Exhibit 10.15


 


THE OFFER AND SALE OF THIS LOAN DISTRIBUTION
PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR
ANY STATE SECURITIES LAWS (“STATE ACTS”). THIS LOAN DISTRIBUTION PROMISSORY NOTE MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE ACTS
OR AN APPLICABLE EXEMPTION FROM EACH SUCH REGISTRATION REQUIREMENT.


 


Loan Distribution Promissory Note


(for _____________________)


 


	$________.00	_________, 2019


 


For value received,
F5 Finishes, Inc., a Delaware corporation (“F5 Finishes”), promises to pay to the order of _____________________________
(“Shareholder”), the principal amount of _________________________ Dollars ($_________________), plus all accrued
and unpaid interest thereon on the _________ day of ____________, 2022 (the “Maturity Date”), all in accordance
with, and subject to, the terms and conditions set forth in this instrument (the “Note”).


 


		1.	Combination Agreement



 


F5 Finishes has delivered
this Note pursuant to Section 2.1(a)(4)(ii) of the Combination Agreement dated as of __________________, 2019 (the
“Combination Agreement”) by and among F5 Finishes, Shareholder and the other shareholders of D.
S. Baxley, Inc., a California corporation. Capitalized terms used in this Note without being defined have the same meanings
that they have in the Combination Agreement.


 


		2.	Interest.



 


Interest shall accrue
on the unpaid principal balance of this Note at the rate of six percent (6%) per annum commencing on the date of issuance and,
subject to Section 3(b) hereof, shall be payable on the Maturity Date. Interest shall be computed for the actual number
of days the principal balance is unpaid, using a daily factor obtained by dividing the stated interest by 360. F5 Finishes shall
have no obligation to make any payment on accrued interest prior to the Maturity Date.


 


		3.	Payment



 


(a) All
obligations and liabilities of F5 Finishes under each Loan Distribution Note, including, without limitation, this Note, each RE
Note and each IPO Note, if any, rank pari passu in right of payment with all obligations and liabilities of F5 Finishes
under all of the other Loan Distribution Notes, RE Notes and IPO Notes, if any, and F5 Finishes agrees that any payment on account
of any Loan Distribution Note, any RE Note or of any IPO Note, if any, shall not be made unless such payment is made simultaneous
on account of all other Loan Distribution Notes, RE Notes and all other IPO Notes, if any, on a pro-rata basis.


 






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(b) F5
Finishes may prepay all or any portion of the unpaid principal amount of this Note at any time without penalty (provided that F5
Finishes also concurrently pays all accrued interest); provided, however, that any such prepayment must be applicable to each and
every Loan Distribution Note, each and every RE Note and each and every IPO Note, if any, then issued and outstanding.


 


(c) Any
payment (including pre-payments) made on this Note shall be applied as follows: first, toward Shareholder’s costs and expenses
that are recoverable under Section 10 of this Note; second, toward accrued interest on late payments; third, towards ordinary
accrued interest; and, fourth, the balance of any payment shall be applied to the outstanding principal balance.


 


(d) All
payments of principal, interest and fees due under this Note shall be made payable to Shareholder by check, ACH transfer, wire
transfer or immediately available funds at the address set forth below in Section 11 or, if by wire transfer, pursuant to
the wire instructions set forth in Exhibit A attached hereto, or at such other place which Shareholder shall direct in writing
from time to time.


 


		4.	Subordination.



 


(a) The
indebtedness evidenced by this Note (“Subordinated Debt”) is subordinate and junior in right of payment, to
the extent and in the manner set forth below, to all Superior Debt (as defined in Section 4(b)) of F5 Finishes to the
extent provided in this Section 4.


 


(b) For
the purpose of these subordination provisions the term “Superior Debt” shall mean all principal, interest, charges,
expenses, and attorneys’ fees arising out of or relating to all indebtedness for borrowings of money owed or guaranteed by
F5 Finishes to its lenders or those of its Affiliates (each a “Lender” and, collectively, the “Lenders”),
whether outstanding on the date of this Note or subsequently incurred, including any and all renewals, extensions, modifications,
or amendments thereof or thereto, except with respect to a specific indebtedness evidenced by or outstanding under an instrument
that expressly provides that such indebtedness is junior and subordinate to other indebtedness and obligations of F5 Finishes or
its Affiliates and (ii) all amounts owed to the trade creditors of F5 Finishes or its Affiliates. The Superior Debt shall continue
to be Superior Debt and entitled to the benefits of these subordination provisions irrespective of any amendment, modification,
or waiver of any term of the Superior Debt or extension or renewal of the Superior Debt.


