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.

VIll. Breach of Promissory Note

Exhibit # - Form of Promissory Note

Any [[Organization C:Organization]] may request that Revolving Loans made by it be evidenced by a promissory note (each such promissory note being called a “Note” and all such promissory notes being collectively called the “Notes”). In such event, the Borrower shall prepare, execute and deliver to such [[Organization C:Organization]] a Note payable to the order of such [[Organization C:Organization]] (or, if requested by such [[Organization C:Organization]], to such [[Organization C:Organization]] and its registered assigns) in substantially the form of Exhibit D attached hereto. Thereafter, the Revolving Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to [Section 9.04]) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

“Intercompany Note” means a promissory note substantially in the form of [Exhibit I].

Any Lender may request that Loans made by it to the Borrower be evidenced by a promissory note substantially in the form of Exhibit E-11] or Exhibit E-22], as applicable. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in such form. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

“Note” means a promissory note issued to any Lender pursuant to [Section 2.6(c)].

5% Convertible Promissory Note due December 31, 2023.

“Promissory Note” is defined in [Section 2.14(d)].

The above Promissory Note is accepted and approved.

“Convertible Notes” identifies four (4) instruments, each titled “Secured Convertible Promissory Note”, in the aggregate principal amount of $3,300,000, consisting of: (1) a Secured Convertible Promissory Note dated April 19, 2021 in the principal amount of $1,500,000 issued by ​ to ​ (the “First Closing ​ Secured Note”), (2) a Secured Convertible Promissory Note dated April 19, 2021 in the principal amount of $1,500,000 issued by ​ to ​ (the “First Closing ​ Secured Note”), (3) a Secured Convertible Promissory Note dated May 13, 2021 in the principal amount of $150,000 issued by ​ to ​ (the “Second Closing ​ Secured Note”) and (4) a Secured Convertible Promissory Note dated May 13, 2021 in the principal amount of $150,000 issued by ​ to ​ (the “Second Closing ​ Secured Note”), each as amended, as amended, amended and restated, supplemented or otherwise modified from time to time. The anti-dilution protection provisions included in the Convertible Notes were approved by ​’s stockholders on August 19, 2021 at ​’s 2021 Annual Meeting of Stockholders.