Exhibit
10.14


 


PROMISSORY
NOTE


 


	$300,000	 	March
    14, 2022
	 	 	Bellevue,
    Washington


 


For
value received, EMulate Therapeutics, Inc., a Washington corporation (the “Debtor”) promises to pay to Nancy
S. Nordhoff (the “Holder”), the principal sum of Three Hundred Thousand Dollars ($300,000.00), together with
interest accrued thereon. This promissory note (the “Note”) is subject to the following terms and conditions.


 


	1.	Calculation
    and Payment of Principal and Interest


 


	 	1.1	Calculation
    and Payment of Interest


 


Interest
on the unpaid principal balance of this Note shall begin to accrue commencing on March 14, 2022, and shall be due and payable on the
date on which the Principal under this Note is paid in full. Interest shall accrue at a rate equal to ten percent (10%) per annum, calculated
based on a 365-day year and the actual number of days elapsed.


 


	 	1.2	Payment
    of Principal


 


Principal
under this Note shall be due and payable upon demand by the Holder; provided, however, that the Holder shall not demand payment of all
or any portion of such principal at any time before the later to occur of (a) July 15, 2022, or (b) the date by which the Debtor completes
a transaction for the purchase of its equity or debt securities for cash with the principal purpose of raising capital in an amount not
less than $2,500,000.


 


	 	1.3	Prepayment


 


Notwithstanding
any other provision of this Note to the contrary, the Debtor may, without premium or penalty, prepay all or any portion of the amount
due under this Note at any time.


 


	2.	Form
    and Place of Payment


 


All
payments shall be made in lawful money of the United States of America by check or wire transfer at such place and to such account, if
applicable, as the Holder hereof may from time to time designate in writing to the Debtor.


 




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	3.	Default


 


The
Debtor shall be in default of this Note if the Debtor fails to make any payment required under this Note when due for five (5) business
days after the Holder gives the Debtor, pursuant to the terms of this Note, written notice demanding such payment (the “Default”).
Upon the occurrence of a Default, the Holder may declare the entire unpaid principal amount, together with any interest accrued thereon,
immediately due and payable in full. The Holder may exercise, in such order she chooses, any and all available remedies respecting such
Default, whether arising under this Note or otherwise arising at law or in equity, without waiver of any other right or remedy.


 


Except
if and to the extent prohibited by the federal bankruptcy code (the “Bankruptcy Code”) or other applicable
law, in the event that a trustee or receiver should be appointed for the property of the Debtor or if the Debtor (i) voluntarily files
a petition under the federal Bankruptcy Code, as amended from time to time, or under any similar or successor federal statute relating
to bankruptcy, insolvency, arrangements or reorganizations, or under any state bankruptcy or insolvency act, (ii) files an answer in
an involuntary proceeding admitting the Debtor’s insolvency or inability to pay debts, (iii) is adjudged bankrupt, or (iv) makes
an assignment for the benefit of the Debtor’s creditors, or if there is an attachment, receivership, execution or other judicial
seizure, the Holder may, at the Holder’s option and without limitation of any other rights which the Holder may have under this
Note or at law or in equity, declare all of the sums secured by this Note, together with any interest accrued thereon, to be immediately
due and payable without prior notice to the Debtor, and the Holder may invoke any remedies permitted by this Note or available at law
or in equity.


 


	4.	Miscellaneous


 


	 	4.1	Remedies


 


Debtor
hereby waives notice, presentment, protest and notice of dishonor.


 


	 	4.2	Assignment;
    Successors and Assigns


 


This
Note may not be assigned, negotiated or otherwise transferred by the Holder (whether voluntarily, by operation of law, or otherwise),
in whole or in part, without the prior written consent of the Debtor. Subject to the foregoing, the terms and conditions of this Note
shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.


 




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	 	4.3	Severability


 


If
one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note,
and the balance of this Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its
terms.


 


	 	4.4	Governing
    Law


 


This
Note shall be governed by and construed under the laws of the state of Washington as applied to agreements between Washington residents,
entered into and to be performed entirely within the state of Washington, without giving effect to principles of conflict of laws. The
parties irrevocably consent to the jurisdiction and venue of the state and federal courts located in King County, Washington, in connection
with any action relating to this Note.


 


	 	4.5	Amendments


 


Any
term of this Note may be amended only with the written consent of the Debtor and the Holder. No waiver or modification of this Note shall
be effective unless it is express, in writing and signed by the party against whom enforcement of the waiver or modification is sought.
Any amendment or waiver effected in accordance with this Section 4.5 shall be binding upon the Debtor, the Holder and each transferee
of the Note. The failure of the Holder to exercise any of her rights and remedies hereunder shall not constitute a waiver of the right
to exercise the same at any subsequent time in respect of the same event or any other event. The acceptance by Holder of any payment
hereunder which is less than payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver
of the right to exercise any of her rights and remedies hereunder at that time or at any subsequent time or nullify any prior exercise
of any such rights and remedies without the express written consent of the Holder.


 


		4.6.	Notices



 


Any
notice required or permitted by this Note shall be given in writing and shall be deemed effectively given (a) upon personal delivery
to the party to be notified, (b) upon confirmation of receipt by fax by the party to be notified, (c) one business day after deposit
with a reputable overnight courier, prepaid for overnight delivery and addressed as set forth in (d) or (d) three days after deposit
with the United States Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party
to be notified at the address indicated below, or at such other address as such party may designate by 10 days’ advance written
notice to the other party given in the foregoing manner.


 




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	 	Address of Debtor:	EMulate Therapeutics, Inc.

13810 SE Eastgate Way

Suite 560

Bellevue, WA 98005




 


	 	Address of Holder:	Nancy S. Nordhoff

P.O. Box 306

Langley, WA 98260




 


	 	4.7	Attorneys’
    Fees


 


If
action is instituted to collect on this Note, the Debtor promises to pay all costs and expenses, including, without limitation, reasonable
attorney’s fees, incurred in connection with such action.


 


	 	4.8	Oral
    Agreements or Commitments


 


ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER
WASHINGTON LAW.


 


	 	DEBTOR:
	 	 	 
	 	EMulate
    Therapeutics, Inc.
	 	 	 
	 	 	 

	 	By:	
	 	Name:	Chris
    E. Rivera
	 	Title:	President
    and CEO


 


	HOLDER:	 
	 	 
	Nancy
    S. Nordhoff	 
	 	 
	 	 
	Nancy
    S. Nordhoff	 


 


PROMISSORY
NOTE/EMULATE THERAPEUTICS, INC./NANCY S. NORDHOFF/March 14, 2022


 




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