 


(c) F5
Finishes shall not make any regularly scheduled payment of accrued interest on any Subordinated Debt unless at the time of such
scheduled interest payment there exists no event of default under the Superior Debt and so long as such payment would not thereby
result in such an event of default.


 


(d) Default
on Superior Debt:


 


(i) If
F5 Finishes shall default in the payment of any principal or interest on any Superior Debt when it becomes due and payable, whether
at maturity or at a date fixed for prepayment or by declaration or otherwise, then, unless and until such default shall have been
cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or securities or by set-off or
otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest on any Subordinated
Debt, or as a sinking fund for the Subordinated Debt, or in respect of any redemption, retirement, purchase, or other acquisition
of any of the Subordinated Debt.


 






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(ii) Upon
the happening of an event of default with respect to any Superior Debt, as defined in the instrument under which it is outstanding,
which occurs at the maturity of such Superior Debt or that permits a Lender to accelerate the maturity of the Superior Debt (other
than under circumstances when the terms of Section 4(d)(i) are applicable), then, unless and until such event of default
shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, or securities
or by set-off or otherwise) shall be made or agreed to be made on account of the principal of, or premium, if any, or interest
on any Subordinated Debt, or as a sinking fund for the Subordinated Debt, or in respect of any redemption, retirement, purchase,
or other acquisition of any of the Subordinated Debt, during any period:


 


(1) from
and after written notice of such default shall have been given to F5 Finishes by the applicable Lender; or


 


(2) in
which any judicial proceeding shall be pending in respect of such default and a notice of acceleration of the maturity of such
Superior Debt shall have been transmitted to F5 Finishes in respect of such default.


 


(e) In
the event of:


 


(i) any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, or other similar proceeding relating
to F5 Finishes or to its creditors, as such, or to its property;


 


(ii) any
proceedings for the liquidation, dissolution, or other winding-up of F5 Finishes, voluntary or involuntary, whether or not involving
insolvency or bankruptcy proceedings;


 


(iii) any
assignment by F5 Finishes for the benefit of its creditors; or


 


(iv) any
other marshaling of the assets of the F5 Finishes,


 


all Superior
Debt (including any interest on such Superior Debt accruing at the legal rate after the commencement of any such proceedings and
any additional interest that would have accrued on it but for the commencement of such proceedings) shall first be paid in full
before any payment or distribution, whether in cash, securities, or other property, shall be made to Shareholder on account of
any Subordinated Debt. Any payment or distribution, whether in cash, securities, or other property, which would otherwise (but
for these subordination provisions) be payable or deliverable in respect of this Subordinated Debt, shall be paid or deliverable
directly to the Lenders (including any interest thereon accruing at the legal rate after the commencement of any such proceedings
and any additional interest that would have accrued on same but for the commencement of such proceedings), pro-rated amongst such
Lenders on such basis as may be agreed by such Lenders, consistent with applicable law.


 






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(f) If
any Subordinated Debt shall be declared due and payable as the result of the occurrences of any one or more defaults in respect
of that Subordinated Debt, under circumstances when the terms of Section 4(d) are not applicable, no payment shall
be made in respect of any Subordinated Debt unless and until all Superior Debt shall have been paid in full or such declaration
and its consequences shall have been rescinded and all such defaults shall have been remedied or waived.


 


(g) If
any payment or distribution, whether in cash, securities, or other property, shall be received by Shareholder in contravention
of any of the terms of this Note and before all the Superior Debt shall have been paid in full, such payment or distribution shall
be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the Lenders or their designated
representative or agent for application to the payment of all Superior Debt remaining unpaid to the extent necessary to pay all
such Superior Debt in full. If Shareholder fails to endorse or assign any such payment or distribution, the Lenders or their designated
representative or agent is hereby irrevocably authorized to endorse or assign it.


 


(h) The
Lenders shall not be prejudiced in the right to enforce subordination of Subordinated Debt by any act or failure to act on the
part of F5 Finishes. The foregoing provisions as to subordination are solely for the purpose of defining the relative rights of
the Lenders, on the one hand, and Shareholder on the other hand. Nothing contained herein will impair, as between F5 Finishes and
Shareholder, the obligation of F5 Finishes, which is unconditional and absolute, to pay to Shareholder the principal hereof and
interest on this Note as and when they shall become due and payable in accordance with the terms of this Note, or prevent Shareholder
from exercising all rights, powers, and remedies otherwise permitted by applicable law or under this Note upon a default or Event
of Default under this Note, all subject to the rights of the Lenders to receive cash, securities, or other property otherwise payable
or deliverable to the Lenders.


