Exhibit 10.11


 





PROMISSORY NOTE


 


	PRINCIPAL:         $100,000.00	DATE OF NOTE:                  February 28, 2014
	 	 
	BORROWER:	LENDER:
	 	 
	TAX COACH SOFTWARE, LLC	THE HUNTINGTON NATIONAL BANK
	2619 Erie Avenue, Suite 2B	Cincinnati Commercial Lending
	Cincinnati, Ohio 45208	P.O. Box 341470 – NC1W25
	 	Columbus, Ohio 43234-9909


 


PROMISE TO PAY. Tax Coach Software, LLC
(“Borrower”) promises to pay to The Huntington National Bank (“Lender”), or Order, in lawful money of the
United States of America, the principal amount of One Hundred Thousand & 00/100 Dollars ($100,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance.


 


PAYMENT. Borrower will pay this loan in
full immediately upon Lender’s demand. If no demand is made, Borrower will pay this loan in accordance with the following
payment schedule:


 


Monthly payments of all accrued
unpaid interest shall be due and payable beginning on April 10, 2014, and on the same day of each month thereafter.


 


Unless otherwise agreed or required by
applicable law, payments will be applied first to any accrued unpaid interest, then to principal; then to any unpaid collection
costs; and then to any late charges. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender
may designate in writing.


 


VARIABLE INTEREST RATE. The interest rate
on this Note is subject to change from time to time based on changes in an index which is the Lender’s Prime Commercial Rate.
As used herein, Prime Commercial Rate shall mean the rate established by the Lender from time to time based on its consideration
of economic, money market, business and competitive factors, and it is not necessarily the Lender’s most favored rate. Subject
to any maximum or minimum interest rate limitation specified herein or by applicable law, any variable rate of interest on the
obligation evidenced hereby shall change automatically without notice to the undersigned immediately with each change in the Prime
Commercial Rate (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans and is set
by Lender in its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute
Index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate
change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The
Index currently is 3.250% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the
“INTEREST CALCULATION METHOD” paragraph using a rate of 1.500 percentage points over the Index, resulting in an initial
rate of 4.750% per annum based on a year of 360 days. NOTICE: Under no circumstances will the interest rate on this Note be more
than the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD. Interest on
this Note is completed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied
by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest
payable under this Notice is computed using this method.


 


PREPAYMENT. Borrower may pay without penalty
all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve
Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce
the principal balance due. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”,
or similar language. If Borrower send such a payment, Lender may accept it without losing any of Lender’s rights under this
Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed
amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full”
of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be
mailed or delivered to: The Huntington National Bank, Commercial Customer Support, 2381 Morse Road – NC1W26 Columbus, OH
43229.


 


LATE CHARGE. If a payment is 11 days or
more late, Borrower will be charged 5.000% of the regularly scheduled payment.


 


INTEREST AFTER DEFAULT. Upon default, including
failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional 3.000 percentage
point margin (“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding interest rate change
that would have applied had there been no default. However, in no event will the interest rate exceed the maximum interest rate
limitations under applicable law.


 


 


 






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DEFAULT. Each of the following shall constitute
an event of default (“Event of Default”) under this Note:


 


Payment Default. Borrower fails
to make any payment when due under this Note.


 


Other Defaults. Borrower fails
to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related
documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between
Lender and Borrower.


 


Default in Favor of Third Parties.
Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s
ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.


 


False Statements. Any warranty,
representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related
documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading
at any time thereafter.


 


Death or Insolvency. The dissolution
of Borrower (regardless of whether election to continue is made), any member withdraws from Borrower, or any other termination
of Borrower’s existence as a going business or the death of any member, the insolvency of Borrower, the appointment of a
receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout,
or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 


Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method,
by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment
of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor
or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with
Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion,
as being an adequate reserve or bond for the dispute.


 


Events affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent,
or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Adverse Change. A material adverse
change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is
impaired.


 


Insecurity. Lender in good faith
believes itself insecure.


 


LENDER’S RIGHTS. Upon default, Lender
may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due, and then Borrower
will pay that amount.


 


LENDER’S RESERVED RIGHTS. Notwithstanding
any other provision of this Note, Lender may unilaterally make the following changes to the terms of this Note without advance
notice to or the consent of Borrower: reduce interest rate margin, change due date for monthly payments, or any other change which
is not adverse to Borrower.


 


ATTORNEYS’ FEES; EXPENSES. Lender
may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This includes,
subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or
not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts to modify or vacate
any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.


 


JURY WAIVER. Lender and Borrower hereby
waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other.


 


GOVERNING LAW. This Note will be governed
by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Ohio without regard
to its conflicts of law provisions. This Note has been accepted by Lender in the State of Ohio.


 


 


 






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CONFESSION OF JUDGMENT. Borrower hereby
irrevocably authorizes and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record
and to confess judgment against Borrower for the unpaid amount of this Note as evidenced by an affidavit signed by an officer of
Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all rights
of appeal. If a copy of this Note, verified by an affidavit, shall have been filed in the proceeding, it will not be necessary
to file the original as a warrant of attorney. Borrower waives the right to any stay of execution and the benefit of all exemption
laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be deemed to exhaust
the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but the power will continue
undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this Note have been paid in
full. Borrower waives any conflict of interest that an attorney hired by Lender may have in acting on behalf of Borrower in confessing
judgment against Borrower while such attorney is retained by Lender. Borrower expressly consents to such attorney acting for Borrower
in confessing judgment.


