U.S. BANK® SBA PAYROLL PROTECTION LOAN

U.S. BANK® SBA PAYROLL PROTECTION LOAN





I. Loan ("Loan"). FOR VALUE RECEIVED, the undersigned borrower ("Borrower") promises to pay to the order of U.S. Bank Nationa Association  (the "Bank"),  the  principal  sum  of   $6,282,973.00(the "Loan Amount"), in accordance with the tenns of this U.S. Bank® SBA Payroll Protection Loan (this "Agreement").

I.I    SBA Guaranty. In response to the Covid-19 pandemic the U.S.  Congress  has passed  the CARES  Act ("Act")  which  among other things, includes amending Section 7(a) ofthe S ma!I Business Act (15 U.S.C. 636(a)) to provide for this short-term SBA lending program between February 15, 2020 to June 30, 2020 (the "Covered Period") for payroll protection of small businesses, nonprofit organiwtions, veterans organiwtions, or tribal business entities (the "Program"). The Loan evidenced by this Agreement is guaranteed  by the  U.S. Small Business Administration (" SBA"), infonnation regarding  which  can  be  obtained  from  the  SBA  directly  or  at  its  website: www sba.gov.   Under this Program,  if the proceeds  of this Loan were  used by the  Borrower  for eligible expenses  as defined  in Section

1102 of the Act to include payroll costs, continuation ofheath care benefits, employee salaries,  mortgage  interest,  rent,  utilities, balances on SBA Economic Injury Disaster Loans ("EIDL") and interest on other outstanding debt incurred prior to February 15, 2020 ("Eligible Expenses"), then Borrower may apply for loan forgiveness of all Eligible Expenses  excluding  interest  on outstanding  non-mortgage debt, and existing EIDL balances not used for lorgivable purposes ("Forgivable Expenses")fom the SBA as outlined below. Upon Borrower certification of the amount of Loan proceeds used to pay Forgivable Expenses, such expenses will be forgiven as a principal payment on the Borrower's Loan. The remaining Loan balance,  ifany, will  be re-amortized  and paid  by the  Borrower as detailed  further in this Agreement.  It is  a condition  of making this  Loan that the SBA accept  the  Loan.  In no event shall  the  interest rate, fees  or other

charges under this Agreement exceed the maximum  rate or amounts pennitted  for  the  SBA  Loan  Program  or any other maximum rates of interest imposed by applicable law. This Loan is only available to Borrowers that have their principal place of business in the United States. To the extent :feasible, Borrower agrees to purchase only American-made equipment and products with the proceeds of this Loan. The SBA Guaranty does not allect the liability of the Borrower under this Agreement.

("Defe_.a.J  P.e..-iod") and  on. the  n11.1.c dntc nf ollc-h co11.gccutivl' 11,01i.th thcrcnifor (l''lCl'pt thnt if  n  nive-n month doei::: not   hgve, guch

a date, the last day of such month), plus a final payment equal to all unpaid principal and accrued interest on l  04/23/2022 J, the maturity date.  Installment payment  amounts will  be re-amortized  after  the Delerral   Period and  partial  loan forgiveness  credit  is

applied, at such time an updated Payment Schedule will be provided to Borrower. There is no penalty for  Borrowers  who pay off their Loan early.





1,5 Automatic Payments. If this box is checked, then at all times that this Agreement is in ellect, Borrower hereby authorizes the Bank to

automatically deduct the amount of all payments required under this Agreement from:

Borrower's  business deposit account number held  with the Bank.



☐ Borrower's  business deposit account  held at (Financial Institution) with Account Number

____________________ and Routing Number____________________

This account is the "Payment Source Account." If there are insufficient funds in the Payment Source Account to pay the required payment, Borrower agrees to pay all lees on the Payment Source Account, which result from the automatic deductions, including any overdral!/NSF charges and any returned payment lee. If for any reason the Bank does not charge the  Payment  Source Account  lor payment, or ifan automatic payment from the Payment Source Account is reversed, the  payment is still due according to this Agreement. The number of withdrawals from the Payment Source  Account  may  be limited, as set out in the customer  agreement  Jor  that account. The Bank may cancel the automatic payment deduction from the Payment Source Account at any time in its discretion.









