DEMAND PROMISSORY NOTE $8,000,000.00 April 2017 FOR VALUE RECEIVED, the undersigned, Plan D, LLC, a U.S. Virgin Islands limited liability company (the "Maker"), hereby unconditionally promises to pay to the order of BV70 LLC, a New York limited liability company with an address at do Elysium Management LLC, 445 Park Avenue, Suite 1401, New York, NY 10022 (the "Holder"), the principal amount of Eight Million Dollars ($8,000,000.00) Dollars, together with interest on the unpaid principal balance at the rate of one and eleven hundredths percent (1.11%) per annum (the "Interest Rate"), payable as hereinafter provided: The unpaid principal balance of this Note, and all accrued interest thereon, shall be due and payable within two (2) business days of written demand therefor given by the Holder to the Maker. The unpaid principal balance of this Note and all accrued interest thereon may be prepaid, in full or in part, at any time or from time to time without premium or penalty. All payments of principal and interest hereunder shall be made in lawful money of the United States, in immediately available funds at do Elysium Management LLC, 445 Park Avenue, Suite 1401, New York, NY 10022 (or at such other place as the Holder may designate in writing to the Maker). 1. Events of Default. (a) If any of the following events shall occur during the term hereof, such events shall be deemed a default by the Maker hereunder (each an "Event of Default"): (i) The Maker shall have defaulted in the payment of principal or interest under this Note as and when the same shall have become due and payable in accordance with the terms hereof; or (ii) There shall have been entered any order, judgment or decree by a court of competent jurisdiction for relief in respect of the Maker under any applicable Federal or state bankruptcy law or similar law, or appointing a receiver, assignee or trustee of all or a substantial part of the Maker's property, assets or revenue