Exhibit 10.9


 


PROMISSORY NOTE


 


	Borrower:	FOCUS UNIVERSAL INC.	Lender:	East West Bank
	 	2311 E Locust St	 	Loan Servicing Department
	 	Ontario, CA 91761	 	9300 Flair Drive, 6th Floor
	 	 	 	El Monte, CA 91731




 


	Principal Amount:          
    $1,500,000.00	Date of Note:          
    January 8, 2021




 


PROMISE TO PAY.
FOCUS UNIVERSAL INC. ("Borrower') promises to pay to East West Bank ("Lender"), or order, in lawful money of the
United States of America, the principal amount of One Million Five Hundred Thousand & 00/100 Dollars ($1,500,000.00), together
with interest on the unpaid principal balance from January 8, 2021, until paid in full.


 


PAYMENT. An initial
disbursement of $1,000,000,00 at Loan funding will be payable as follows: Subject to any payment changes resulting from changes
in the Index, Borrower will pay this loan in 59 regular payments of $4,518.51 each and one irregular last payment estimated at
$902,252.95. Borrowers first payment is due February 22, 2021, and all subsequent payments are due on the same day of each month
after that. Borrower's final payment will be due on January 22, 2026, and will be for all principal and all accrued interest
not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law, payments will be
applied first to any accrued unpaid interest as shown on the most recent statement or bill provided to Borrower (if no statement
or bill has been provided for any reason, it shall be applied to the unpaid interest accrued since the fast payment); then to
principal; then to any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender's address shown
above or at such other place as Lender may designate in writing. If a subsequent disbursement of $500,000.00 occurs pursuant to
the section entitled "Hold Back" stated in the Business Loan Agreement of even date herewith executed by and between
Borrower and Lender, the monthly payments stated herein shall increase in accordance with a 30-year amortization schedule for
the remainder of the loan period.


 


VARIABLE INTEREST RATE.
The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the
daily Wall Street Journal Prime Rate, as quoted in the "Money Rates" column of The Wall Street Journal (Western Edition)
as determined by Lender (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. 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 0.250 percentage points over the Index (the "Margin"), resulting in an initial rate of 3.500%.
If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower.
NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law. Whenever
increases occur in the interest rate, Lender, at its option, may do one or more of the following: (A) increase Borrower's payments
to ensure Borrower's loan will pay off by its original final maturity date, (B) increase Borrower's payments to cover accruing
interest, (C) increase the number of Borrowers payments, and (D) continue Borrower's payments at the same amount and increase Borrower's
final payment.


 


INTEREST CALCULATION
METHOD. Interest on this Note is computed 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 Note is computed using this method.


 


 


 


 






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PREPAYMENT; MINIMUM INTEREST
CHARGE. Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by
law. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a minimum interest
charge of $100.00. Other than Borrower's obligation to pay any minimum interest charge, 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 under the payment schedule. Rather, early payments will reduce the
principal balance due and may result in Borrower's making fewer payments. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends 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: East West Bank, Loan Service Department, 9300 Flair Drive, 6th
Floor El Monte, CA 91731.


 


LATE CHARGE. If a
payment is 11 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled payment or
$5.00, whichever is greater.


 


INTEREST AFTER DEFAULT.
Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase by adding an additional
5.000 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.


 


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 Borrowers property
or Borrower's ability to repay this Note or perform Borrowers 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.


 


Insolvency. The
dissolution or termination of Borrower's existence as a going business, 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.


 


 






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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.


 


Change In Ownership. Any change in ownership
of twenty-five percent (25%) or more of the common stock of Borrower.


 


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.


 


Cure Provisions. If
any default, other than a default in payment, is curable and if Borrower has not been given a notice of a breach of the same provision
of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written notice to Borrower
demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15)
days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter
continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.


 


OTHER DEFAULTS MODIFIED.
Notwithstanding the section above entitled "Other Defaults", Borrower fails to comply with or to perform any other
term. obligation, covenant or condition contained in this Note or Agreement or in any of the Related Documents between Lender and
Borrower; or any shareholder, member, trustor, or any owner of the Borrower also holding a controlling interest in any given entity'
s common stock, membership interest, trust interest, or any other ownership interest ("Related Entity"), fails to comply
with or to perform any other term, obligation, covenant or condition contained in any other agreement between Lender and the Related
Entity.


 


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.


 


JUDICIAL REFERENCE.
If the waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies
of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties
or, if they cannot agree, then any party may seek to have a private judge appointed in accordance with California Code of Civil
Procedure §§ 638 and 640 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive
jurisdiction of the federal courts). The reference proceedings shall be conducted pursuant to and in accordance with the provisions
of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among
others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and
permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records
relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief,
but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the
Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court
under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted
in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge
shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as
a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in
the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code
of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help
remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating
to the applicability, interpretation, and enforceability of this paragraph.


 


The parties agree that
time is of the essence in conducting the referenced proceedings. The parties shall promptly and diligently cooperate with one another
and the referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of the dispute or
controversy in accordance with the terms hereof. The costs shall be borne equally by the parties.


 


 


 


 






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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. Borrower also will pay any court costs, in addition to all other sums provided by law.


 


JURY WAIVER. To the
extent permitted by applicable law, 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 win be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the
State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of California.


