Exhibit 10.2 


 





	 	Revolving Credit Note	 
	
        LIBOR-based Rate/Prime Referenced Rate

        Demand- Optional Advances (Business and Commercial Loans Only)

         
	 
	
        AMOUNT

         

        $10,000,000
	
        NOTE DATE

         

        October 30, 2015
	
        MATURITY DATE

         

        ON DEMAND

	 	 	 	 	 	 


 


ON DEMAND (or as otherwise provided in
this Note), FOR VALUE RECEIVED, the undersigned promise(s) to pay to the order of COMERICA BANK (herein called “Bank”),
at any office of the Bank in the State of Michigan, the principal sum of TEN MILLION DOLLARS ($10,000,000), or so much of said
sum as has been advanced and is then outstanding under this Note, together with interest thereon as hereinafter set forth.


 


This Note is a note under which advances,
repayments and re-advances may be made from time to time, subject to the terms and conditions of this Note. AT NO TIME SHALL
THE BANK BE UNDER ANY OBLIGATION TO MAKE ANY ADVANCES TO THE UNDERSIGNED PURSUANT TO THIS NOTE (NOTWITHSTANDING ANYTHING EXPRESSED
OR IMPLIED IN THIS NOTE OR ELSEWHERE TO THE CONTRARY, INCLUDING, WITHOUT LIMIT, IF THE BANK SUPPLIES THE UNDERSIGNED WITH A BORROWING
FORMULA) AND THE BANK, AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE, AND IN ITS SOLE DISCRETION, MAY REFUSE TO MAKE ADVANCES
TO THE UNDERSIGNED WITHOUT INCURRING ANY LIABILITY DUE TO THIS REFUSAL AND WITHOUT AFFECTING THE UNDERSIGNED'S LIABILITY UNDER
THIS NOTE FOR ANY AND ALL AMOUNTS ADVANCED.


 


Subject to the terms and conditions of
this Note, each of the Advances made hereunder shall bear interest at the LIBOR-based Rate plus the Applicable Margin or the Prime
Referenced Rate plus the Applicable Margin, as elected by the undersigned or as otherwise determined under this Note; provided,
however, undersigned may only elect the Prime Referenced Rate if the LIBOR-based Rate is not available as an Applicable Interest
Rate under the terms of this Note.


 


Unless sooner demanded, accrued and unpaid
interest on the unpaid balance of each outstanding Advance hereunder shall be payable monthly, in arrears, on the first Business
Day of each month. Interest accruing on the basis of the Prime Referenced Rate shall be computed on the basis of a year of 360
days, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change
in the Applicable Interest Rate as a result of any change in the Prime Referenced Rate on the date of each such change. Interest
accruing on the basis of the LIBOR-based Rate shall be computed on the basis of a 360 day year and shall be assessed for the actual
number of days elapsed from the first day of the Interest Period applicable thereto but not including the last day thereof.


 


Upon demand and from and after the occurrence
of any Default hereunder, and so long as any such Default remains unremedied or uncured thereafter, the Indebtedness outstanding
under this Note shall bear interest at a per annum rate of three percent (3%) above the otherwise Applicable Interest Rate(s),
which interest shall be payable upon demand. In addition to the foregoing, a late payment charge equal to five percent (5%) of
each late payment hereunder may be charged on any payment not received by Bank within ten (10) calendar days after the payment
due date therefor, but acceptance of payment of any such charge shall not constitute a waiver of any Default hereunder.


 


In no event shall the interest payable
under this Note at any time exceed the maximum rate permitted by law.


 


The amount and date of each Advance, its
Applicable Interest Rate, its Interest Period, if applicable, and the amount and date of any repayment shall be noted on Bank's
records, which records shall be conclusive evidence thereof, absent manifest error; provided, however, any failure by Bank to make
any such notation, or any error in any such notation, shall not relieve the undersigned of its/their obligations to repay Bank
all amounts payable by the undersigned to Bank under or pursuant to this Note, when due in accordance with the terms hereof.


