Promissory Note s2

PROMISSORY NOTE

[$X,000.00] ______, 2016

FOR VALUE RECEIVED, Wellspring Investment Fund, Inc., a Massachusetts Nonprofit Corporation (the “Maker”), promises to pay to ______(the “Holder”) the principal sum of ______($______) together with interest on the unpaid principal balance of this Note outstanding at a simple Interest Rate of three percent (3%) per annum until paid in full.

All principal and accrued interest shall be paid upon demand by the Holder within 90 days of such demand, provided that the Holder may not make a demand for payment (unless there shall occur an Event of Default, as defined below) prior to five years from the date of this Note and provided further that the Maker reserves the right to extend the time for redemption of all or part of the principal and any accrued but unpaid interest for up to two additional years.

Interest on this Note shall be computed on the basis of a year of 365 days for the actual number of days elapsed. All payments by the Maker under this Note shall be in immediately available lawful money of the United States of America.

Prior to redemption, Maker shall make annual interest payments to the Holder within 90 days after the end of the Maker’s fiscal year, provided that interest payments for the first two years of the term will be deferred and paid upon redemption. Deferred interest payments shall not be added to the principal.

Maker shall have the absolute right (but not the obligation) to prepay or retire all or any portion of the principal or accrued interest of this Note, in part or in full at any time and without premium or penalty. If Maker prepays the entire principal amount on or before May 30, 2017, no interest shall be due under this Note.

The sole source of repayment of the Note will be the payments made to Maker on account of loans and/or investments made to Wellspring Harvest Corporation (the “Investment Pool”). Investors in the Notes have recourse only to the assets attributable to the Investment Pool and not to any other assets of Wellspring Investment Fund or any other entities. If there are losses in the Investment Pool such that the aggregate value of assets in the pool are less than the aggregate total of the principal balance of all Notes plus accrued and unpaid interest, the principal balance of each Note may be reduced, on a pro rata basis, to an amount that reflects the value of the assets. Such reduction shall not constitute an Event of Default.

This Note shall become due and payable at the option of the Holder upon written notice to the Maker (or, with respect to the events specified in clause (4) below, immediately without notice or demand) upon the occurrence at any time of any of the following events of default: (1)failure to pay any principal or interest due pursuant to the terms of this Note; (2) the execution by or against the Maker of a general assignment of its property or assets for the benefits of its creditors; (3) the liquidation, termination of existence, or dissolution of the Maker; (4) the institution by or against the Maker of any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency, or other similar law affecting the rights of creditors generally (that in the case of involuntary proceedings are not dismissed within 45 days); (5) the appointment of a receiver or trustee to take possession of any property or assets of the Maker; (6)the past or future making of a false representation, warranty, or covenant by the Maker in connection with any loan made by the Holder to the Maker; or (7) breach of any of the provisions of this Note or of the Subscription Agreement (each an “Event of Default”). Upon the occurrence of an Event of Default, the Holder shall have then, or at any time thereafter while such Event of Default is continuing, all of the rights and remedies afforded by applicable law.

All payments by the Maker under this Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law. No delay or omission on the part of the Holder in exercising any right under this Note shall operate as a waiver of such right or of any other right of the Holder, nor shall any delay, omission, or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion.

The Notes are unsecured and subordinated debt obligations of Maker ranking equally with all of its other unsecured, subordinated obligations (other than obligations preferred by mandatory provisions of law). The Notes are not obligations of, or guaranteed by, any person or entity other than Wellspring Investment Fund.

The Notes are subordinated to all indebtedness of the Maker to banks, commercial finance lenders, institutional lenders, insurance companies, leasing and equipment financing institutions, and/or other institutions regularly engaged in the business of lending money. The Notes shall not be subordinated to loans made by investors in future securities offerings.

In the event any one or more of the provisions of this Note shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Note operate or would prospectively operate to invalidate this Note, then and in any such event, such provision(s) only shall be deemed null and void and shall not affect any other provision of this Note and the remaining provisions of this Note shall remain operative and in full force and effect and in no way shall be affected, prejudiced, or disturbed thereby.

Upon receipt of a duly executed, notarized, and unsecured written statement from the Holder with respect to the loss, theft, or destruction of this Note (or any replacement hereof) and a customary indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed, or mutilated Note.

In the event any interest is paid on this Note that is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

All rights and obligations hereunder shall be governed by the laws of the State of Pennsylvania, without regard to principles of conflicts of law.

Wellspring Investment Fund, Inc.

By:

Title: ______

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