 


(i) Shareholder
will take such action (including, without limitation, the delivery of this instrument to a designated representative or agent for
any Lender or consent to the filing of a financing statement with respect thereto) as may, in the opinion of counsel designated
by any Lender, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions.


 


		5.	Offset and Withholding



 


(a) To
the extent that any Indemnification Claim by F5 Finishes is undisputed or is finally resolved in F5 Finishes’ favor, either
by agreement with the Indemnifying Party or by an award of an arbitrator or panel of arbitrators pursuant to Section 10.6(b)
of the Combination Agreement, and to the extent that Shareholder has not elected to offset such Indemnification Claim (or any portion
thereof) (i) against payments due under Shareholder’s IPO Note, if any, or (ii) against the RE Note, or (iii) against the
balance of funds held in escrow pursuant to the Escrow Agreement, then the amount of the Indemnification Claim (or any portion
thereof) at the option of either F5 Finishes or Shareholder, shall offset dollar-for-dollar the payment due on the Maturity Date
as necessary to satisfy the Indemnification Claim (or such portion thereof). The amount so offset shall apply first to accrued
interest and then to outstanding principal. In order to elect to offset such Indemnification Claim (or portion thereof), the electing
party must provide the other party with Notice of its election to offset (and the amount of to be so offset) not more than ten
(10) days after the date that such Indemnification Claim becomes so undisputed, resolved or awarded, but in no event later than
five (5) Business Days prior to the Maturity Date.


 






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(b) If
F5 Finishes has a pending Indemnification Claim under the Combination Agreement, and there are insufficient funds in the escrow
to cover the pending Indemnification Claim (the “Escrow Deficiency”), F5 Finishes may withhold from the payment
due on the Maturity Date, or any earlier date in the event of acceleration, an amount equal to the Escrow Deficiency , or such
portion thereof as F5 Finishes may elect, (less the aggregate amount previously withheld in respect of the Indemnification Claim),
subject to any amounts withheld respecting payments due under Shareholder’s IPO Note, if any, or Shareholder’s RE Note.
F5 Finishes may do so, however, only if F5 Finishes (i) no later than ten (10) Business Days prior to the Maturity Date, gives
Notice of the intended withholding to Shareholder and (ii) no later than the Maturity Date itself wire transfers the amount
withheld to the Escrow Agent to be held pursuant to the terms of the Escrow Agreement.


 


		6.	Events of Default



 


Upon the occurrence
of any one of the following events, there shall exist an event of default under this Note (an “Event of Default”):


 


(a) subject
to Sections 4 and 5, F5 Finishes defaults in the payment of any amount becoming due under this Note and the default continues
for a period of five (5) Business Days;


 


(b) F5
Finishes defaults in its obligation under Section 5(b) to make the wire transfer to the Escrow Agent under the Escrow
Agreement of the amount withheld, and the default continues for a period of five (5) Business Days;


 


(c) F5
Finishes defaults in the performance of any other of its obligations under this Note and the default continues for a period of
ten (10) Business Days after Shareholder gives F5 Finishes Notice of the default; or


 


(d) F5
Finishes becomes generally unable to pay its debts as they become due, makes a general assignment for the benefit of creditors,
suspends the transaction of business, dissolves or liquidates, commences a voluntary case or other proceeding seeking liquidation,
reorganization or other relief in respect of itself or its debts under any bankruptcy, insolvency or similar law now or in the
future in effect, or consents to any such relief or to the appointment of or taking possession of its property by any official
in an involuntary case or other proceeding commenced against it, seeks or consents to the appointment of a trustee, receiver or
custodian for all or a substantial part of its property, permits or suffers any such involuntary proceedings or appointment to
be commenced against F5 Finishes which remains undismissed for sixty (60) days, or any order for relief is entered with respect
to F5 Finishes under any such involuntary proceeding.


 






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		7.	Acceleration



 


(a) Upon
the occurrence of an Event of Default, and subject to Section 4 above, Shareholder may immediately accelerate the indebtedness
evidenced by this Note, and declare the entire unpaid principal amount of this Note and all accrued interest to be immediately
due and owing, by Notice of acceleration to F5 Finishes (with the exception that acceleration shall occur automatically without
Notice upon the occurrence of an Event of Default under Section 6(d)).


 


(b) In
the event of the acceleration of this Note, interest on the unpaid principal amount of this Note shall accrue from the date of
acceleration until paid at the rate of eight percent (8.0%) per annum.


