PROMISSORY NOTE. limited liability company ( Maker ), promises to pay to [DEFAULTING MEMBER

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1 PROMISSORY NOTE $ Austin, Texas IMPORTANT NOTICE THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION, WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE. FOR VALUE RECEIVED, Stratcap Management Company, LLC, a Delaware limited liability company ( Maker ), promises to pay to [DEFAULTING MEMBER NAME] of [DEFAULTING MEMBER ADDRESS] ( Holder ), or order, in a single payment an amount equal to AND NO/100 DOLLARS ($ ), without interest (the Indebtedness ), on or before the earlier of (a) [INSERT DATE THAT IS THE SEVENTH ANNIVERSARY OF THE DATE OF THE FINAL, NON-APPEALABLE JUDGMENT OF A COURT OR AN ARBITRATOR THAT FINDS THE HOLDER TO BE A DEFAULTING MEMBER], (b) the date Maker sells all or substantially all of its assets (or otherwise disposes of such assets in a manner that results in the Morenz Related Parties no long Controlling them), and (c) the date an equity sale occurs that results in a Person (other than the Morenz Related Parties) Controlling Maker (such date, the Due Date ). Capitalized terms used herein shall have the same meanings ascribed to such terms as in the Limited Liability Company Agreement of Maker, dated August 1, Payments are to be made in immediately available funds at Holder s address stated above, or at such other address as Holder designates in writing. Each of the following constitutes an Event of Default hereunder: (a) Maker fails to make payment of the Indebtedness to Holder on or before the Due Date; or (b) (i)

2 Maker becomes insolvent, (ii) a receiver is appointed for any part of Maker s property, (iii) Maker makes an assignment for the benefit of creditors, or (iv) any proceeding is commenced either by Maker or against Maker under any bankruptcy or insolvency laws. Upon an Event of Default, (A) all of the principal amount due and unpaid on this Note shall be immediately due and payable, without presentment, demand, or other notice, all of which are hereby waived by Maker, (B) Holder may offset against this Note any sums owed by the Holder hereof to Maker, (C) Holder may take any other action available to Holder under this Note, at law, in equity, or otherwise, and (D) Maker hereby irrevocably authorizes and empowers Stephen M. Feldhaus, Esq., or any other designee of Holder, as Maker s attorney-in-fact (i) to appear in the office of the Clerk of the District Court of the State of Texas in Austin, Texas, or in the office of the Clerk of the Federal District Court for Austin, Texas; (ii) to confess judgment against Maker for the unpaid amount of this Note then due, plus attorneys fees and collection fees and other sums as provided in this Note, plus costs of suit; (iii) to release all errors; and (iv) to waive all rights of appeal. If a copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary to file the original as a warrant of attorney. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as Holder may elect until all amounts owing on this Note have been paid in full. Upon the occurrence of an Event of Default, all principal and other amounts due and owing under this Note shall bear interest at the rate of one percent (1%) per month. 2

3 This Note is for business purposes and not for personal or household purposes. Maker and all other persons who sign, guarantee, or endorse this Note, to the full extent allowed by law, waive notice of maturity, diligence, presentment, demand for payment, protest and notice of protest, and notice of nonpayment and dishonor of this Note, and any other notice of any kind. Subject to any limits under applicable law, Maker will reimburse Holder for all costs and expenses, including but not limited to attorneys fees, Holder incurs in collecting on this Note upon Maker s default, whether or not there is a lawsuit, including reasonable, out-of-pocket costs and expenses incurred if the Note is placed in the hands of an attorney for collection or if it is collected through any legal proceeding. Holder may delay or forego enforcing any of Holder s rights or remedies in respect of this Note without waiving any of them. No single or partial exercise of any power or right by Holder will prevent Holder s exercise of any further power or right. No waiver or forbearance of any power or right is valid against Holder unless it is stated in writing and is signed by Holder, and it shall apply only to the extent set out in such writing. This Note is binding on Maker and inures to the benefit of Holder and its respective successors in interest and assigns. The invalidity or unenforceability of any provision of this Note shall not affect the validity or enforceability of any other provision, and all other provisions shall remain in full force and effect. This Note may not be modified or canceled orally, but only by an agreement in writing signed by the parties. Maker waives the right to any stay of execution and the benefit of all exemption laws, 3

4 including but not limited to the homestead exemption or any similar exemption, now or hereafter in effect to which Maker may be entitled. The parties waive the right to jury trial in any action in respect of this Note. Maker agrees that venue for any action under this Note may be in the United States District Court for Austin, Texas, or other federal or state court sitting in Austin, Texas, designated by the Holder, and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. However, nothing in this Note is intended to limit any right that Holder may have to bring any suit, action or proceeding relating to matters arising under this Note in any court of any other jurisdiction. Maker jointly and severally agrees that the laws of the State of Texas govern this Note without giving effect to its conflicts of laws provisions. This writing represents the entire agreement of the parties and is intended as a complete and exclusive statement of the terms of this Note. MAKER: STRATCAP MANAGEMENT COMPANY, LLC AUSTIN, TEXAS COUNTY OF TRAVIS By On, before the undersigned, personally appeared, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed above and who acknowledged to me that he executed the same for the purposes and in the capacity therein indicated. WITNESS my hand and official seal. 4

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