 


DISHONORED ITEM FEE. Borrower will pay
a fee to Lender of $15.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized charge with which
Borrower pays is later dishonored.


 


RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with Lender (whether checking, savings, or
some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in
the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited
by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness
against any and all such accounts.


 


LINE OF CREDIT. This Note evidences a revolving
line of credit. Advances under this Note, as well as directions for payment from Borrower’s accounts, may be requested orally
or in writing by Borrower or by an authorized person. Lender may, but need not, require that all oral requests be confirmed in
writing. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized
person, or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at
any time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer printouts.
Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in default under the
terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection
with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other loan
with Lender; (D) Borrower has applied funds provided pursuant to this Note for purposes other than those authorized by Lender;
or (E) Lender in good faith believes itself insecure.


 


FINANCIAL STATEMENTS. Borrower agrees to
furnish from time to time on the request of the Lender true and complete financial statements and such other information as the
Lender may reasonably require.


 


IMPORTANT INFORMATION ABOUT PROCEDURES
REQUIRED BY THE USA PATRIOT ACT. To help the government fight the funding of terrorism and money laundering activities, federal
law requires all financial institutions to obtain, verify, and record information that identifies each entity or person who opens
an account or establishes a relationship with the Lender.


 


What this means: When an entity or person
opens an account or establishes a relationship with the Lender, the Lender may ask for the name, address, date of birth, and other
information that will allow the Lender to identify the entity or person who opens an account or establishes a relationship with
the Lender. The Lender may also ask to see identifying documents for the entity or person.


 


ADDITIONAL LATE CHARGE. In addition to
all other payments due under this Note, if Lender demands payment of this Note and Borrower does not pay the Note in full within
eleven (11) days after Lender’s demand, Borrower also will be charged a late charge equal to 5.00% of the sum of the then
unpaid principal plus any accrued and unpaid interest.


 


ADDITIONAL DEFAULT. In addition to those
events described as Events of Default in the Section of this Note captioned DEFAULT, it shall constitute an Event of Default under
this Note if Borrower fails to comply with or to perform any term, obligation, covenant or condition contained in any interest
rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement between Borrower and Lender.


 


 


 


 






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NO DEMAND WAIVER. Borrower acknowledges
and agrees that the loan evidence by this Note is payable on Lender’s DEMAND at any time at Lender’s sole option and
discretion. The inclusion of specific default provisions, financial reporting requirements, financial covenants, other terms, conditions
or covenants, or other rights of Lender in this Note or in any documents or instruments securing or relating to this Note, and/or
the inclusion of or references to terms such as a “maturity date”, a periodic loan, line of credit “review date”,
an “annual fee”, or any other similar references or terms in (a) any of Lender’s data or books and records
related to the loan evidenced by this Note, or (b) any future correspondence or communication between Lender and Borrower
pertaining to the loan evidenced by this Note, does not and shall not hereafter preclude, affect or waive Lender’s right
to declare the loan evidenced by this Note due and payable, in full, on Lender’s DEMAND at any time at Lender’s sole
option and discretion.


 


ANNUAL FEE. Borrower shall pay to Lender
an annual fee each year on the anniversary date of this Note, which fee shall be in the same amount as the annual fee set forth
on the Disbursement Request and Authorization dated the same date as this Note. Borrower agrees that such fee shall be fully earned
by Lender on each anniversary date of this Note. The annual fee shall be paid by automatic debit from Borrower’s deposit
account designated by Borrower (either orally or in writing) for automatic debit payments on this Note; provided, however, that
if (a) Borrower’s designated account does not have sufficient funds to pay the fee, (b) Borrower’s designated
account is closed, (c) Borrower withdraws authority to debit the designated account, or (d) Borrower never designates
such an account, Lender will make an advance under this Note in order to pay such annual fee, even if the advance results in Borrower
having exceeded any advance limitations that may apply to Borrower under this Note or any related documents, or whether the advance
results in the outstanding principal balance of this Note being more than the face amount of this Note.


 


DEPOSIT ACCOUNT. Borrower covenants and
agrees to establish and maintain all of Borrower’s operating deposit accounts with Lender.


 


LINE MUST BE RESTED. Borrower covenants
that on and after the date of this Note, Borrower shall reduce the outstanding principal balance of the Note to, and maintain the
outstanding balance at, zero for a period of thirty (30) consecutive days during each calendar year.


 


SUCCESSOR INTERESTS. The terms of this
Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors and assigns, and shall
inure to the benefit of Lender and its successors and assigns.


 


GENERAL PROVISIONS. This Note is payable
on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender’s right to declare
payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note.
Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or
receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature
of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge
or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the
State of Ohio (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary,
be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower.
Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person
who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of
dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this
Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that
Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint
and several.


 


PRIOR TO SIGNING THIS NOTE, BORROWER READ
AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF
THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED
COPY OF THIS PROMISSORY NOTE.


 


NOTICE: FOR THIS NOTICE “YOU”
MEANS THE BORROWER AND “CREDITOR” AND “HIS” MEANS LENDER.


 


WARNING – BY SIGNING THIS PAPER YOU
GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


 


BORROWER:


 


TAX COACH SOFTWARE, LLC


 


By:      /s/
Keith A. VandeStadt                         


     Member
of Tax Coach Software, LLC


 


 






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