EX-10.16





 Exhibit 10.16 

PROMISSORY NOTE 
 Note
No. 1 
  

			
	$3,000,000.00	  	September 15, 2020

 The undersigned (“Borrower”) promises to pay to the order of AVENUE VENTURE OPPORTUNITIES FUND, L.P., a
Delaware limited partnership (“Lender”), at such place as Lender may designate in writing, in lawful money of the United States of America, the principal sum of Three Million Dollars ($3,000,000.00), with interest thereon from the
date hereof until maturity, whether scheduled or accelerated, at a variable rate per annum equal to the sum of (i) the greater of (A) the Prime Rate and (B) three and one-quarters percent
(3.25%), plus (ii) eight percent (8.00%) (the “Designated Rate”), according to the payment schedule described herein, except as otherwise provided herein. In addition, on the Maturity Date, the Borrower promises to pay to the
order of Lender (i) all principal and accrued interest then remaining unpaid and (ii) the Final Payment (as defined in the Loan Agreement (as defined herein)). 

This Note is one of the Notes referred to in, and is entitled to all the benefits of, a Loan and Security Agreement, dated as of September 15, 2020,
between Borrower and Lender (as the same has been and may be amended, restated or supplemented from time to time, the “Loan Agreement”). Each capitalized term not otherwise defined herein shall have the meaning set forth in the Loan
Agreement. The Loan Agreement contains provisions for the acceleration of the maturity of this Note upon the happening of certain stated events. 

Principal of and interest on this Note shall be payable as provided under Section 2 of Part 2 of the Supplement to the Loan Agreement. 

This Note may be prepaid only as permitted under Section 2 of Part 2 of the Supplement to the Loan Agreement. 

Any unpaid payments of principal or interest on this Note shall bear interest from their respective maturities, whether scheduled or accelerated, at a rate
per annum equal to the Default Rate, compounded monthly. Borrower shall pay such interest on demand. 
 Interest, charges and fees shall be calculated for
actual days elapsed on the basis of a 360-day year, which results in higher interest, charge or fee payments than if a 365-day year were used. In no event shall Borrower
be obligated to pay interest, charges or fees at a rate in excess of the highest rate permitted by applicable law from time to time in effect. 
 If
Borrower is late in making any scheduled payment under this Note by more than five (5) days, Borrower agrees to pay a “late charge” of five percent (5%) of the installment due, but not less than fifty dollars ($50) for any one such
delinquent payment. This late charge may be charged by Lender for the purpose of defraying the expenses incidental to the handling of such delinquent amounts. Borrower acknowledges that such late charge represents a reasonable sum considering all of
the circumstances existing on the date of this Note and represents a fair and reasonable estimate of the costs that will be sustained by Lender due to the failure of Borrower to make timely payments. Borrower further agrees that proof of actual
damages would be costly and inconvenient. Such late charge shall be paid without prejudice to the right of Lender to collect any other amounts provided to be paid or to declare a default under this Note or any of the other Loan Documents or from
exercising any other rights and remedies of Lender. 

  
 1 













 [Signature page to Promissory Note] 

This Note shall be governed by, and construed in accordance with, the laws of the State of California, excluding those laws that direct the application of the
laws of another jurisdiction. 
  

			
	RANI THERAPEUTICS, LLC
		
	By:	 	/s/ Svai Sanford
	Name:	 	Svai Sanford
	Its:	 	Chief Financial Officer