THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THIS NOTE UNDER SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS

Promissory Note

$720,000 (U.S.) May ____ 2021

FOR VALUE RECEIVED, the undersigned (the “Maker”) promises to pay to the order of ________________________, at its office at __________________________, Attn: _______________________ or at such other place as the Holder of this Promissory Note (the “Note”) (hereinafter, such person, the “Holder”) may from time to time designate in writing, the sum of SEVEN HUNDRED AND TWENTY THOUSAND AND NO/100 DOLLARS ($720,000) in lawful money of the United States, with interest thereon from the date of this Note until paid at the rates set forth below.

This Note is made by the Maker in connection with the transactions contemplated pursuant to that certain Pre-development Capital Term Sheet, dated [DATE], by and among [COMPANY] (the “Company” or Holder), [COMPANY] and [COMPANY] (the “Term Sheet”). All capitalized terms used in this Note that are not defined herein shall have the meaning given such terms in the Term Sheet.

Interest Rate. This Note bears simple interest prior to maturity or acceleration at a fixed rate of nine percent (9.00%) per annum (the “Note Rate”). All computations of interest under this Note shall be made on the basis of a year of 365 days, for actual days elapsed.

Payments. Payments of accrued interest only shall be due and payable on each quarterly anniversary of the date first set forth above commencing on the ________ day of ___________ 2021 and continuing throughout the remaining term of the Note, in accordance with the Note payment schedule attached hereto as Exhibit A and subject to the Advance Request procedures set forth herein.

Maturity. Unless sooner repaid, the entire unpaid principal balance of this Note, plus all accrued but unpaid interest, and all other amounts owing under this Note are due and payable in full on the date that is twelve (12) months after the date first written above (the “Maturity Date”). Notwithstanding the foregoing, the entire unpaid principal balance of this Note, plus all accrued but unpaid interest shall become immediately due and payable upon the following events:

The Maker shall, with respect to Senior Indebtedness (as defined below), (i) fail to pay any principal or interest, regardless of amount, due in respect of any such indebtedness, when and as the same shall become due and payable beyond any applicable grace period set forth in such Senior Indebtedness loan documents, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in such Senior Indebtedness loan documents if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such indebtedness to become due prior to its stated maturity;