAC, or in Event of Default shall operate as a waiver of any other manner that would result in Event of Default, nor as a violation continuing waiver. This Note shall be binding upon Borrower and upon its successors, assigns, and representatives, and shall inure to the benefit of OFAC sanctions by any PersonLender and its successors, including any Person participating in any capacity in any Advance(s) under this Promissory Noteendorsees and assigns. This Promissory Note has been negotiated and delivered to Us Lender and is payable in the State of California. This For the avoidance of doubt, it is agreed that (i) this Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: PERSONALIS, INC. Signature: Print Name: Title:and (ii) that the Choice of Law and Venue; Jury Trial Waiver provisions of Section 13 of the Loan Agreement are deemed to be incorporated herein, mutatis mutandis.

FOR VALUE RECEIVED. Each of You, jointly and severally, hereby promise the Borrower promises to pay to the order of TriplePoint Capital LLC or the holder of this Promissory Note Bank, when due as provided herein, at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money office of the United States of AmericaLender located at 00 Xxxxx Xxxxxx, 4th Floor, Greenwich, CT 06830, the aggregate principal amount of /100 Dollars TEN MILLION and 00/100 DOLLARS ($ $10,000,000.00) or such portion thereof as may be advanced by the Lender pursuant to Section 2.2 of the Loan Agreement, together with interest at Prime Rate plus percent ( %) per annum, from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth provided in the Loan Agreement. In addition The Borrower is obligated to Your final payment, You will pay Us an amount equal to percent ( %) of the principal amount of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding unpaid principal balance of this Promissory Note to the Lender, as provided in Section 5.2 of the Loan Agreement. Accrued interest shall be payable in the amounts and on the dates provided in the Loan Agreement. All outstanding principal and accrued unpaid interest, costs and fees shall become due on the Maturity Date (whether by acceleration or otherwise). The Borrower may prepay all or any part of the principal outstanding under the Note at any time, without premium or penalty. Any holder of this Note may declare all indebtedness evidenced by this Note to be immediately due and payable in full in immediately available funds on whenever such holder has the Maturity Date, if not sooner paid in full. You waive presentment and demand for payment, notice of dishonor, protest and notice of protest right to do so under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory NoteLoan Agreement. This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of CaliforniaNew York. The Borrower agrees to pay all costs and expenses incurred by the holder hereof in enforcing this Note, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdictionincluding, without limitation, reasonable attorney’s fees and legal expenses. BORROWERS YOU: PERSONALIS, INC. Signature: Print Name: Title:THE BORROWER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE.

FOR VALUE RECEIVED. Each of You, jointly and severally, hereby promise Borrower promises to pay to the order of TriplePoint Capital LLC or the holder of this Promissory Note Lender at 0000 333 Earle Ovington Boulevard, Unioxxxxx, Xxx Xxxx Xxxx Xxxx00553, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place as may be designated by written notice to Borrower from or on behalf of payment Lender the principal sum of Thirty Million and no/100 Dollars (US $30,000,000.00) on the Maturity Date (as defined the holder Loan Agreement (as defined below), or such later date as extended to in accordance with the terms of the Loan Agreement. Borrower also promises to pay interest on the unpaid principal balance of this Promissory Note, for the period any principal is outstanding under this Note, at the office specified above, at the time and rate per annum specified in the Loan Agreement. Any amount of principal or interest due and payable pursuant to this Note may specify which is not paid when due, whether by stated maturity, acceleration or otherwise, shall bear interest from time the date when due until said principal amount or interest is paid in full, payable on demand, at a rate per annum equal at all times to time the Default Rate. If this Note becomes due and payable on a day other than a Business Day, the maturity of this Note shall be extended to the next following Business Day, and interest shall be payable on such payment at the rate specified in writing, this Note during such extension. All payments on this Note shall be made in lawful money of the United States of AmericaAmerica in immediately available funds. Reference is made to the Loan Agreement dated December __, 2005 between Borrower and Lender ("Loan Agreement"). This Note is the principal amount of /100 Dollars ($ ) together with interest at Prime Rate plus percent ( %) per annum, from the date of this Promissory Note referenced in the Loan Agreement and evidences the Loan made by Lender to maturity of each installment on Borrower pursuant to the principal remaining unpaid, Loan Agreement. All capitalized terms used in this Note which are not defined in this Note shall have the meaning specified for such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth term in the Loan Agreement. In addition to Your final payment, You will pay Us an amount equal to percent ( %) The Loan Agreement provides for the acceleration of the principal amount maturity of this Promissory Note. Interest shall be computed daily the Loan upon the occurrence of an Event of Default and for prepayments on the basis of a year consisting of 360 days for the actual number of days occurring terms and conditions set forth in the period for which such interest is payableLoan Agreement. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. You waive presentment and demand for paymentBorrower hereby waives presentment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under notice or formality with respect to this Promissory Note. This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by by, and interpreted and construed and enforced in accordance with, the laws of the State state of CaliforniaNew York, excluding any without regard to its conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: PERSONALIS, INC. Signature: Print Name: Title:provisions.