1.6 Calculation of Interest and Maximum Rate. Interest will be computed tor the actual number of days principal is unpaid, using a daily Jactor obtained by dividing the stated interest rate by 360. In no event will the interest rate hereunder exceed that pennitted by applicable law. If any interest or other charge is finally detennined by a court of competent jurisdiction to exceed the maximum amount pennitted by law, the interest or charge shall be reduced to the maximum pennitted by law, and the Bank may credit any excess amount previously collected against the balance due or reJund the amount to Borrower.

l. 7 Late Payment Fee. Subject to applicable law, if any payment is not made on or belore its due date, the Bank may collect a delinquency charge of $15.00 or 5% oft he delinquent amount, whichever is less; provided, however, that if any portion of the Loan evidenced by this Agreement has been guaranteed by the U.S. Small Business Administration, the late Jee shall not exceed 5% of the delinquent amount. Collection of the late payment Jee shall not be deemed to be a waiver of the Bank's right to declare a deJault hereunder.

(5) days alter the same becomes due; or (ii) any principal amount of this Agreement when due.





3.S. Judgment . Any judgment shall be obtained against Borrower, which, together with all other outstanding unsatisfied judgments against Borrower, shall exceed the sum of $10,000 and shall remain unvacated, unbonded or unstayed Jar a period of thirty (30) days fullowing the date of entry thereof

3.6. Inability to Perform; Bankruptcy/Insolvency. (i) The Borrower shall die or cease to exist, or (ii) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit of creditors, shall be commenced under any tederal or state law by or against Borrower; or (iii)Borrower shall become the subject of any out-ot=court settlement with its creditors; or(v) Borrower is unable or admits in writing its inability to pay its debts as they mature.

3.7 Adverse Change; Insecurity. (i) There is a material adverse change in the Borrower's business. properties, financial condition or affairs.



S. l Waiver by the Bank. The Bank may pennit Borrower to attempt to remedy any detault without waiving its rights and remedies hereunder, and the Bank may waive any detault without waiving any  other subsequent  or prior detault  by Borrower.  Furthennore,  delay on the part of the Bank in exercising any right, power or privilege hereunder or at law shall not operate as a waiver thereof nor shall  any single or partial exercise of such right, power or privilege preclude other exercise thereof or the exercise ofany other right, power or privilege. No waiver or suspension shall be deemed to have occurred unless the Bank has expressly agreed in writing specifying such waiver or suspension.





p1occcdino;;; UE"in:,t Borrower in the coi-npclcnt court::, of' uny other jw·isJidion 01- jurisdictions. Thi A5rccn--1cnl, und uny urncn<ln1.cnl hcrclo

(regardless of when executed) will bedeemed eflective and accepted only upon the Bank's receipt of the executed originals thereof If there is more than one Borrower, the liability of Borrowers shall be joint and several, and the reference to "Borrower" shall be deemed to reler to all Borrowers. When SBA is the holder, this Note will be interpreted and enfurced under Federal law, including SBA regulations.  The  Bank or SBA may use state or local procedures for filing papers, giving notice, 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 Loan, Borrower may not claim or assert against SBA any local or state law to deny any obligation, dcJeat any claim of SBA, or preempt Jederal law.

IO. Copies; Entire Agreement; Modification. The Borrower hereby acknowledges the receipt ofa copy of this Agreement.  IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SIIOllLD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING AND EXPRESSING CONSIDERATION ARE ENFORCEABLE. NO OTHER TERMS  OR  ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. THE TERMS OF THIS AGREEMENT MAY ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT. THIS NOTICE SHALL ALSO BE EFFECTIVE WITH RESPECT TO ALL OTHER CREDIT AGREEMENTS NOW IN EFFECT  BETWEEN  BORROWER  AND THE BANK. A MODIFICATION OF ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN BORROWER AND





THE BANK, WHICH OCCURS AI<TER RECEIPT BY BORROWER OF THIS NOTICE, MAY BE MADE ONLY BY ANOTHER WRITTEN INSTRUMENT. ORAL OR IMPLIED MODIFICATIONS TO SUCH CREDIT AGREEMENTS ARE NOT ENFORCEABLE AND SHOULD NOT BE RELIED UPON.

