Exhibit 10.27


 


PROMISSORY NOTE


 


	


$2,630,000.00 


	September 10, 2021
	 	New York, NY









 


FOR VALUE RECEIVED,
Clearday, Inc., a Delaware corporation which was formerly known as Superconductor Technologies Inc. (along with its subsidiaries, “Borrower”),
promises to pay to A.G.P./Alliance Global Partners (“Lender”), the principal sum first set forth above (the
“Loan Amount”) at Lender’s office, or at such other place as Lender may from time to time designate in
writing, in lawful money of the United States, together with all accrued interest thereon as provided in this Promissory Note (this “Note”),
and all other amounts due and payable under this Note, as they may be amended, restated, supplemented, or otherwise modified from time
to time in accordance with their terms. This Note is issued further to the terms and conditions of that that certain Advisory Agreement
dated July 25, 2019 by and between Lender and AIU Alternative Care, Inc., an acronym of Borrower, as amended by an Addendum to Advisory
Agreement dated as of November 1, 2019 (the “Advisory Agreement”); capitalized terms not otherwise defined herein
shall have the same meaning as defined in the Advisory Agreement and is payment for the services under the Advisory Agreement as of the
date of this Note.


 


1. Acknowledgement
of Obligations. The Borrower has effected a merger further to an Agreement and Plan of Merger (as amended from time to time, the “Merger
Agreement”) by and among Superconductor Technologies Inc. (“Superconductor”), AIU Special Merger
Company, Inc., a Delaware corporation and wholly-owned subsidiary of Superconductor (“Merger Sub”), and Allied
Integral United, Inc., a Delaware corporation that conducts its business under the trade name Clearday (“AIU”)
further to which Merger Sub merged with and into AIU, with AIU continuing as a wholly-owned subsidiary of Superconductor, further to which
AIU is currently required to have paid Lender an aggregate fee that is equal to the Loan Amount (the “Deferred Fee Amount”).
Borrower hereby acknowledges, confirms and agrees that as of the date hereof, Borrower is indebted to Lender under the Advisory Agreement
in an amount equal to the Deferred Fee Amount, plus any other fees, costs, expenses and other charges now or hereafter payable under the
Advisory Agreement, notwithstanding that the Advisory Agreement was executed by AIU Alternative Care, Inc. (collectively, the “Obligations”)
and such Obligations are unconditionally owed by Borrower to Lender, without offset, defense or counterclaim of any kind, nature or description
whatsoever. Superconductor hereby assumes the Obligations of AIU Alternative Care, Inc. and AIU under the Advisory Agreement and the Lender,
as party to the Advisory Agreement, permits the full assignment of all rights of AIU Alternative Care, Inc. and AIU under the Advisory
Agreement to Superconductor.


 




    	 



     


    

 


2. Interest.
Except as otherwise provided in this Note, the outstanding Loan Amount shall accrue interest at a rate per annum equal to two percent
(2%) (the “Interest Rate”) from the Initial Payment Date (as defined below) until the entire Loan Amount, all
accrued and unpaid interest thereon, and all other amounts and indebtedness payable under this Note, are paid in full, whether at maturity,
upon acceleration, by prepayment, or otherwise.


 


3. Computation
of Interest. All computations of interest shall be made on the basis of the actual number of days elapsed in a year of 365 days. Interest
shall commence to accrue on the Loan Amount on the Initial Payment Date, and shall not accrue on the Loan Amount on the day on which it
is paid if payment is made to Lender prior to 12:00 p.m. Pacific time. Any payment of principal on this Note after 12:00 p.m. Pacific
time on any Business Day shall be credited against this Note on the next Business Day and interest will continue to accrue until so credited.
As used herein, “Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks
in New York, New York are authorized or required by law to close.


 


4. Scheduled Payments and Due Date.


 


4.1 The Borrower will make payments as provided
in this Section 4:


 


4.2 On or prior to
October 8, 2021 (the “Initial Payment Date”), the Borrower shall make a payment of $60,000 against amounts due
under this Note.


 


4.3 From
and after the Initial Payment Date, monthly payments of $30,000 shall be made on the 8th calendar day of each subsequent month.


