Unsecured Promissory Note w Deal LexLocker

Depending on the jurisdiction of the transactions and/or parties, Securities' Law Registration requirements may apply. Check with competent local counsel to determine application to the unsecured promissory note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF LENDER

Loan Amount:$[[Lender A Deposit Amount]]
Note Date:[[Effective Date]]
Maturity:[[Effective Date]]

DEAL LOCKER
-

PROMISSORY NOTE

FOR VALUE RECEIVED, [[Borrower B Name]], whose address is [[Borrower B Address]] (collectively, the ("Borrower") hereby promise to pay to the order of [[Lender A Name]] (the "Lender") at the address listed in Section 1(c) below, in Dai or other agreed-upon digital payment asset, the Loan Amount (as such terms are deﬁned below), with accruals thereon calculated on the unpaid principal balance at the rate described in Section 1 below, said principal sum and accrual to be paid on the dates and in the manner set forth in Section 1, and further covenants and agrees as follows pursuant to this Promissory Note (the "Note"):

1. Payments of Principal and Accruals.
- (a) Principal and Accruals.
  Following the Lender’s distribution to the Borrower of $[[Lender A Deposit Amount]] Dai (the "Loan Amount") on [[Effective Date]](the "Loan Date"), any unpaid principal balance of the Loan Amount shall bear a rate of accrual at the rate of [[Lender A Rate of Accrual]]% per annum (the "Rate of Accrual)" from the date distributed. The Borrower shall make one Payment including the original loan amount and an additional amount equal to the amount of accrual as defined below on or before the [[Termination Date]] (the "Maturity Date"), at which time all outstanding principal and accruals with respect to the Loan Amount shall be due and payable.
- (b) Prepayment. The Borrower shall have the right to prepay this Note at any time, in whole or in part, whether penalty or premium.
- (c) Funding: The Lender agrees to the terms and agrees to deposit $[[Lender A Deposit Amount]] Dai at the following contract residing at Ethereum Mainnet address 0x2CAF5A42EC2D6747eC696714BF913b174d94FDF0 (the "LexGrow Contract"). The Date that the funds are deposited are considered the Loan Date for purposes of this agreement. The loan amount will be converted to CHAI and held in LexGrow Contract until which time the Borrower draws the Loan Amount into its account at [[Borrower B EthAddress]]. Funds will be considered to be available to Borrower and will begin to accrue an additional amount due (the "Accrual Amount".) The Accrual Amount is calculated as the loan duration in years multiplied by the Rate of Accrual multiplied by Loan Amount.
- (d) Place of Payment. Payments under this Note shall be sent to Lender in Dai at the following Ethereum Address (the "Payment Address"):
  token: [[Lender A EthAddress]]
  The parties agree to authorize the LexGrow Contract to distribute such loan proceeds as and when directed by the Borrower. The Lender shall pay the set‑up fee relating to such contract.
2. Default Add‑On Rate. If any Event of Default (as such term is deﬁned herein) occurs and while any such Event of Default is continuing, all past due principal and, to the extent permitted by applicable law, accural, interest, fees, charges and any other amounts owing hereunder, shall bear additional accrual at a rate (which is in addition to, and not in lieu of the accrual rate provided hereunder) equal to Five Percent (5.00%) per annum, from the date of such Event of Default until the date such Event of Default is waived or cured (if Lender allows such cure), or all obligations that Borrower owes to Lender hereunder are paid in full.
3. Events of Default. The occurrence of any of the following events (each, an "Event of Default") shall constitute a default by the Borrower under this Note:
- (a) Failure of the Borrower to pay when due, whether by acceleration or otherwise, any payments under this Note;
- (b) Any representation or warranty set forth in this Note shall prove in any material respect to have been false and misleading on the date made;
- (c) The Borrower is declared insolvent, makes an assignment for the beneﬁt of any other creditor or lender of the Borrower, calls a meeting of its creditors, or applies for or consents to the appointment of a trustee or receiver for all or any part of its properties; or any bankruptcy, reorganization, debt arrangement, dissolution or liquidation is ﬁled for or commenced against the Borrower.
4. Remedies. Upon the occurrence of an Event of Default, the Lender may take such steps as are legally available to it for the collection of any unpaid obligation under this Note in full, together with all accrued amounts, interest and expenses, including without limitation the following:
- (a) Declare the entire indebtedness and obligations outstanding hereunder immediately due and payable (provided, that in the case of an Event of Default under Section 3(d) above, all indebtedness and obligations outstanding hereunder shall automatically and immediately become due and payable without any action by or on behalf of the Lender);
- (b) The Lender may exercise all other legal or equitable rights and remedies available under state or federal law, including without limitation, rights of recoupment and set‑oﬀ.
  Prior to exercising any remedy under this Section 4 with respect to any Event of Default under Section 3(a), the Borrower shall have 45 days to eﬀect a full and complete cure of such Event of Default by paying all amounts due and payable.
  Prior to exercising any remedy under this Section 4 with respect to any Event of Default other than an Event of Default under Sections 3(a) or 3(c), the Lender shall ﬁrst give written notice to the Borrower at the address set forth below via registered mail, which notice shall specify in writing each and every claimed Event of Default. The Borrower shall have thirty (30) days from the receipt of such notice to eﬀect a cure of each and every claimed Event of Default. If any claimed Event of Default remains uncured after such thirty (30) day period, the Lender may then proceed to exercise any of the remedies to which it may be entitled, including those set forth in this Section 4. Any written notice to the Borrower shall be mailed to the address set forth on the signature page hereto.
  The failure of the Lender to enforce its rights upon an Event of Default shall not constitute waiver of any such right in the event of a subsequent default.
5. Cost of Collection. Notwithstanding anything to the contrary contained herein, if this Note is not paid when due, whether at the Maturity Date or by acceleration, and/or any other Event of Default shall occur, then the undersigned promise to pay all costs of collection, including without limitation reasonable attorneys’ fees and all reasonable expenses incurred in connection with the collection of this Note and the protection of, or realization on, the collateral (whether or not suit is ﬁled).
6. Waivers. To the extent permitted by applicable law, the Borrower waives presentment for payment, demand, notice of dishonor, protest and notice of protest. The Borrower expressly agrees that this Note, or any payment thereunder, may be extended from time to time without in any way aﬀecting the liability of the Borrower.
7. Heirs and Assigns. To the extent permitted by applicable law, this Note shall bind the heirs, personal representatives, successors and assigns of the Borrower; provided, however, that neither this Note can be assigned without the express written consent of the Lender.
8. Miscellaneous.
- (a) Amendment. This Note may not be amended without the express written consent of the Borrower and the Lender.
- (b) Venue; Service of Process; Certain Waivers. Each of the Borrower and the Lender:
  - (i) Irrevocably submits to the exclusive jurisdiction of the state courts of the State of [[VENUE]] for the purpose of any suit, action or other proceeding arising out of or based upon this Note or any agreement or the subject matter hereof;
  - (ii) To the extent permitted by applicable law, waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in any of the above‑named courts, any claim that it is not subject personally to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Note or any other agreement, or the subject matter hereof or thereof, may not be enforced in or by such court; and
  - (iii) To the extent permitted by applicable law, waives any right it may have to claim or recover in any such proceeding any special, exemplary, punitive or consequential damages.
- (c) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE BORROWER AND THE LENDER WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER CREDIT DOCUMENT OR THE CONDUCT OF THE PARTIES HERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. The foregoing sentence constitutes a material inducement upon which both the Borrower and the Lender have relied in entering into this transaction. Either party may ﬁle an original counterpart or a copy of this Note with any court as written evidence of the consent to the waiver of rights to trial by jury.
- (d) Agreement for LexGrow Contract Governance. In case of dispute, error or mistake with funding in 3(c) above, both parties to this agreement agree to appoint LexDAO to govern and arbitrate the dispute or make best efforts to retrieve or unlock DAI in the LexGrow Contract and agree to fully indemnify and release LexDAO from all liability associated with the smart contract, loan, and any potential loss of funds. Parties may initiate resolution through the "resolve" function of the LexGrow Contract which is considered a request for dispute resolution under this clause. LexDAO specifically disclaims all liability associated with using this form.
  - (i) LexGrow and LexDAO are projects both in beta.
  - (ii) Please audit and use at your own risk.
  - (iii) Entry into LexDAO resolution shall not create an attorney/client relationship.
  - (iv) Likewise, nothing herein shall not be construed as legal advice or replacement for professional counsel and parties agree to seek professional legal advice.
- (e) Interpretation; Governing Law; etc. Time is (and shall be) of the essence in this Note and the other Credit Documents. All covenants, agreements, representations and warranties made in this Note or any other credit document shall be deemed to have been relied on by the Lender, notwithstanding any investigation made by the Lender on its behalf, and shall survive the execution and delivery to the Lender hereof and thereof. The invalidity or unenforceability of any provision hereof shall not aﬀect the validity or enforceability of any other provision hereof, and any invalid or unenforceable provision shall be modiﬁed so as to be enforced to the maximum extent of its validity or enforceability. The headings in this Note are for convenience of reference only and shall not limit or otherwise aﬀect the meaning hereof. This Note and the other Credit Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous understandings and agreements, whether written or oral. This Note may be executed in any number of counterparts which together shall constitute one instrument. This Note, and any issue, claim or proceeding arising out of or relating to this Note or any other Credit Document or the conduct of the parties hereto, whether now existing or hereafter arising and whether in contract, tort or otherwise, shall be governed by and construed in accordance with the laws (other than the conﬂict of laws rules) of the State of [[VENUE]].
- (f) Following Lender's registration of this DeFi Deal Locker ("DDL") to the smart contract located at Ethereum address 0x458613226d24412bB0FdF1cF02bd5C5388a41DC7, this DDL shall be open until all parties execute the written agreement via signature below and the Borrower draws the funds upon the change of state from the associated DDL `released` value to `true`.
  Any and all disputes related to this DDL and its terms shall be resolved by means of binding arbitration directed by lexDAO (0x97103fda00a2b47EaC669568063C00e65866a633).
  
  Lender A: {{signature of Lender A Email}}
  0x[[Lender A EthAddress]]
  Borrower B: {{signature of Borrower B Email}}
  0x[[Borrower B EthAddress]]