On December 7, 2022, Progress Acquisition Corp. issued a promissory note in the principal amount of up to $850,000 to Isos Sponsor III LLC, which as disclosed in the Company's Form 8-K filed on August 1, 2022, was admitted as a member of Progress Capital I, LLC. The Note was issued in connection with advances the Sponsor Member may make in the future, to the Company for working capital expenses.

The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. At the election of the Sponsor Member, all or a portion of the unpaid principal amount of the Note may be converted into the number of warrants, at a price of $1.00 per warrant. The Conversion Warrants are identical to the warrants issued by the Company to the Sponsor in a private placement in connection with the Company's initial public offering.

The Conversion Warrants and their underlying securities are entitled to the registration rights set forth in the Note.