 


		8.	Waiver



 


Except as otherwise
provided in this Note, F5 Finishes waives presentment for payment, demand, protest, notice of dishonor and all other notices of
any kind relating to the enforcement of payment of this Note.


 


		9.	Exercise of Rights



 


No failure or delay
by Shareholder in exercising any right under this Note shall impair that right or be considered a waiver of or acquiescence in
any default by F5 Finishes.


 


		10.	Collection Expenses



 


If following an Event
of Default Shareholder institutes suit or takes any action to collect any amount due under this Note, F5 Finishes shall pay Shareholder’s
reasonable costs and expenses of collection, including reasonable attorneys’ fees.


 


		11.	Notices



 


(a) Each
notice or other communication under this Note (a “Notice”) shall be in writing and sent by personal delivery,
certified or registered mail, overnight messenger service or telecopier, as follows:


 


		i.	If to F5 Finishes, in care of:



 


F5 Finishes, Inc.


___________________________


___________________________


Attention:           _______________


_______________


Fax:         (____) _______________



 


 






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with a required
copy to:


 


Johnson and Colmar


630 Dundee Road, Suite #225


Northbrook, Illinois 60062


Attention:Ms. Robin Friedman


Fax: (312) 922-9283


 


		ii.	If to Shareholder, in care of:



 


___________________________


___________________________


Attention:           _______________


_______________


Fax:         (____) _______________



 








with a required copy to:




 


___________________________


___________________________


Attention:           _______________


_______________


Fax:         (____) _______________


 



A Notice sent by certified or registered
mail shall be considered to have been given five Business Days after being deposited in the mail. A Notice sent by overnight courier
service, telecopier or personal delivery shall be considered to have been given when actually received by the intended recipient.
A party may change its address for purposes of this Note by Notice in accordance with Section 11(a).


 


		12.	Assignment



 


Shareholder may not
assign or pledge this Note, either in its entirety or in part, or any of its rights under this Note, without F5 Finishes’
prior written consent, which shall not be unreasonably withheld or delayed. For the avoidance of doubt, F5 Finishes will consent
to the assignment of this Note, either in its entirety or in part, to (i)  one or more trusts for Shareholder’s
benefit or the benefit of his or her family, or (ii) one or more entities that Shareholder controls. No permitted assignment
of this Note shall be effective as to F5 Finishes unless and until it receives Notice of the assignment (and a completed and signed
IRS Form W-9 from the assignee).


 


		13.	Governing Law



 


This Note shall be
governed by the Laws of the State of _______ without regard to conflicts-of-law principles or rules that would require this Note
to be governed by the Laws of a different state.


 






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		14.	Jurisdiction



 


F5 Finishes consents
to the enforcement of this Note in the United States District Court for the District of_________, or any state court having subject
matter jurisdiction sitting in ______ County, _______ and consents to the personal jurisdiction of those courts.


 


		15.	Binding Effect



 


This Note shall be
binding on F5 Finishes and its successors and assigns and shall inure to the benefit of Shareholder and his or her successors and
permitted assigns.


 


		16.	Usury



 


It is the intention
of the parties hereto to conform strictly to applicable usury laws now or hereafter in effect. If any of the terms or provisions
of this Note are in conflict with applicable usury law, this Section 16 will govern as to such terms or provisions,
and this Note will in all other respects remain in full force and effect. If any transaction contemplated hereby would be usurious,
the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged, or received
under this Note will under no circumstances exceed the maximum interest allowed by applicable law. Accordingly, if interest in
excess of the legal maximum is contracted for, charged, or received: (i) this Note shall be automatically reformed so that
the effective rate of interest shall be reduced to the maximum rate of interest permitted by applicable law, (ii) for the
purpose of determining this rate and to the extent permitted by applicable law, all interest contracted for, charged, or received
shall be amortized, prorated, and spread throughout the full term of this Note so that the effective rate of interest is uniform
throughout the life of this Note, and (iii) any excess of interest over the maximum amount allowed under applicable law shall
be applied as a credit against the then unpaid principal amount hereof.


 


[The rest of this page
is intentionally blank. The F5 Finishes’ signature appears on the next page.]


 









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In Witness Whereof,
F5 Finishes has executed this Loan Distribution Promissory Note as of the date first set out above.


 


	 	F5 Finishes, Inc.
	 	 	 
	 	By:	           






	 	Printed Name and Title:	                       


 


 


 


 


 


 


Signature Page to Loan Distribution Promissory
Note (_____________)





 






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Exhibit A


Wire transfer instructions for Shareholder


 


	Bank:	
	 	
	ABA routing no.:	
	Account name:	
	Account No.:	


 




 


 


A-1