 


The undersigned may request an Advance
hereunder, including the refunding of an outstanding Advance as the same type of Advance or the conversion of an outstanding Advance
to another type of Advance, upon the delivery to Bank of a Request for Advance executed by the undersigned, subject to the following:
(a) Bank shall not have made demand hereunder and no Default, or any condition or event which, with the giving of notice or the
running of time, or both, would constitute a Default, shall have occurred and be continuing or exist under this Note; (b) each
such Request for Advance shall set forth the information required on the Request for Advance form annexed hereto as Exhibit “A”;
(c) each such Request for Advance shall be delivered to Bank by 11:00 a.m. (Detroit, Michigan time) on the proposed date of the
requested Advance; (d) the principal amount of each LIBOR-based Advance shall be at least Two Hundred Fifty Thousand Dollars ($250,000.00)
(or such lesser amount as is acceptable to Bank in its sole discretion); (e) the proposed date of any refunding of any outstanding
LIBOR-based Advance as another LIBOR-based Advance or the conversion of any outstanding LIBOR-based Advance to another type of
Advance shall only be on the last day of the Interest Period applicable to such outstanding LIBOR-based Advance; (f) after giving
effect to such Advance, the aggregate unpaid principal amount of Advances outstanding under this Note shall not exceed the face
amount of this Note; and (g) a Request for Advance, once delivered to Bank, shall not be revocable by the undersigned; provided,
however, as aforesaid, Bank shall not be obligated to make any advance under this Note.


 



     


     


    

 





Advances hereunder may be requested in
the undersigned's discretion by telephonic notice to Bank. Any Advance requested by telephonic notice shall be confirmed by the
undersigned that same day by submission to Bank, either by first class mail, facsimile or other means of delivery acceptable to
Bank, of the written Request for Advance aforementioned. The undersigned acknowledge(s) that if Bank makes an Advance based on
a telephonic request, it shall be for the undersigned's convenience and all risks involved in the use of such procedure shall be
borne by the undersigned, and the undersigned expressly agree(s) to indemnify and hold Bank harmless therefor. Bank shall have
no duty to confirm the authority of anyone requesting an Advance by telephone.


 


If, as to any outstanding LIBOR-based Advance,
Bank shall not receive a timely Request for Advance, or telephonic notice, in accordance with the foregoing requesting the refunding
or continuation of such Advance as another LIBOR-based Advance for a specified Interest Period or the conversion of such Advance
to a Prime-based Advance, effective as of the last day of the Interest Period applicable to such outstanding LIBOR-based Advance,
and as of the last day of each succeeding Interest Period, the principal amount of such Advance which is not then repaid shall
be automatically refunded or continued as a LIBOR-based Advance having an Interest Period equal to the same period of time as the
Interest Period then ending for such outstanding LIBOR-based Advance, unless the undersigned is/are not entitled to request LIBOR-based
Advances hereunder or otherwise elect the LIBOR-based Rate as the basis for the Applicable Interest Rate for the principal Indebtedness
outstanding hereunder in accordance with the terms of this Note, or the LIBOR-based Rate is not otherwise available to the undersigned
as the basis for the Applicable Interest Rate hereunder for the principal Indebtedness outstanding hereunder in accordance with
the terms of this Note, in which case, the Prime Referenced Rate plus the Applicable Margin shall be the Applicable Interest Rate
hereunder in respect of such Indebtedness for such period, subject in all respects to the terms and conditions of this Note. The
foregoing shall not in any way whatsoever limit or otherwise affect Bank’s right to make demand for payment of all or any
part of the Indebtedness hereunder at any time in Bank’s sole and absolute discretion or any of Bank's rights or remedies
under this Note upon the occurrence of any Default hereunder, or any condition or event which, with the giving of notice or the
running of time, or both, would constitute a Default.


 


Subject to the definition of an “Interest
Period” hereunder, in the event that any payment under this Note becomes due and payable on any day which is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day, and, to the extent applicable, interest shall
continue to accrue and be payable thereon during such extension at the rates set forth in this Note.


 


All payments to be made by the undersigned
to Bank under or pursuant to this Note shall be in immediately available United States funds, without setoff or counterclaim, and
in the event that any payments submitted hereunder are in funds not available until collected, said payments shall continue to
bear interest until collected.


