Promissory Note dated February 5, 2021 from the Registrant in favor of LCA Bank Corporation

Exhibit 10.2

U.S. Small Business Administration

NOTE

In return for the Loan, Borrower promises to pay to the order of Lender the Loan Amount, plus interest on the unpaid principal balance at the Interest Rate, and all other amounts required by this Note. Borrower must make all payments due under this Note from Borrower’s deposit account set forth in the ACH, Direct Deposit, and Wire Transfer Authorization Agreement entered into between Borrower and Lender of even date herewith.

Unless defined in this Section 2, capitalized terms shall have the meanings ascribed to them above.

“Act” means collectively the Coronavirus Aid, Relief, and Economic Security Act, Paycheck Protection Program Flexibility Act of 2020, and the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act.

“Deferral Period” means the period of time during which payments on this Note are deferred in accordance with the Act.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means this Note, the Loan Agreement, the Disbursement Direction, Request and Authorization, the ACH, Direct Deposit and Wire Transfer Authorization Agreement, Borrower’s Certification, and any other the documents related to this loan signed by Borrower.

“Maturity Date” means sixty (60) months from the date of this Note.

“SBA” means the Small Business Administration, an Agency of the United States of America.

The payment terms for this Note are:

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower:

Without notice or demand and without giving up any of its rights, Lender may:

Without notice and without Borrower’s consent, Lender may:

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

If the SBA is not the holder, this Note shall be governed by and construed in accordance with the laws of the State of Utah, where the main office of Lender is located, without reference to any conflicts or choice of law provisions thereof. Borrower agrees that any legal action or proceeding with respect to any of its obligations under this Note may be brought by Lender in any state or federal court located in the State of Utah, as Lender in its sole discretion may elect. Borrower submits to and accepts, generally and unconditionally, the non-exclusive jurisdiction of those courts. Borrower waives any claim that the State of Utah is not a convenient forum or the proper venue for any such suit, action or proceeding. The extension of credit that is the subject of this Note is being made by Lender in Utah.

Under this Note, Borrower includes all successors, and Lender includes its successors and assigns.

Borrower agrees to conduct business with Lender by use of electronic records and electronic signatures. Borrower’s electronic signature demonstrates Borrower’s intent that this Note be legally valid and enforceable in accordance with its terms, and Borrower’s signature shall have the same force and effect as an original signature and shall be deemed (i) to be “written” or “in writing” or an “electronic record,” (ii) to have been signed and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or “printouts,” if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form.

Borrower acknowledges and agrees that this Note is (i) not a “negotiable instrument” as defined in the applicable Uniform Commercial Code, (ii) not governed by Article 3 of the applicable Uniform Commercial Code; (iii) a “transferable record,” to the extent permitted and as defined by applicable law relating to electronic transactions. If this Note is finally interpreted by a court of law not to be a “transferable record” under applicable law, then the electronic chattel provisions of Article 9 of the applicable Uniform Commercial Code shall apply to this Note

BORROWER’S NAME AND SIGNATURE(S)

By signing below, each individual or entity becomes obligated under this Note as Borrower. BORROWER: