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

Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers 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 a form approved by the Administrative Agent. 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.

Deerpath Additional Term Note (First Amendment Date) means that certain promissory note executed by Borrowers on the First Amendment Date and made payable to Deerpath in an original principal amount equal to ​, and all renewals, increases, modifications, amendments, supplements, restatements and replacements of, or substitutions for, that promissory note.

Note Financing. From time to time following the closing of the Merger, the Buyer will loan funds to the Company and receive in exchange from HoldCo a promissory note in the form attached hereto as [Exhibit B] (the "HoldCo Note").

Revolver Note. On the Closing Date, Borrowers shall execute and deliver to the order of the Bank a promissory note instrument in the stated face principal amount of ​ (the "Revolver Note"). The Revolver Note shall be dated as of the Closing Date and shall bear interest on unpaid balances of principal from time to time outstanding at a variable annual rate equal from day to day to the Base Rate plus one hundred and fifty basis points (1.50%), and in no event lower than 8.50%. The Revolver Note shall be payable as set forth therein. After maturity (whether by acceleration or otherwise), the Revolver Note shall bear interest at a per annum rate equal from day to day to the Default Rate payable on demand, unless there has been no default in Borrowers' payment obligations (other than Borrowers' failure to pay all unpaid principal and all accrued but unpaid interest due and payable at the Revolver Final Maturity Date) and Borrowers and Bank are negotiating a renewal or extension of the Revolver Note, in which circumstance the non-Default Rate specified herein shall continue to apply, but only until the Bank deems negotiations complete, in its sole discretion. Interest shall be calculated on the basis of a year of 360 days, but assessed for the actual number of days elapsed in each accrual period. Notwithstanding the stated face principal amount of the Revolver Note from time to time, in no event shall Borrowers request nor shall Bank be obligated to make any Revolver Loan advance that causes or results in the aggregate outstanding principal amount of the Revolver Note plus Letters of Credit Exposure to exceed the lesser of the then applicable Revolver Commitment Amount or the Collateral Borrowing Base then in effect.

Revolver Note. Borrowers shall have delivered the Revolver Note to the order of the Bank, appropriately executed.

Note Balance. To clarify the computation of the Principal Sum due to the Investor under the Note, immediately following the Investor's payment of ​ of Consideration on the Effective Date of the Note, the Principal Sum shall be equal to ​ divided by ​ and multiplied by ​, for a Principal Sum of ​. A one-time Interest Charge of 12% shall be applied to the Principal Sum such that the outstanding Principal Sum and Interest on the initial ​ payment of Consideration shall be ​.

Accounts evidenced by a promissory note or other instrument;

Exhibit #-2 Form of Secured Promissory Note for Advances

The following increases or decreases in this Promissory Note have been made:

, TV issued to GES that certain Convertible Promissory Note dated ​ in the principal amount of ​ (the “Note”); and