 


If the undersigned make(s) any payment
of principal with respect to any LIBOR-based Advance on any day other than the last day of the Interest Period applicable thereto
(whether voluntarily, upon demand (whether or not any Default shall have occurred and be continuing or exist under this Note),
required payment or otherwise), or if the undersigned fail(s) to borrow any LIBOR-based Advance after notice has been given by
the undersigned (or any of them) to Bank in accordance with the terms of this Note requesting such Advance, or if the undersigned
fail(s) to make any payment of principal or interest in respect of a LIBOR-based Advance when due, the undersigned shall reimburse
Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including, without limitation, any
such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties, whether or
not Bank shall have funded or committed to fund such Advance. Such amount payable by the undersigned to Bank may include, without
limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, refunded or converted, for the period from the date of such prepayment or of such failure to borrow, refund
or convert, through the last day of the relevant Interest Period, at the applicable rate of interest for said Advance(s) provided
under this Note, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount
by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation of
any amounts payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the
relevant LIBOR-based Advance through the purchase of an underlying deposit in an amount equal to the amount of such Advance and
having a maturity comparable to the relevant Interest Period; provided, however, that Bank may fund any LIBOR-based Advance in
any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable
under this paragraph. Upon the written request of the undersigned, Bank shall deliver to the undersigned a certificate setting
forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent
manifest error. The undersigned may prepay all or part of the outstanding balance of any Prime-based Advance under this Note or
any Indebtedness hereunder which is bearing interest based upon the Prime Referenced Rate at any such time without premium or penalty.
Any prepayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid.
The undersigned hereby acknowledge(s) and agree(s) that the foregoing shall not, in any way whatsoever, limit, restrict or otherwise
affect Bank’s right to make demand for payment of all or any part of the Indebtedness under this Note at any time in Bank’s
sole and absolute discretion, whether such Indebtedness is bearing interest based upon the LIBOR-based Rate or the Prime Referenced
Rate at such time.


 



    2 


     


    




For any LIBOR-based Advance, if Bank shall
designate a LIBOR Lending Office which maintains books separate from those of the rest of Bank, Bank shall have the option of maintaining
and carrying such Advance on the books of such LIBOR Lending Office.


 


If, at any time, Bank determines that,
(a) Bank is unable to determine or ascertain the LIBOR-based Rate, or (b) by reason of circumstances affecting the foreign exchange
and interbank markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being
offered to Bank for any applicable Advance or Interest Period, or (c) the LIBOR-based Rate plus the Applicable Margin will not
accurately or fairly cover or reflect the cost to Bank of maintaining any of the Indebtedness under this Note based upon the LIBOR-based
Rate, then Bank shall forthwith give notice thereof to the undersigned. Thereafter, until Bank notifies the undersigned that such
conditions or circumstances no longer exist, the right of the undersigned to request a LIBOR-based Advance and to convert an Advance
to or refund an Advance as a LIBOR-based Advance shall be suspended, and the Prime Referenced Rate plus the Applicable Margin shall
be the Applicable Interest Rate for all Indebtedness hereunder during such period of time.


 


If any Change in Law shall make it unlawful
or impossible for the Bank (or its LIBOR Lending Office) to make or maintain any Advance with interest based upon the LIBOR-based
Rate, Bank shall forthwith give notice thereof to the undersigned. Thereafter, (a) until Bank notifies the undersigned that such
conditions or circumstances no longer exist, the right of the undersigned to request a LIBOR-based Advance and to convert an Advance
to or refund an Advance as a LIBOR-based Advance shall be suspended, and thereafter, the undersigned may select only the Prime
Referenced Rate plus the Applicable Margin as the Applicable Interest Rate for the Indebtedness hereunder, and (b) if Bank may
not lawfully continue to maintain an outstanding LIBOR-based Advance to the end of the then current Interest Period applicable
thereto, the Prime Referenced Rate plus the Applicable Margin shall be the Applicable Interest Rate for the remainder of such Interest
Period with respect to such outstanding Advance.


 


If any Change in Law shall: (a) subject
Bank (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Note or any Indebtedness hereunder, or
shall change the basis of taxation of payments to Bank (or its LIBOR Lending Office) of the principal of or interest under this
Note or any other amounts due under this Note in respect thereof (except for changes in the rate of tax on the overall net income
of Bank or its LIBOR Lending Office imposed by the jurisdiction in which Bank's principal executive office or LIBOR Lending Office
is located); or (b) impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors
of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of,
or credit extended by Bank (or its LIBOR Lending Office), or shall impose on Bank (or its LIBOR Lending Office) or the foreign
exchange and interbank markets any other condition affecting this Note or the Indebtedness hereunder; and the result of any of
the foregoing is to increase the cost to Bank of maintaining any part of the Indebtedness hereunder or to reduce the amount of
any sum received or receivable by Bank under this Note by an amount deemed by the Bank to be material, then the undersigned shall
pay to Bank, within fifteen (15) days of the undersigned’s receipt of written notice from Bank demanding such compensation,
such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared
in good faith and in reasonable detail by Bank and submitted by Bank to the undersigned, setting forth the basis for determining
such additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest
error.


 


In the event that any Change in Law affects
or would affect the amount of capital required or expected to be maintained by Bank (or any corporation controlling Bank), and
Bank determines that the amount of such capital is increased by or based upon the existence of any obligations of Bank hereunder
or the maintaining of any Indebtedness hereunder, and such increase has the effect of reducing the rate of return on Bank's (or
such controlling corporation's) capital as a consequence of such obligations or the maintaining of such Indebtedness hereunder
to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into
consideration its policies with respect to capital adequacy), then the undersigned shall pay to Bank, within fifteen (15) days
of the undersigned's receipt of written notice from Bank demanding such compensation, additional amounts as are sufficient to compensate
Bank (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which Bank reasonably
determines to be allocable to the existence of any obligations of the Bank hereunder or to maintaining any Indebtedness hereunder.
A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by the Bank and submitted
by Bank to the undersigned, shall be conclusive and binding for all purposes absent manifest error.


 



    3 


     


    




This Note and any other indebtedness and
liabilities of any kind of the undersigned (or any of them) to the Bank, and any and all modifications, renewals or extensions
of it, whether joint or several, contingent or absolute, now existing or later arising, and however evidenced and whether incurred
voluntarily or involuntarily, known or unknown, or originally payable to the Bank or to a third party and subsequently acquired
by Bank including, without limitation, any late charges; loan fees or charges; overdraft indebtedness; costs incurred by Bank in
establishing, determining, continuing or defending the validity or priority of any security interest, pledge or other lien or in
pursuing any of its rights or remedies under any loan document (or otherwise) or in connection with any proceeding involving the
Bank as a result of any financial accommodation to the undersigned (or any of them); and reasonable costs and expenses of attorneys
and paralegals, whether inside or outside counsel is used, and whether any suit or other action is instituted, and to court costs
if suit or action is instituted, and whether any such fees, costs or expenses are incurred at the trial court level or on appeal,
in bankruptcy, in administrative proceedings, in probate proceedings or otherwise (collectively “Indebtedness”) are
secured by and the Bank is granted a security interest in and lien upon all items deposited in any account of any of the undersigned
with the Bank and by all proceeds of these items (cash or otherwise), all account balances of any of the undersigned from time
to time with the Bank, by all property of any of the undersigned from time to time in the possession of the Bank and by any other
collateral, rights and properties described in each and every deed of trust, mortgage, security agreement, pledge, assignment and
other security or collateral agreement which has been, or will at any time(s) later be, executed by any (or all) of the undersigned
to or for the benefit of the Bank (collectively “Collateral”). Notwithstanding the above, (i) to the extent that any
portion of the Indebtedness is a consumer loan, that portion shall not be secured by any deed of trust or mortgage on or other
security interest in any of the undersigned's principal dwelling or in any of the undersigned's real property which is not a purchase
money security interest as to that portion, unless expressly provided to the contrary in another place, or (ii) if the undersigned
(or any of them) has (have) given or give(s) Bank a deed of trust or mortgage covering California real property, that deed of trust
or mortgage shall not secure this Note or any other indebtedness of the undersigned (or any of them), unless expressly provided
to the contrary in another place, or (iii) if the undersigned (or any of them) has (have) given or give(s) the Bank a deed of trust
or mortgage covering real property which, under Texas law, constitutes the homestead of such person, that deed of trust or mortgage
shall not secure this Note or any other indebtedness of the undersigned (or any of them) unless expressly provided to the contrary
in another place.


 


Upon the occurrence of any Event of Default
(under and as defined in the Credit Agreement) (each a “Default”), Bank may, at its option and without prior notice
to the undersigned (or any of them), declare any or all of the Indebtedness to be immediately due and payable (notwithstanding
any provisions contained in the evidence of it to the contrary), sell or liquidate all or any portion of the Collateral, set off
against the Indebtedness any amounts owing by the Bank to the undersigned (or any of them), charge interest at the default rate
provided in the document evidencing the relevant Indebtedness and exercise any one or more of the rights and remedies granted to
the Bank by any agreement with the undersigned (or any of them) or given to it under applicable law.


 


The undersigned hereby expressly acknowledge(s)
and agree(s) that this Note is a demand note and matures upon issuance, and that the Indebtedness hereunder shall be payable upon
demand (unless earlier payment is required in accordance with the terms and conditions of this Note), and that Bank may, at any
time in its sole and absolute discretion, without notice and without reason and whether or not any Default shall have occurred
and/or exist under this Note, without notice, demand that this Note and the Indebtedness hereunder be immediately paid in full.
The Bank may from time to time make demand for partial payments under this Note and these demands shall not preclude the Bank from
demanding at any time that this Note be immediately paid in full. The demand nature of this Note shall not be deemed to be modified,
limited or otherwise affected by the fact that all or any part of the Indebtedness outstanding hereunder may be bearing interest
at an Applicable Interest Rate based upon the LIBOR-based Rate or by the fact that LIBOR-based Rates shall have Interest Periods
applicable thereto, and Bank may make demand for payment of all or any part of such Indebtedness at any time prior to the last
day of any such Interest Period, in each case, in Bank’s sole and absolute discretion. Further, the demand nature of this
Note shall not be deemed to be modified, limited or otherwise affected by any reference to any Default in this Note, and to the
extent that there are any references to any Default(s) hereunder, such references are for the purpose of permitting Bank to accelerate
any Indebtedness not on a demand basis and to receive interest at the applicable default rate provided in the document evidencing
the relevant Indebtedness.


 



    4 


     


    




The undersigned authorize(s) the Bank to
charge any account(s) of the undersigned (or any of them) with the Bank for any and all sums due hereunder when due; provided,
however, that such authorization shall not affect any of the undersigned’s obligation to pay to the Bank all amounts when
due, whether or not any such account balances that are maintained by the undersigned with the Bank are insufficient to pay to the
Bank any amounts when due, and to the extent that are insufficient to pay to the Bank all such amounts, the undersigned shall remain
liable for any deficiencies until paid in full.


 


If this Note is signed by two or more parties
(whether by all as makers or by one or more as an accommodation party or otherwise), the obligations and undertakings under this
Note shall be that of all and any two or more jointly and also of each severally. This Note shall bind the undersigned, and the
undersigned's respective heirs, personal representatives, successors and assigns.


 


The undersigned waive(s) presentment, demand,
protest, notice of dishonor, notice of demand or intent to demand, notice of acceleration or intent to accelerate, and all other
notices, and agree(s) that no extension or indulgence to the undersigned (or any of them) or release, substitution or nonenforcement
of any security, or release or substitution of any of the undersigned, any guarantor or any other party, whether with or without
notice, shall affect the obligations of any of the undersigned. The undersigned waive(s) all defenses or right to discharge available
under Section 3-605 of the Michigan Uniform Commercial Code and waive(s) all other suretyship defenses or right to discharge. The
undersigned agree(s) that the Bank has the right to sell, assign, or grant participations or any interest in, any or all of the
Indebtedness, and that, in connection with this right, but without limiting its ability to make other disclosures to the full extent
allowable, the Bank may disclose all documents and information which the Bank now or later has relating to the undersigned or the
Indebtedness. The undersigned agree(s) that the Bank may provide information relating to this Note or relating to the undersigned
to the Bank's parent, affiliates, subsidiaries and service providers.


 


The undersigned agree(s) to reimburse Bank,
or any other holder or owner of this Note, for any and all costs and expenses (including, without limit, court costs, legal expenses
and reasonable attorneys’ fees, whether inside or outside counsel is used, whether or not suit is instituted, and, if suit
is instituted, whether at the trial court level, appellate level, in a bankruptcy, probate or administrative proceeding or otherwise)
incurred in collecting or attempting to collect this Note or the Indebtedness or incurred in any other matter or proceeding relating
to this Note or the Indebtedness.


 


The undersigned acknowledge(s) and agree(s)
that there are no contrary agreements, oral or written, establishing a term of this Note and agree(s) that the terms and conditions
of this Note may not be amended, waived or modified except in a writing signed by an officer of the Bank expressly stating that
the writing constitutes an amendment, waiver or modification of the terms of this Note. As used in this Note, the word “undersigned”
means, individually and collectively, each maker, accommodation party, endorser and other party signing this Note in a similar
capacity. If any provision of this Note is unenforceable in whole or part for any reason, the remaining provisions shall continue
to be effective. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


For the purposes of this Note, the following
terms have the following meanings:


 


“Advance” means a borrowing
requested by the undersigned and made by Bank under this Note, including any refunding of an outstanding Advance as the same type
of Advance or the conversion of any such outstanding Advance to another type of Advance, and shall include a LIBOR-based Advance
and a Prime-based Advance.


 


“Applicable Interest Rate”
means the LIBOR-based Rate plus the Applicable Margin or the Prime Referenced Rate plus the Applicable Margin, as selected by the
undersigned from time to time or as otherwise determined in accordance with the terms and conditions of this Note.


 


“Applicable Margin” means:


 


		(a)	in respect of the LIBOR–based Rate, two and thirty five one hundredths percent (2.35%) per
annum; and



 


		(b)	in respect of the Prime Referenced Rate, zero percent (0%) per annum.



 



    5 


     


    




“Business Day” means any day,
other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation,
on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange)
in Detroit, Michigan, and, in respect of notices and determinations relating to LIBOR-based Advances, the LIBOR-based Rate and
the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the London interbank market
and on which banks are open for business in London, England.


 


“Change in Law” means the occurrence,
after the date hereof, of any of the following: (i) the adoption or introduction of, or any change in any applicable law, treaty,
rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not applicable to Bank on such date,
or (ii) any change in interpretation, administration or implementation thereof of any such law, treaty, rule or regulation by any
Governmental Authority, or (iii) the issuance, making or implementation by any Governmental Authority of any interpretation, administration,
request, regulation, guideline, or directive (whether or not having the force of law), including any risk-based capital guidelines.
For purposes of this definition, (x) a change in law, treaty, rule, regulation, interpretation, administration or implementation
shall include, without limitation, any change made or which becomes effective on the basis of a law, treaty, rule, regulation,
interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such
law, treaty, rule, regulation, interpretation, administration or implementation, and (y) the Dodd-Frank Wall Street Reform and
Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives
promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in “Law”, regardless
of the date enacted, adopted, issued or promulgated, whether before or after the date hereof, and (z) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to
be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.


 


“Credit Agreement” shall mean
the Amended and Restated Credit Agreement dated November 16, 2010 between undersigned and Bank, as the same may be amended or modified
from time to time.


 


“Daily Adjusting LIBOR Rate”
means, for any day, a per annum interest rate which is equal to the quotient of the following:


 


		(a)	for any day, the per annum rate of interest determined on the basis of the rate for deposits in
United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information
Service as of 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical) on such day, or if such day is not a Business
Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial
Markets Information Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for such day
shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably
selected by Bank, or, in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such day shall, instead,
be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan
time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business
Day, in the interbank eurodollar market in an amount comparable to the applicable principal amount of Indebtedness hereunder and
for a period equal to one (1) month;



 


divided by


 


		(b)	1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain
reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the
Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against
a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans,
the rate at which such reserves are required to be maintained on such category.



 


“Governmental Authority” means
the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation,
any supranational bodies such as the European Union or the European Central Bank).


 



    6 


     


    




“Interest Period” means, with
respect to a LIBOR-based Advance, a period of one (1) month, two (2) months, or three (3) months, as selected by the undersigned
(and which period is acceptable to Bank in its sole discretion), or as otherwise determined pursuant to and in accordance with
the terms of this Note, commencing on the day a LIBOR-based Advance is made or the day an Advance is converted to a LIBOR-based
Advance or the day an outstanding LIBOR-based Advance is refunded or continued as another LIBOR-based Advance for an applicable
Interest Period, provided that any Interest Period which would otherwise end on a day which is not a Business Day shall be extended
to the next succeeding Business Day, except that if the next succeeding Business Day falls in another calendar month, the Interest
Period shall end on the next preceding Business Day, and when an Interest Period begins on a day which has no numerically corresponding
day in the calendar month during which such Interest Period is to end, it shall end on the last Business Day of such calendar month.
In the event that any LIBOR-based Advance is at any time refunded or continued as another LIBOR-based Advance for an additional
Interest Period, such Interest Period shall commence on the last day of the preceding Interest Period then ending.


 


“LIBOR-based Advance” means
an Advance which bears interest at the LIBOR-based Rate plus the Applicable Margin.


 


“LIBOR-based Rate” means a
per annum interest rate which is equal to the quotient of the following:


 


		(a)	the LIBOR Rate;



 


divided by


 


		(b)	1.00 minus the maximum rate (expressed as a decimal) during such Interest Period at which Bank
is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board
of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to
maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes
eurodollar loans, the rate at which such reserves are required to be maintained on such category.



 


“LIBOR Lending Office” means
Bank's office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic or foreign, as it may
hereafter designate as its LIBOR Lending Office by notice to the undersigned.


 


“LIBOR Rate” means, with respect
to any Indebtedness outstanding under this Note bearing interest on the basis of the LIBOR-based Rate, the per annum rate of interest
determined on the basis of the rate for deposits in United States Dollars for a period equal to the relevant Interest Period for
such Indebtedness, commencing on the first day of such Interest Period, appearing on Page BBAM of the Bloomberg Financial Markets
Information Service as of 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical), two (2) Business Days prior
to the first day of such Interest Period. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets
Information Service (or otherwise on such Service), the “LIBOR Rate” shall be determined by reference to such other
publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or, in the absence of such other
service, the “LIBOR Rate” shall, instead, be determined based upon the average of the rates at which Bank is offered
dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical), two (2) Business Days prior
to the first day of such Interest Period in the interbank eurodollar market in an amount comparable to the principal amount of
the respective LIBOR-based Advance which is to bear interest on the basis of such LIBOR-based Rate and for a period equal to the
relevant Interest Period.


 


“Prime Rate” means the per
annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate
is not necessarily the lowest rate on loans made by Bank at any such time.


 


“Prime-based Advance” means
an Advance which bears interest at the Prime Referenced Rate plus the Applicable Margin.


 


“Prime Referenced Rate” means,
for any day, a per annum interest rate which is equal to the Prime Rate in effect on such day, but in no event and at no time shall
the Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for such day plus two and one-half percent (2.50%)
per annum. If, at any time, Bank determines that it is unable to determine or ascertain the Daily Adjusting LIBOR Rate for any
day, the Prime Referenced Rate for each such day shall be the Prime Rate in effect at such time, but not less than two and one-half
percent (2.50%) per annum.


 


“Request for Advance” means
a Request for Advance issued by the undersigned under this Note in the form annexed to this Note as Exhibit “A”.


 



    7 


     


    

 





No delay or failure of Bank in exercising
any right, power or privilege hereunder shall affect such right, power or privilege, nor shall any single or partial exercise thereof
preclude any further exercise thereof, or the exercise of any other power, right or privilege. The rights of Bank under this Note
are cumulative and not exclusive of any right or remedies which Bank would otherwise have, whether by other instruments or by law.


 


THE MAXIMUM INTEREST RATE SHALL NOT
EXCEED 25% PER ANNUM OR THE HIGHEST APPLICABLE USURY CEILING, WHICHEVER IS LESS.


 


THE UNDERSIGNED AND BANK, BY ACCEPTANCE
OF THIS NOTE, ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE,
KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING
THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE OR THE INDEBTEDNESS.


 


This Note amends, restates, and increases
that certain Master Revolving Note dated as of January 6, 2012, made in the principal amount of Six Million Dollars ($6,000,000)
by the undersigned payable to Bank (as amended, the “Prior Note”); provided, however, (i) the execution
and delivery by the undersigned of this Note shall not, in any manner or circumstance, be deemed to be a payment of, a novation
of or to have terminated, extinguished or discharged any of the undersigned’s indebtedness evidenced by the Prior Note, all
of which indebtedness shall continue under and shall hereinafter be evidenced and governed by this Note, and (ii) all collateral
and guaranties securing or supporting the Prior Note shall continue to secure and support this Note.


 


 





	 	PERCEPTRON, INC.


 


 


 


 


By:
 /s/ David L. Watza                                         


SIGNATURE
OF DAVID WATZA


 


Its:
 Senior Vice President, Finance & Chief Financial


Officer





 


 





	47827 Halyard Dr.	Plymouth	Michigan	48170
	STREET ADDRESS	CITY	STATE	ZIP










 


 


	For Bank Use Only	 
	
        LOAN OFFICER INITIALS

         
	
        LOAN GROUP NAME

         
	
        OBLIGOR NAME

        Perceptron, Inc.

	
        LOAN OFFICER ID. NO.

         
	
        LOAN GROUP NO.

         
	
        OBLIGOR NO.

         
	
        NOTE NO.

         
	
        AMOUNT

        $10,000,000

	 	 	 	 	 


 


 








    8