FOR VALUE RECEIVED. Each of You, jointly and severally, the Borrower hereby promise promises to pay to the order of TriplePoint Capital LLC or (the holder of this Promissory Note "Bank"), at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money office of the United States of America, the principal amount of /100 Dollars ($ ) together with interest Agent at Prime Rate plus percent ( %) per annum, from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as its address set forth in the Loan Agreement. In addition to Your final payment, You will pay Us an amount equal to percent ( %) of on August 14, 2002, the principal amount sum of this Promissory NoteMILLION DOLLARS ($ ). Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding unpaid principal balance of this Promissory Note hereof shall be due and payable and calculated in full accordance with the terms of the Agreement. The interest rate will be adjusted, when necessary and if appropriate, in immediately available funds on accordance with the Maturity Dateterms of the Agreement. Interest payments shall be made at the office of the Agent set forth in the Agreement. This Note is one of the Notes referred to in the Agreement. All of the terms, conditions, covenants, representations and warranties of the Agreement are incorporated herein by reference as if the same were fully set forth herein including but not sooner paid limited to the provisions thereof relating to the repayment of, prepayment of, and the acceleration of the maturity of, the indebtedness evidenced by this Note. All terms used herein as defined terms which are not defined herein but are defined in fullthe Agreement shall have the respective meanings herein as are given them in the Agreement. You waive presentment Upon the occurrence of any Event of Default specified in the Agreement, the principal hereof and demand for paymentaccrued interest hereon may become forthwith due and payable, all as provided in the Agreement. In the event of a conflict between the terms of this Note and any other agreement, the terms of this Note shall control. Demand, presentation, protest, notice of dishonor, protest dishonor and notice of protest under default are hereby waived. This Note may be assigned by the UCC Bank (or any applicable law. You will notother permitted holder hereof), directly in whole or indirectlyin part, use the proceeds of at any Advance(s) under this Promissory Notetime and from time to time, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business person ("Permitted Assignee") in accordance with the terms and provisions of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory NoteAgreement. This Promissory Note has been negotiated shall be binding upon the successors and delivered assigns of the Borrower and shall inure to Us the benefit of the successors and is payable in the State Permitted Assignees of Californiathe Bank. This Promissory Note shall be governed by by, and construed and enforced in accordance with, the laws of the State Commonwealth of CaliforniaPennsylvania without regard to the principles thereof regarding conflict of laws. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURT OF COMMON PLEAS OF LUZERNE COUNTY, excluding any conflicts of law rules or principles PENNSYLVANIA AND THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA AS TO ANY AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO THE BORROWER AT ITS ADDRESS PROVIDED FOR IN SECTION 10.6 OF THE AGREEMENT, OR MAY BE MADE AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE BORROWER WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST IT AS PROVIDED ABOVE, OR BASED ON FORUM NON CONVENIENS, AND AGREES NOT TO ASSERT ANY DEFENSE OR CLAIM BASED ON LACK OF JURISDICTION OR VENUE, OR FORUM NON CONVENIENS. WITNESS the due execution hereof on the date first above written with intent to be legally bound hereby, and with the further intention that would cause the application of the laws of any other jurisdictionthis Term Loan Note shall constitute a sealed instrument. BORROWERS YOUATTEST: PERSONALIS, (SEAL) PG ENERGY INC. SignatureBy: Print By: Name: Name: Title: Title: By: Name: Title: EXHIBIT "B-1" Opinion of House Counsel of the Borrower August 14, 1997 PNC Bank, National Association as Agent for the Banks (as defined below) [address] Ladies and Gentlemen:

FOR VALUE RECEIVED. Each of You, jointly and severally, hereby promise to pay to the order of TriplePoint Capital LLC Lender or the holder of this Promissory Note at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of __________________________/100 Dollars ($ $_________________) together with interest at Prime Rate plus ___ percent ( (___%) per annum, subject to adjustment as set forth above and in the Loan Agreement, from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth in the Loan Agreement. In addition to Your final payment, You will pay Us Lender an amount equal to ______ percent ( (____%) of the principal amount of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Note. This Promissory Note has been negotiated and delivered to Us Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: PERSONALISHIMS, INC. Signature: Print Name: Title: EXHIBIT B ADVANCE REQUEST To: TriplePoint Venture Growth BDC Corp., Date: _______________ as a Lender and as Collateral Agent 0000 Xxxx Xxxx Xxxx Xxx 000 Xxxxx Xxxx, XX 00000 Attention: Customer Administrations Fax (000) 000-0000 HIMS, INC., a Delaware corporation, (“We” or “Us”), hereby request from Lenders an Advance under Part [___] in the amount of _________________ Dollars ($__________________) on ______________, _____ (at least five (5) Business Days from today) pursuant to the Plain English Growth Capital Loan and Security Agreement between the Parties (the “Loan Agreement”; capitalized terms not otherwise defined in this Advance Request shall be as defined in the Loan Agreement). We instruct Lenders to please make the Advance under Advance Option ______. (Indicate Option A-U) [in the event You are requesting an Advance under Advance Options A, B, C, D, E, F, G, H, I, J, K, L, M, Q, R or U, You shall have provided Us with written consent from the Working Capital Lender.] We instruct each Lender, as to its Pro Rata Share of the Advance, to please:

FOR VALUE RECEIVED. Each of You, jointly and severally, XXXXXX CORPORATION hereby promise promises to pay to the order of TriplePoint Capital LLC BANK OF AMERICA, N.A. at Xxx Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, or the holder of this Promissory Note at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment places as the holder of this Promissory Note Bank may specify in writing to Borrower, the principal sum of Thirteen Million Dollars ($13,000,000.00) or, if less, the aggregate unpaid principal amount of all Revolving Line advances made by Bank to Borrower. The Bank shall maintain a record of amounts of principal and interest payable by Borrower from time to time, and the records of Bank maintained in the ordinary course of business shall be prima facie evidence of the existence and amounts of the Borrower's obligations recorded therein. In addition, Bank may mail or deliver periodic statements to Borrower indicating the date and amount of each advance hereunder (but any failure to do so shall not relieve Borrower of the obligation to repay any advance). Unless Borrower questions the accuracy of an entry on any periodic statement within thirty business days after such mailing or delivery by Bank, Borrower shall be deemed to have accepted and be obligated by the terms of each such periodic statement as accurately representing the advances hereunder. In the event of transfer of this Revolving Line Note, or if the Bank shall otherwise deem it appropriate, Borrower hereby authorizes Bank to endorse on this Revolving Line Note the amount of advances and payments to reflect the principal balance outstanding from time to time. Bank is hereby authorized to honor borrowing and other requests received from purported representatives of Borrower orally, by telecopy, in writing, in lawful money of the United States of America, the principal amount of /100 Dollars ($ ) together with interest at Prime Rate plus percent ( %) per annum, from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth in the Loan Agreementor otherwise. In addition to Your final payment, You will pay Us an amount equal to percent ( %) of the principal amount of this Promissory Note. Interest Oral requests shall be computed daily on conclusively presumed to have been made by an authorized person and Bank's crediting of Borrower's account with the basis of a year consisting of 360 days for amount requested shall conclusively establish Borrower's obligation to repay the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full. You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Note. This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERS YOU: PERSONALIS, INC. Signature: Print Name: Title:amount advanced.

FOR VALUE RECEIVED. Each of You, jointly and severally, Borrower hereby promise promises to pay to the order of TriplePoint Capital LLC or the holder of this Promissory Note at 0000 Xxxx Xxxx Xxxx, Xxx. 000, Xxxxx Xxxx, XX, 00000 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of AmericaLender, the principal sum of ONE BILLION THREE HUNDRED AND FIFTY MILLION DOLLARS ($1,350,000,000) or such lesser amount of /100 Dollars ($ ) together with interest at Prime Rate plus percent ( %) per annum, from as shall equal the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth in the Loan Agreement. In addition to Your final payment, You will pay Us an amount equal to percent ( %) of the principal amount of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing. The aggregate outstanding principal balance of this Promissory Note shall be due the Revolving Loans made by Lender to Borrower pursuant to the Credit Agreement, on or before the Revolving Loan Maturity Date specified in the Credit Agreement; and payable in full in immediately available funds to pay interest on the Maturity Date, if not sooner paid in full. You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Notesaid sum, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, thatlesser amount, at the time rates and on the dates provided in the Credit Agreement. This Note is subject to the terms of such fundingthe Credit Agreement, is including the subject rights of prepayment and the rights of acceleration of Maturity. Without limiting the foregoing, the obligations of Borrower under this Note are secured as described in Section VII of the Credit Agreement. Borrower shall pay fees and expenses of Lender as provided in the Credit Agreement. Borrower hereby waives notice of presentment, demand, protest or notice of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Notekind. This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, with the laws of the State state of California, excluding any conflicts Minnesota without regard to conflict of law rules principles. This Note may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute but one and the same agreement. Delivery of an executed signature page counterpart to this Note via facsimile or principles that would cause other similar method of electronic transmission (including via email with attached .pdf) shall be effective as if it were delivery of a manually delivered, original, executed counterpart thereof. Intercompany Loan Red Iron Acceptance, LLC and Huntington Distribution Finance, Inc. IN WITNESS WHEREOF, the application parties hereto have executed this Note as of the laws of any other jurisdictiondate first above written. BORROWERS YOURED IRON ACCEPTANCE, LLC By: PERSONALISEXHIBIT ONLY Name: EXHIBIT ONLY Its: EXHIBIT ONLY ACCEPTED BY: HUNTINGTON DISTRIBUTION FINANCE, INC. SignatureBY: Print EXHIBIT ONLY Name: Title:EXHIBIT ONLY ITS: EXHIBIT ONLY