Exhibit
10.2


 


AMENDED
AND RESTATED REVOLVING CREDIT LOAN NOTE


 


$1,500,000.00


 


Due
Date: The earlier of Demand or


April
4, 2018


Dated: April 3, 2017


 


FOR
VALUE RECEIVED, the undersigned (whether one or more in number, “Borrower”, and if two or more in number,
shall be jointly and severally bound), promises to pay to the order of MACKINAC COMMERCIAL CREDIT ABL DIVISION OF MBANK,
a Michigan banking corporation and successor in interest to Mackinac Commercial Credit, LLC, a Michigan limited liability company
(the “Lender”), at its office at 840 W. Long Lake Road, Troy, Michigan 48098, or at such other place as Lender
may designate in writing, the principal sum of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00), or such lesser
sum as shall have been advanced (each an “Advance”) by Lender to Borrower pursuant to that certain Loan and
Security Agreement dated as of April 4, 2014 between Borrower and Lender (which, together with all amendments and modifications
thereof, is hereinafter referred to as the “Loan Agreement”), plus interest as hereinafter provided, all lawful
money of the United States of America, in accordance with the terms hereof. Capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Loan Agreement.


 


The
unpaid principal balance of this Amended and Restated Revolving Credit Loan Note (the “Note”) shall bear interest
computed upon the basis of a year of 360 days for the actual number of days elapsed in a month, at a rate of interest (the “Effective
Rate”) which is equal to three percent (3.0%) above the Prime Rate (hereinafter defined), as such rate shall vary from
time to time, upwards and downwards, and each such Prime Rate change shall cause an identical change in the Effective Rate to
occur effective immediately. “Prime Rate” shall mean the U.S. prime rate of interest as published in the Money
and Investing Section of the Wall Street Journal (or other comparable publication if the Wall Street Journal is no longer being
published, as determined by the Lender). The Prime Rate is not necessarily the lowest rate of interest which may be available
from the Lender on fluctuating rate loans.


 


Interest
on all principal amounts advanced by Lender from time to time and unpaid by Borrower shall be paid on the first (1st) day of the
month following the initial Advance under this Note, and on the same day of each month thereafter until the Due Date, upon which
date the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, shall be due and payable
in full. Borrower shall pay to Lender a late charge of five percent (5.0%) of any monthly payment not received by Lender within
ten (10) calendar days after said payment is due, which late charge shall be payable on the next monthly payment date or on Demand.
In addition to the foregoing, Borrower shall pay to Lender on the first (1st) day of each month with respect to the prior calendar
month or portion thereof, the amount, if any, necessary to pay the fees as set forth in the Loan Agreement.


 


Advances
of principal, repayment, and readvances may be made under this Note from time to time, upon the terms set forth in the Loan Agreement
and said Loan Agreement is incorporated herein by reference. Mandatory repayments of principal before the Due Date shall be made
by Borrower to Lender pursuant to the Loan Agreement. If, prior to the Due Date, Borrower pays the balance of the Note after Demand
or terminates the Loan, whether voluntarily or involuntarily, Borrower shall pay to Lender as liquidated damages and as compensation
for the costs of being prepared to make funds available under the Loan Agreement, a termination fee as set forth in the Loan Agreement.


 


All
Advances made hereunder shall be charged to the Loan Account in Borrower’s name on Lender’s books, and Lender shall
debit to such account the amount of each Advance made to, and credit to such account the amount of each repayment made by Borrower.
Lender shall furnish Borrower with a monthly statement of Borrower’s Loan Account, which statement shall be deemed to be
correct, accepted by, and binding upon Borrower, unless Lender receives a written statement of exceptions from Borrower within
thirty ( 30) days after such statement has been furnished. Borrower expressly assumes all risks of loss or delay in the delivery
of any payments made by mail, and no course of conduct or dealing shall affect Borrower’s assumption of these risks.


