# PROMISSORY NOTE
### (Shareholder Loan — Due from Shareholder)

**Principal Amount:** $51.16
**Date:** June 8, 2026
**Maker (Borrower):** Sanoj Allen
**Holder (Lender):** Durham Lex Inc., a Delaware corporation

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FOR VALUE RECEIVED, the undersigned, Sanoj Allen ("Maker"), promises to pay to the order of Durham Lex Inc. ("Holder") the principal sum of Fifty-One and 16/100 Dollars ($51.16), on the terms set forth below.

### 1. Background and Purpose
This Note documents the net balance the Maker owes the Holder as of June 8, 2026. The balance arises from personal expenses the Holder paid on the Maker's behalf, offset by (i) business expenses the Maker paid personally on the Holder's behalf before the Holder's bank account was opened on April 23, 2026, and (ii) a cash advance of $250.00 the Maker transferred to the Company on April 27, 2026. The full reconciliation appears in Schedule A. This Note is intended to cure the commingling of personal and corporate funds and to preserve the separateness of the corporate entity.

### 2. Interest
The principal amount does not exceed $10,000 and this loan is not entered into for tax-avoidance purposes. Accordingly, the de minimis exception under Internal Revenue Code Section 7872(c)(3) permits this loan to be made without imputed interest, and the loan is interest-free. (If the Holder's accountant prefers, interest may instead be stated at the short-term Applicable Federal Rate in effect on the date of this Note.)

### 3. Repayment
The principal is due and payable in full on the earlier of (a) December 31, 2026, or (b) written demand by the Holder. The Maker may prepay in whole or in part at any time without penalty. With proper board authorization, repayment may be made in cash or by offset against compensation or distributions owed to the Maker.

### 4. Forward-Looking Covenant
Following the date of this Note, the Maker shall not use corporate accounts or cards for personal expenses. Legitimate business expenses the Maker pays personally shall be reimbursed through the Accountable Plan adopted by the Holder.

### 5. Governing Law
This Note is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

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**MAKER:**

_______________________________
Sanoj Allen
Date: ______________

**HOLDER: Durham Lex Inc.**

By: ____________________________
Name:
Title:
Date: ______________

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## Schedule A — Reconciliation of Net Balance (as of June 8, 2026)

### Part 1: Personal expenses paid by Durham Lex Inc. (Apr 23 – Jun 8, 2026)

| Item | Amount |
|------|--------|
| American Airlines (personal flight, Maine) | $1,105.60 |
| Airbnb (personal lodging, Maine) | $245.00 |
| Debit card — restaurants, coffee, grocery | $310.68 |
| Debit card — rideshare and transit (Uber, MTA) | $197.85 |
| Debit card — Apple Cash transfers | $168.63 |
| Debit card — retail and clothing | $38.79 |
| Spectrum internet (personal 50% share) | $61.98 |
| **Subtotal owed by Maker to Holder** | **$2,128.53** |

### Part 2: Business expenses paid personally by Sanoj Allen (before the Company's bank account opened April 23, 2026)

| Vendor | Description | Amount |
|--------|-------------|--------|
| Anthropic | Claude Max + API usage (Jan–Mar) | $509.53 |
| Cursor | Usage, cycle beginning Jan 18 (inv. H0HYMT27-0001 to -0008) | $482.62 |
| Vercel / Neon | Hosting and database (Jan–Mar) | $234.80 |
| Kilo Code | AI coding credits, 13 invoices (Jan–Feb) | $178.00 |
| OpenAI | Invoices FA584EF1-0026 through -0030 (Jan–Mar) | $152.44 |
| GitHub | Subscription (Mar) | $81.67 |
| Vercel | Hosting (Apr 19, pre-Mercury; see note below) | $57.85 |
| z.ai | AI model API (Jan) | $40.50 |
| CodeRabbit | Automated code review (Mar) | $30.00 |
| OpenRouter | AI inference (Jan 25, Jan 28) | $23.62 |
| Greptile | Automated code review (Mar) | $15.00 |
| ElevenLabs | Voice (Feb 16, Mar 30) | $10.88 |
| Cloudflare | Domain registration (Mar 10) | $10.46 |
| **Subtotal owed by Holder to Maker** | | **$1,827.37** |

### Net

| | |
|---|---|
| Owed by Maker to Holder (Part 1) | $2,128.53 |
| Less: owed by Holder to Maker (Part 2) | ($1,827.37) |
| Less: shareholder advance from Maker (Apr 27, 2026) | ($250.00) |
| **Net principal of this Note** | **$51.16** |

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*Notes for the record:*
- *April 2026 operating expenses and the Stripe Atlas C-Corp formation fee ($350.00) were funded separately by William Groves per the April 18, 2026 invoice request and are not included in this reconciliation.*
- *The Mercury business account opened April 23, 2026; all expenses before that date were necessarily paid from personal funds.*
- *Spectrum home internet is allocated 50% business / 50% personal under the Company's Accountable Plan; only the personal half is included above.*
- *Cursor bills on a usage basis to the Maker's personal email; invoices H0HYMT27-0001 through -0008 cover the billing cycle beginning January 18, 2026 and total $482.62 including New York sales tax.*
- *The $57.85 Vercel charge dated April 19, 2026 was paid from personal funds before the Mercury account opened and, per the Maker's records, was not reimbursed by William Groves; it is therefore properly included in Part 2.*
- *On April 27, 2026, the Maker transferred $250.00 of personal funds into the Company's Mercury account (external transfer from personal Current account ••3076). The Board has elected to treat this transfer as a shareholder advance (a loan from the Maker to the Company), not a capital contribution; it is credited in the Net section above, reducing the net principal of this Note to $51.16.*

> **Draft for review.** Have the Company's accountant or attorney review this Note before signing. Adopt by board action alongside the Accountable Plan.