Promissory Note between Beasley Mezzanine Holdings, LLC and Synovus Bank dated March 1, 2021

U.S. Small Business Administration

NOTE

PROMISE TO PAY:

DEFINITIONS:

PAYMENT TERMS:

CONDITIONS PRECEDENT TO FUNDING OF LOAN:

Lender has approved the request for the Loan.

Lender has received approval from SBA to fund the Loan.

AGREEMENTS:

Borrower understands and acknowledges that (i) Borrower is solely responsible for understanding the rules and guidance applicable to the Paycheck Protection Program, including the eligibility requirements contained in such rules and guidance; (ii) Borrower is solely responsible for providing accurate information to Lender; and (iii) Lender has accepted Borrower’s application for the Loan and entered into the Note in reliance on information provided by Borrower and has not verified such information, except as necessary to comply with Lender’s obligations under the Paycheck Protection Program or other federal or state law.

Borrower acknowledges that Lender and its affiliates have not and will not provide advice in connection with the Paycheck Protection Program.

Forgiveness of the Loan is only available for principal that is used for the limited purposes that qualify for forgiveness under SBA requirements, and that to obtain forgiveness, Borrower must request it and must provide documentation in accordance with the SBA requirements, and certify that the amounts Borrower is requesting to be forgiven qualify under those requirements. Borrower also understands that Borrower shall remain responsible under the Loan for any amounts not forgiven, including any interest payable on the Loan that has not been remitted by the SBA.

Forgiveness is not automatic and Borrower must request it. Borrower is not relying on Lender for its understanding of the requirements for forgiveness such as eligible expenditures, necessary records/documentation, or possible reductions due to changes in number of employees or compensation. Borrower will consult the SBA’s program materials instead.

The application for this Loan is subject to review and that Borrower may not receive the Loan. The Loan also remains subject to availability of funds under the SBA’s Paycheck Protection Program, and to the SBA issuing an SBA loan number.

DEFAULT:

Fails to do anything required by this Note or other Loan Documents;

Defaults on any other loan with Lender;

Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds;

Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

Makes, or anyone acting on their behalf makes, a materially false or misleading representation, attestation or certification to Lender or SBA;

Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;

Fails to pay any taxes when due;

Becomes the subject of a proceeding under any bankruptcy or insolvency law;

Has a receiver or liquidator appointed for any part of their business or property;

Makes an assignment for the benefit of creditors;

Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

LENDER’S RIGHTS IF THERE IS A DEFAULT:

Require immediate payment of all amounts owing under this Note;

Collect all amounts owing from any Borrower or Guarantor;

File suit and obtain judgment;

Take possession of any Collateral; or

Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement.

LENDER’S GENERAL POWERS:

Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses;

Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

Release anyone obligated to pay this Note;

Compromise, release, renew, extend or substitute any of the Collateral; and

Take any action necessary to protect the Collateral or collect amounts owing on this Note.

WHEN FEDERAL LAW APPLIES:

SUCCESSORS AND ASSIGNS:

GENERAL PROVISIONS:

All individuals and entities signing this Note are jointly and severally liable.

Borrower waives all suretyship defenses.

Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender’s liens on Collateral and further agrees to fully cooperate to correct or supplement, if necessary, in the sole discretion of Lender, any and all Loan Documents so that all Loan Documents accurately describe the Loan.

Borrower acknowledges, certifies and attests in good faith that all of the information and certifications set forth in the application for the Loan and this Note, including but not limited to Borrower’s certification that it is eligible for this Loan and will use the Loan proceeds in accordance with the statutory requirements, regulations, and guidance related to this Loan, which have been provided to Lender remain true, correct and complete.

Borrower further agrees to provide such additional instrumentation or documentation that Lender may from time to time deem to be required by the SBA or the Paycheck Protection Program.

Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

If any part of this Note is unenforceable, all other parts remain in effect.

To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale.

Lender may amend this Note as necessary to comply with changes in the law applicable to this Loan.

ELECTRONIC SIGNATURE:

STATE-SPECIFIC PROVISIONS:

BORROWER’S NAME(S) AND SIGNATURE(S):

/s/ Marie Tedesco