 


4.4 On the earlier of (i)
the date that is one year from the Initial Payment Date (the “Maturity Date”) and (ii) the date on which all
amounts under the Note shall become due and payable pursuant to Section 8, the aggregate amount of the then outstanding and unpaid Loan
Amount, together with all accrued and unpaid interest thereon, shall become immediately due and payable in full.


 


5. Prepayments.
Borrower may make voluntary prepayments of the principal balance of this Note, in full at any time or in part from time to time, without
premium or penalty; provided, however, that Borrower shall be required to prepay the then outstanding principal balance of this Note with
50% of the net proceeds (which shall be deemed gross proceeds minus direct selling costs, expenses and commissions) received, directly
or indirectly, by Borrower and/or its subsidiaries from the issuance of any equity or equity-linked financing (including convertible debt),
less any selling commissions.


 


6. Application
of Payment. All payments made hereunder shall be applied : first,
to the payment of any fees or charges outstanding hereunder and/or under the Advisory Agreement (that have not been paid by this Note)
as determined by Lender in its sole discretion; second, to accrued interest at the Interest Rate or the Default Rate, as applicable; and
third, to the payment of the principal amount outstanding under this Note. However, after
an Event of Default, all payments made hereunder may be applied by Lender in such order, priority and in such proportion as Lender shall
elect in its sole discretion. No amount repaid hereunder may be re-borrowed.


 


7. Default Interest.
If any amount payable under this Note is not paid when due (without regard to any applicable grace periods), whether at the stated maturity,
by acceleration or otherwise, the outstanding Loan Amount of this Note shall bear interest at the Interest Rate plus 5% (the “Default
Rate”) from the date payment was due until such delinquent payment is paid in full. Borrower acknowledges that it would
be extremely difficult or impracticable to determine Lender’s actual damages resulting from any late payment or default, and such
interest at the Default Rate is a reasonable estimate of those damages and does not constitute a penalty.


 




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8. Events of Default.
The occurrence of any of the following events shall constitute an event of default (an “Event of Default”) under
this Note:


 


8.1 Failure to Pay.
Borrower fails to pay any principal amount, interest or any other amount when due under this Note.


 


8.2 Default Under
any A.G.P. Agreement. Borrower fails to perform any other obligation set forth in this Note or the Advisory Agreement beyond the expiration
of all applicable notice and grace periods.


 


8.3 Assignment
for the Benefit of Creditors. Borrower makes an assignment for the benefit of creditors, or generally fails to pay its debts as they
become due and such failure continues after the applicable grace period, if any, specified
in the agreement or instrument relating to such indebtedness.


 


8.4 Bankruptcy. (i)
Borrower commences any case, proceeding, petition, or other action seeking appointment of a receiver, liquidator or trustee for Borrower
or for all or substantially all of Borrower’s assets; (ii) Borrower is adjudicated as bankrupt or insolvent; (iii) any petition
for bankruptcy, reorganization or other arrangement pursuant to federal bankruptcy law, or any similar federal or state law, is filed
by or against, consented to, or acquiesced in by, Borrower; or (iv) any proceeding for the dissolution or liquidation of Borrower is instituted;
provided, however, that if such appointment, adjudication, petition or proceeding (each, a “Bankruptcy Action”)
was involuntary and not consented to by Borrower, then no Event of Default will be deemed to have occurred if such Bankruptcy Action is
discharged, stayed or dismissed within 60 days.


 


9. Remedies.
Upon the occurrence of an Event of Default and at any time thereafter and during the continuance of such Event of Default, (i) the parties
expressly understand and agree that the Deferred Fee Amount shall not be in any way reduced (other than by the Initial Payment) or subject
to this Note and the entire unpaid balance on the Deferred Fee Amount shall then again become immediately due and payable and (ii) the
Lender may exercise any or all of its rights, powers, or remedies under the Advisory Agreement or applicable law or available in equity.
The remedies of Lender, as provided in this Note and the Advisory Agreement, shall be cumulative and concurrent and may be pursued singly,
successively, or together, at the sole discretion of Lender, and may be exercised as often as occasion therefor shall occur; and the failure
to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.


