Promissory Note. To the extent that a Stock Option Agreement or Restricted Stock Agreement so provides, payment may be made all or in part by delivering (on a form prescribed by the Company) a full-recourse promissory note.

The Previous Promissory Note shall hereby be canceled and revoked and GEMYB hereby waives any and all of its rights under and in connection with the Previous Promissory Note.

Promissory Note. The Companies shall execute a promissory note in the form consistent with such recently issued notes.

Secured Promissory Note Definitions. All other capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Secured Promissory Note.

Lost or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may require the Payee to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

Loan Agreement, Promissory Note, and JDA. Lender and Borrower have previously entered into the Term Loan Agreement dated August 6, 2020 (the “Loan Agreement”), and the related Promissory Note dated August 6, 2020 (the “Promissory Note”). The Parties and certain affiliates also previously entered into the Joint Development Agreement dated August 1, 2020 (the “JDA”). Capitalized terms are used in this Agreement as defined in the Loan Agreement or the JDA unless otherwise noted.

“Other Investor TQLA Notes” identifies three (3) unsecured instruments, each titled “Promissory Note”, in the aggregate principal amount of $577,884, consisting of # a Promissory Note in the principal amount of $228,174 issued by Eastside to Esping (the “Esping TQLA Note”), # a Promissory Note in the principal amount of $257,970 issued by Eastside to WPE (the “WPE TQLA Note”), and # a Promissory Note in the principal amount of $91,740 issued by Eastside to Grammen (the “Grammen TQLA Note”)

“Mortgage Note” means each promissory note, consolidated promissory note, or amended and restated promissory note executed by an Underlying Obligor in connection with a Mortgage Loan and payable to the Borrower or any Subsidiary, as the same may be modified, amended or restated from time to time.

A19. “Note” means that certain Secured Convertible Promissory Note issued by Company and MCOA CA, Inc. to Investor pursuant to the Purchase Agreement, as the same may be amended from time to time, and including any promissory note(s) that replace or are exchanged for such referenced promissory note.

This Promissory Note shall be binding upon the Borrower and its permitted successors and assigns and upon Lender and its permitted successors and assigns. Without the written consent of Lender, this Promissory Note is not assignable or transferable by Borrower either in whole or in part. Lender may assign its rights under this Promissory Note for security purposes, and in such event the assignee of this Promissory Note shall be entitled to enforce the provisions hereof and shall be a third party beneficiary of this Promissory Note.