 


DISHONORED ITEM FEE.
Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge
with which Borrower pays is later dishonored.


 


COLLATERAL. Borrower acknowledges this Note
is secured by the following collateral described in the security instruments listed herein:


 


(A)  a Deed of Trust dated January 8, 2021,
to a trustee in favor of Lender on real property located in San Bernardino County, State of California. That agreement contains
the following due on sale provision: Lender may, at Lender's option, declare immediately due and payable all sums secured by the
Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or any part of the Real Property, or any
interest in the Real Property. A "sale or transfer' means the conveyance of Real Property or any right, title or interest
in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed,
installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years, lease-option
contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property,
or by any other method of conveyance of an interest in the Real Property. if any Borrower is a corporation, partnership or limited
liability company, transfer also includes any restructuring of the legal entity (whether by merger, division or otherwise) or
any change in ownership of more than twenty-five percent (25%) of the voting stock, partnership interests or limited liability
company interests, as the case may be, of such Borrower. However, this option shall not be exercised by Lender if such exercise
is prohibited by applicable law.


 


(B)  an Assignment of All Rents
to Lender on real property located in San Bernardino County, State of California.


 


(C) 
an Assignment of Deposit Account dated January 8, 2021 made and executed between FOCUS UNIVERSAL INC. and Lender on collateral
described as a deposit account.


 


CERTIFICATION OF ACCURACY.
Borrower certifies under penalty of perjury that all financial documents provided to Lender, which may include income statements,
balance sheets, accounts payable and receivable listings, inventory listings, rents rolls, and tax returns, are the most recent
such documents prepared by Borrower, that they give a complete and accurate statement of the financial condition of Borrower, as
of the dates of such statements, and that no material change has occurred since such time, except as disclosed to Lender in writing.
Borrower agrees to notify Lender immediately of the extent and character of any material adverse change in the Borrower's financial
condition. The financial documents shall constitute continuing representations of Borrower and shall be construed by Lender to
be continuing statements of the financial condition of Borrower and to be new and original statement of all assets and liabilities
of Borrower with respect to each advance under this Note and every other transaction in which Borrower becomes obligated to Lender
until Borrower advises Lender to the contrary. The financial documents are being given to induce Lender to extend credit and Lender
is relying upon such documents. Lender may verify with third parties any information contained in financial documents delivered
to Lender, obtain information from others, and ask and answer questions and requests seeking credit experience about the undersigned.


 


 


 






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CHOICE OF VENUE. If
there is a lawsuit, the undersigned, and if more than one, each of the undersigned, agree upon Lender's request to submit to the
jurisdiction of the courts of Los Angeles County, State of California.


 


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.


 


NOTIFY US OF INACCURATE
INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate information
about Borrower's account(s) to a consumer reporting agency. Borrower's written notice describing the specific inaccuracy(ies) should
be sent to Lender at the following address: East West Bank Loan Service Department P.O. Box 60021 City of Industry, CA 91716-0021.


 


ORAL AGREEMENTS NOT
EFFECTIVE. This Note or Agreement embodies the entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties with
respect to the subject matter hereof and shall remain in full force and effect in accordance with its terms and conditions. Moreover,
any subsequent oral statements, negotiations, agreements or understandings of the parties shall not be effective against Lender
unless (i) expressly stated in writing, (ii) duly approved and authorized by an appropriate decision making committee of Lender
on such terms and conditions as such committee shall deem necessary or appropriate in the committee's sole and absolute opinion
and judgment and (iii) executed by an authorized officer of Lender. Borrower shall not rely or act on any oral statements, negotiations,
agreements or understandings between the parties at anytime whatsoever, including before or during any Lender approval process
stated above. Borrower acknowledges and agrees that Borrower shall be responsible for its own actions, including any detrimental
reliance on any oral statements, negotiations, agreements or understandings between the parties and that Lender shall not be liable
for any possible claims, counterclaims, demands, actions, causes of action, damages, costs, expenses and liability whatsoever,
known or unknown, anticipated or unanticipated, suspected or unsuspected, at law or in equity, originating in whole or in part
in connection with any oral statements, negotiations, agreements or understandings between the parties which the Borrower may now
or hereafter claim against the Lender. Neither this Note or Agreement nor any other Related Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the provisions of this section. Lender may from time to time,
(a) enter into with Borrower written amendments, supplements or modifications hereto and to the Related Documents or (b) waive,
on such terms and conditions as Lender may specify in such instrument, any of the requirements of this Note or Agreement or the
Related Documents or any Event Default and its consequences, if, but only if, such amendment, supplement, modification or waiver
is (i) expressly stated in writing, (ii) duly approved and authorized by an appropriate decision making committee of Lender on
such terms and conditions as such committee shall deem necessary or appropriate in the committee's sole and absolute opinion and
judgment and (iii) executed by an authorized officer of Lender. Then such amendment, supplement, modification or waiver shall be
effective only in the specific instance and specific purpose for which given.


 


GENERAL PROVISIONS.
If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. 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 any applicable statute of limitations, 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


 


 


 


 






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



 


BORROWER:


 


 


 


FOCUS UNIVERSAL INC.


 


By: /s/ Desheng
Wang                                                 


Desheng Wang, CEO / Secretary
of FOCUS UNIVERSAL INC.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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