Advances and Loans. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances # in existence or committed on the date hereof and which the Borrower has informed Holder in writing prior to the date hereof, # made in the ordinary course of business or # not in excess of $100,000.

Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of # Base Rate in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full plus # the Applicable Margin in effect from time to time.

Eurodollar Rate Advances. During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of # the Eurodollar Rate for such Interest Period for such Advance plus # the Applicable Margin in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurodollar Rate Advance shall be Converted or paid in full.

Advances of Expenses. Upon your written request and without regard to any determination made under Section 5 of this agreement, expenses incurred by you in connection with any proceeding shall be promptly advanced to you by the Company prior to the final disposition of the proceeding subject to your written undertaking to repay any advances if it is ultimately determined that you are not entitled to indemnification in respect of such expenses.

Types of Advances. Domestic Advances may be Floating Rate Advances or Eurocurrency Advances, or a combination thereof, as selected by the applicable Borrower in accordance with [Sections 2.8 and 2.9]9]. Multicurrency Advances shall be Eurocurrency Advances. Each Swingline Loan shall be a Domestic Advance and, unless otherwise agreed between the Borrower and the Swingline Lender, a Floating Rate Advance.

Delaware Department of State

Release of All Claims. In exchange for GRVE’s execution of this Letter Agreement and the full satisfaction of the payments in Section 2.1 of this Agreement, Hymers agrees on behalf of himself, and his successors, assigns, officers, directors, shareholders, attorneys, employees, agents, independent contractors, affiliates, control persons, administrators, and any and all persons or business entities acting by and through them, as the case may be, to irrevocably and unconditionally remise, release, acquit, satisfy and forever discharge GRVE, specifically including GRVE’s agents, directors, officers, affiliates, employees representatives, insurance carriers, attorneys, divisions and subsidiaries, (and all agents, directors, officers, employees, representatives, insurance carriers, and attorneys of such divisions and subsidiaries), and its predecessors, successors, administrators and assigns, and all persons acting by, through, under, or in concert with any of them (collectively "Releases"), of and from any and all claims, actions, causes of action, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorney fees and costs actually incurred), of any nature whatsoever, known or unknown, in law or equity, arising out from the Consulting Agreement and Convertible Promissory Note the amount of $40,000 dated March 5, 2021, and the Consulting Agreement and Convertible Promissory Note the amount of $60,000 dated March 7, 2022.

Non-Executive Chair (in addition to Eligible Director Service Retainer): $35,000

The Company may pay to the Executive Director all Indemnifiable Expenses incurred by the Executive Director in connection with any Proceeding, including a Proceeding by or in the right of the Company, in advance of the final disposition of such Proceeding, if the Executive Director furnishes the Company with a written undertaking, to the satisfaction of the Company, to repay the amount of such Indemnifiable Expenses advanced to the Executive Director in the event it is finally determined by a court or arbitral body of competent jurisdiction that the Executive Director is not entitled under this Agreement to indemnification with respect to such Indemnifiable Expenses.

Requests for Advances Irrevocable. Each Request for Advance shall be irrevocable and binding on Borrower and Borrower shall indemnify Bank against any loss or expense any one of them may incur as a result of any failure to borrow any Advance after a Request for Advance (including any failure resulting from the failure to fulfill on or before the date specified for such Advance the applicable conditions set forth in Article III), including, without limitation, any loss (including loss of anticipated profits) or expense actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Bank to fund such Advance when such Advance, as a result of such failure, is not made on such date.