 


10. No Waiver.
No failure to exercise and no delay in exercising on the part offender, of any right, remedy, power, or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power, or privilege. No waiver by Lender of any of its rights or
of any such breach, default, or failure of condition shall be effective, unless the waiver is expressly stated in a writing signed by
Lender.


 




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11. Waivers. Borrower
hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of intent to accelerate,
notice of acceleration of maturity, and diligence in connection with the enforcement of this Note or the taking of any action to collect
sums owing hereunder. Borrower hereby further waives and renounces, to the fullest extent permitted by law, all rights to the benefits
of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement,
exemption, and homestead now or hereafter provided by the laws of the United States of America and of each state thereof, both as to itself
and in and to all of its property, real and personal, against the enforcement and collection of the obligations evidenced by this Note
or the Advisory Agreement.


 


12. Expenses. Borrower
shall reimburse Lender on demand for all out-of-pocket costs, expenses, and fees (including expenses and fees of its counsel) incurred
by Lender in connection with the collection of this Note and the enforcement of Lender’s rights hereunder and thereunder.


 


13. Governing Law.
This Note and any claim, controversy, dispute, or cause of action (whether in contract, equity, tort, or otherwise) based upon, arising
out of, or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of New York without
giving effect to its principles of choice of law or conflicts of law.


 


14. Jurisdiction and Venue.


 


14.1 Borrower hereby irrevocably
and unconditionally: (a) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in state
or federal courts located in the County of New York, State of New York; and (b) submits to the jurisdiction of any such court in any such
action, suit, or proceeding. Final judgment against Borrower in any action, suit, or proceeding shall be conclusive and may be enforced
in any other jurisdiction by suit on the judgment.


 


14.2 Borrower irrevocably and
unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the
laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 14.1 and the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


15. WAIVER OF
JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE, THE ACKNOWLEDGEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY WHETHER BASED ON CONTRACT, EQUITY, TORT, OR ANY OTHER THEORY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN BY BORROWER,
KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.


 


16. Miscellaneous.


 


16.1 Time of Essence.
Time shall be of the essence with respect to all of Borrower’s obligations under this Note.


 




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16.2 Integration.
This Note and the documents described herein constitute the entire understanding of Borrower and Lender with respect to the matters discussed
herein, and supersede all prior and contemporaneous discussions, agreements, and representations, whether oral or written. This Note may
only be modified in a writing signed by Lender, or its loan servicing agent, and Borrower.


 


16.3 Severability.
If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.


 


16.4 Successors
and Assigns. This Note may be assigned or transferred, in whole or in part, by Lender to any person at any time without notice to
or the consent of Borrower. Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent
of Lender. This Note shall inure to the benefit of and be binding upon the parties hereto and their permitted assigns.


 


16.5 Sale of Note.
Lender shall have the absolute and unrestricted right at any time or from time to time, and without notice to or consent by Borrower,
any guarantor, or any other person, to sell or assign all or any portion of this Note, and/or may grant or sell participation interests
therein, to one or more persons. Borrower shall, and shall cause any guarantor and indemnitor to, execute, acknowledge, and deliver any
and all instruments reasonably requested by Lender to satisfy any purchaser or participant that the unpaid indebtedness evidenced by this
Note is outstanding and payable without defense, offset, or counterclaim of any kind on the terms and provisions set out in this Note
and the Acknowledgement Agreement. Such assignee(s) or participant(s) shall have the rights and benefits with respect to this Note as
such assignee(s) or participant(s) would have if they were the Lender originally named in this Note.


 


16.6 Notice. All
notices required or permitted by this Note shall be in writing and shall be deemed to have been duly given when delivered against receipt,
or when deposited in the United States mail, registered mail, postage pre-paid, return receipt requested, addressed to Borrower at 8800
Village Drive, 2nd Floor, San Antonio, Texas 78217, and the Lender at 590 Madison Ave 28th Floor, New York, NY 10022. Either party may
change the address to which notices are to be sent by giving notice of such change of address in conformity with the foregoing provisions


 




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