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.) June ____ 2021

FOR VALUE RECEIVED, the undersigned (the “Maker”) promises to pay to the order of [HOLDER], at its office at [HOLDER ADDRESS], Attn: [HOLDER CONTACT] 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 ($720,000.00) 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 the 1st day of April 2021, by and among [COMPANY] (the “Company”), [HOLDER] and [COMPANY] (“ARM”) (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 and the Development Agreement (as defined below), as the case may be.

Definitions.

“Debt” of the Maker, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements, or similar arrangements entered into by the Maker providing for protection against fluctuations in interest rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Maker; (h) indebtedness set out in clauses (a) through (g) of any Person other than the Maker secured by any lien on any asset of the Maker, whether or not such indebtedness has been assumed by the Maker, and (i) indebtedness of any partnership, unlimited liability company, or unincorporated joint venture in which the Maker is a general partner, member, or a joint venturer, respectively (unless such Debt is expressly made non-recourse to the Maker).