 




    	 



    	 



    

 


Upon
the Due Date, which Borrower acknowledges may be upon Demand, Lender, without prior notice to Borrower, may declare the entire
unpaid principal balance of this Note and all accrued interest, together with all other indebtedness of Borrower to Lender, to
be immediately due and payable. Upon the occurrence of any Default specified in the Loan Agreement, or on Demand, among other
remedies set forth in the Loan Agreement, the unpaid principal balance of this Note shall bear interest at a rate which is five
percent (5.0%) greater than the Effective Rate otherwise applicable. After Default or Demand, Lender may apply its own indebtedness
or liability to Borrower to any indebtedness due under this Note. Borrower agrees to pay all of the Lender’s costs incurred
in the collection of this Note as provided in the Loan Agreement. Upon the occurrence of a Default, Lender may exercise all rights
and remedies as set forth in the Loan Agreement (such rights and remedies being incorporated in this Note by this reference as
though fully set forth herein) and applicable law.


 


Acceptance
by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only. Upon any Default
or Demand, neither the failure of the Lender promptly to exercise its right to declare the outstanding principal and accrued unpaid
interest hereunder to be immediately due and payable, nor the failure of the Lender to demand strict performance of any other
obligation of the Borrower or any other person who may be liable hereunder, shall constitute a waiver of any such rights, nor
a waiver of such rights in connection with any future default on the part of the Borrower or any other person who may be liable
hereunder.


 


Borrower
acknowledges that no Default is necessary for Lender to make Demand. 


 


Borrower
and all endorsees, sureties and guarantors hereof hereby jointly and severally waive presentment for payment, demand, notice of
non-payment, notice of protest or protest of this Note, and Lender diligence in collection or bringing suit, and do hereby consent
to any and all extensions of time, renewals, waivers or modifications as may be granted by Lender with respect to payment or any
other provisions of this Note, and to the release of any collateral or any part thereof, with or without substitution. The liability
of Borrower under this Note shall be absolute and unconditional, without regard to the liability of any other party. This Note
and all rights and obligations hereunder shall be governed by the laws of the State of Michigan.


 


In
no event whatsoever shall the interest rate and other charges charged hereunder exceed the highest rate permissible under any
law which a court of competent jurisdiction shall, in the final determination, deem applicable hereto. In the event that a court
determines that Lender has received interest or other charges hereunder in excess of the highest rate applicable hereto, Lender
shall either, in its sole discretion, promptly apply such amounts to the principal due hereunder or refund such amount to Borrower
and the provisions herein shall be deemed amended to provide for such permissible rate.


 


BORROWER
ACKNOWLEDGES THAT ITS LEGAL COUNSEL HAS ADVISED IT THAT (A) THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION
WITH ANY CLAIM, DISPUTE OR LAWSUIT ARISING OUT OF THIS NOTE, AND (B) SUCH CONSTITUTIONAL RIGHT MAY BE WAIVED. AFTER CONSULTATION
WITH ITS COUNSEL OF CHOICE (OR OPPORTUNITY TO CONSULT), WHICH HAS INCLUDED ITS COUNSEL’S REVIEW OF THIS NOTE, BORROWER BELIEVES
THAT IT IS IN ITS BEST INTEREST IN THIS COMMERCIAL TRANSACTION TO WAIVE SUCH RIGHT. ACCORDINGLY, BORROWER HEREBY WAIVES ITS RIGHT
TO A JURY TRIAL AND FURTHER AGREES THAT THE BEST FORUM FOR HEARING ANY CLAIM, DISPUTE OR LAWSUIT, IF ANY, ARISING IN CONNECTION
WITH THIS NOTE OR ITS RELATIONSHIP WITH LENDER, SHALL BE A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY.


 


This
Note constitutes a complete amendment and restatement, without satisfaction or novation of that certain Revolving Credit Loan
Note dated April 4, 2014 in the original principal amount of $1,500,000 made by Borrower in favor of Lender, and is issued pursuant
to the terms of the Loan Agreement and is secured by the Collateral, as defined in the Loan Agreement. All of the terms, covenants
and conditions of the Loan Agreement are hereby made a part of this Note and are hereby incorporated by reference.


 




    	 



    	 



    

 


	 	

    BORROWER:
	 	 
	 	NANOFILM, LTD.,




	 	an
    Ohio limited liability company
	 	 	 
	 	By:	/s/
    Anne Marie Thomas
	 	 	Anne
    Marie Thomas
	 	Its:	President