II. Waiver of .Jury Trial. TO THE EXTENT PERMITTED BY LAW, BORROWER AND BANK HEREBY .JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY .JURY IN ANY ACTION OR PROCEEDING RELATING TO ANY OF THE LOAN DOCllMENTS, THE OBLIGATIONS THEREUNDER, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER AND BANK EACH REPRESENTS TO THE OTHER THAT TIIIS WAIVER IS KNOWINGLY, WILLINGLY, AND VOLUNTARILY GIVEN.

12. Attachments. All documents attached hereto, including any appendices, schedules, riders, and exhibits to this Loan Note are hereby expressly incorporated by refaence.





IMPORTANT INFORMATION

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding

of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record  information  that identifies each person who opens an account What this means for you: \Vhen you open an account,  we  will ask  for  your name,  address, date of birth and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

CELLULAR PHONE CONTACT POLICY: By providing Bank with a telephone number for a cellular phone or other wireless device, each Borrower expressly consents to receiving communications - including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system - from Bank(including its affiliates and agents) at that number. This express consent applies to each such telephone number provided to Bank now or in the future and permits such calls regardless of their purpose. Calls and messages may incur access fees from a cellular provider.

We may repot1 information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your personal credit report

MISSOURI NOTICE: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WIIICH IT IS BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS AGREEMENT, ANY GUARANTY AND ANY OTHER RELATED DOCUMENT WHICH IS THE COMPLEfE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BEfWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

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

NEBRASKA NOTICE: A CREDIT AGREEMENT MUST BE IN WRITING TO BE ENFORCEABLE UNDER NEBRASKA LAW. TO PROTECT BORROWERAND LENDER FROM MISUNDERSTANDINGS

OR   DISAPPOINTMENTS,  ANY CONTRACT,  PROMISE,  UNDER  TAKING  OR  OFFER  TO FORBEAR

REPAYMENT OF MONEY OR TO MAKE ANY OTHER FINANCIAL ACCOMMODATION IN CONNECTION WITH THIS LOAN OF MONEY OR GRANT OR EXTENSION OF CREDIT, OR ANY AMENDMENT OF, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION FOR ANY OR ALL OF THE TERMS ORPROVISIONSOFANYINSTRUMENT ORDOCUMENT EXECUTED IN CONNECTION WITH THIS LOAN OR MONEY OR GRANT OR EXTENSION OF CREDIT MUST BE IN WRITING TO BE EFFECTIVE.

OREGON NOTICE: UNDER OREGON LAW, MOST AGREEMENTS, PROMISES,  AND COMMITMENTS MADE BY LENDER AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS THAT ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES,OR SECURED SOLELY BY THE BORROWER'S RESIDENCE, MUST BE IN WRITING, EXPRESS

CONSIDERATION AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.









SIGNATURE



By s  ig ning this Agreement ,  each person ("  S ig ner "  ),  in d i v i dua l l y  and on behal  r  or Bor rower,  requests the Loan from the Bank.  Eac h Signer is

au thori zed to sign on behal r of Borrower and  wil l  provide  business  resolutions  to the  Bank  upon  reque s  t.  Each Signer  has  read  and  agrees  to all appl  ic abl  e  prov isio  ns.  Each  Signer authorizes  the  Bank  to  (I)  obtain credit  records  and  other credit  and  employment  infom1ation  about  the Signers persona ll y  and the Borrower (now and in the future) ,  in clud in g  from s  tate and federal tax authorit ies,  fa decid in g  whether to approve the requested Loan and  for  later periodic account  review  and col l  e ction  purposes ,  and (2)  f urn is  h  i  n fonn atio n  about  the Borrower  to credit  bureaus, ot her S ig ners,  and other persons who claim to be authorized by  the Borrower to  receive such i n fonn atio n.  The Borrower and each S ig  ner

guaranty that all infomiation in th is  Agreement is  correct  and  agree  to  noti  ly  the Bank  if any  infom,ation  changes.  Al l  Loan  proceeds  shall be use d  on l y  for bus  i ness  purposes gene rally,  and for the specific purpose s  desc ri bed in th is  Agreement.