Exhibit 10.8


 


 


Note


 


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	Date:	 	March 10, 2021
	 	 	 
	Note Amount:	 	$108,750
	 	 	 
	Borrower:	 	AVX DESIGN & INTEGRATION, INC.
	 	 	 
	Lender:	 	JPMorgan Chase Bank, N.A.




 


1. PROMISE TO PAY.


 


Borrower promises to pay to the order of Lender the
Note Amount, plus interest on the unpaid principal balance at the Note Rate, and all other amounts required by this Note.


 


2. DEFINITIONS.


 


"CARES Act" means the Coronavirus
Aid, Relief, and Economic Security Act, as amended, and the applicable Paycheck Protection Program rules, interim rules, regulations,
guidance and Frequently Asked Questions.


 


"Covered Period" means the period beginning
on the date on which the proceeds of the Loan are disbursed to Borrower and ending on any date selected by Borrower that occurs
during the period (i) beginning on the date that is 8 weeks after the date of disbursement, and (ii) ending on the date that is
24 weeks after the date of disbursement.


 


"Deferral Period" means the period ending
on the date on which the amount of any forgiveness of the Loan determined under the CARES Act is remitted to Lender by SBA or forgiveness
is denied. However, if Borrower does not apply for forgiveness of the Loan within 10 months after the last day of the Covered Period,
the Deferral Period will end on the date that is 10 months after the last day of the Covered Period.


 


"Loan" means the loan evidenced by this
Note.


 


"Maturity Date" means the fifth anniversary
of the original disbursement date of the Loan.


 


"Note Rate" means an interest rate
of 0.98% Per Annum and interest shall accrue on the unpaid principal balance computed on the basis of the actual number of days
elapsed in a year of 360 days.


 


 


 


 






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"Per Annum" means for a year deemed to
be comprised of 360 days.


 


"SBA" means the Small Business Administration,
an agency of the United States of America.


 


3. CONDITIONS PRECEDENT TO FUNDING OF LOAN.


 


Before the funding of the Loan, the following conditions
must be satisfied:


	 	A.	Lender has approved the request for the Loan.
	 	B.	 Lender has received approval
from SBA to fund the Loan.




 


4. PAYMENT TERMS.


 


Borrower will pay this Note as follows:


		A.	No Payments During Deferral Period. There shall be no payments due by Borrower during the Deferral
Period.



		B.	Principal and Interest Payments. Lpon the expiration of the Deferral Period, Lender will notify Borrower (in a billing statement
or by other means) of the due date for the first payment (the "First Payment Date"). Commencing on the First Payment
Date and continuing on the same day of each month thereafter until the Maturity Date, Borrower shall pay to Lender equal monthly
payments of principal and interest, through the month prior to the Maturity Date; provided that the initial payments shall be applied
to the interest accrued during the Deferral Period until such amount has been satisfied.



		C.	Maturity Date. On the Maturity Date, Borrower shall pay to Lender any and all unpaid principal
plus accrued and unpaid interest. This Note will mature on the Maturity Date.



		D.	If any payment is due on a date for which there is no numerical equivalent in a particular calendar
month then it shall be due on the last day of such month. If any payment is due on a day that is not a Business Day, the payment
will be made on the next Business Day. The term "Business Day" means a day other than a Saturday, Sunday or any other
day on which national banking associations are authorized to be closed.



		E.	Payments shall be allocated among principal and interest at the discretion of Lender unless otherwise
agreed or required by applicable law. However, in the event the Loan, or any portion thereof, is forgiven pursuant to the Paycheck
Protection Program under the CARES Act, the amount so forgiven shall be applied in accordance with applicable law and regulations.



		F.	If Lender or SBA determines that Borrower was not eligible for all or any portion of the Loan,
then Borrower shall repay the Loan, or the portion of the Loan for which Borrower was not eligible, together with any accrued and
unpaid interest, immediately upon notice from Lender or SRA of this determination.



		G.	Borrower may prepay this Note at any time without payment of any premium.



 


 


 


 






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5. AGREEMENTS.


 


Borrower understands and agrees as follows: 


		A.	The Loan is to be made under the SBA's Paycheck Protection Program.



		B.	Any loan made under the SBA's Paycheck Protection Program must be submitted to and approved by SBA. As there is limited funding
available under the Paycheck Protection Program, it is possible that not all applications submitted will be approved by SBA. Lender
is participating in the Paycheck Protection Program to help businesses experiencing the economic impacts from COVID 19 obtain funding
through the program. Lender anticipates high application volume and that there may be processing and system issues that impact
the intake, ordering and/or submission of loan requests to SBA. While Lender will use best efforts in this extraordinary time,
Lender cannot guarantee it will be able to submit Borrower's application before SBA funding is no longer available. Borrower understands
and agrees that Lender will not be liable to Borrower if Borrower fails to obtain the loan applied for. As such, Borrower releases
and waives claims concerning Lender's processes and systems for obtaining, ordering and submitting applications to SBA and further
releases and waives to the maximum extent not prohibited by law any claims against Lender for special, exemplary, punitive or consequential
damages relating to any application. This provision supersedes any prior communications, understandings or agreements on the issues
set forth herein.



		C.	Borrower must use all Loan proceeds only for purposes permitted under the Paycheck Protection
Program provided for in the CARES Act.



		D.	Forgiveness of the Loan is not automatic and Borrower must request it. Borrower is responsible
for understanding the requirements for obtaining forgiveness, and for complying with those requirements. Borrower is not relying
on Lender for its understanding of the requirements for forgiveness such as eligible expenditures, necessary records/documentation,
Borrower certifications, or possible reductions due to changes in number of employees or compensation. Rather Borrower will consult
the SBA's Paycheck Protection Program materials. Borrower understands that these requirements may change from time to time.



		E.	The application for this Loan is subject to review and Borrower may nol receive the Loan. The
Loan also remains subject to availability of funds under the SBA's Paycheck Protection Program, and to the SBA issuing an SBA loan
number.



		F.	If the terms and conditions of the SBAs Paycheck Protection Program are changed in any manner
that retroactively makes or requires changes to the terms of the Loan, whether by statute, regulation, interpretation, guidance
or judicial action, then the terms of this Note will be automatically amended to reflect :hose retroactively made or required changes.



 


6. DEFAULT.


 


Borrower is in default under this Note if Borrower:


		A.	Fails to make a payment when due under the Note or otherwise fails to comply with any provision
of this Note.



		B.	Does not disclose, or anyone acting on its behalf does not disclose, any material fact to Lender or SBA.



		C.	Makes, or anyone acting on its behalf makes, a materially false or misleading representation,
attestation or

certification to Lender or SBA in connection with Borrower's request for this Loan under the CARES Act.



		D.	Becomes the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or
liquidator

appointed for any part of its business or property, or makes an assignment for the benefit of creditors.



		E.	Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without
Lender's prior written consent.



		F.	Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's
ability to pay this Note.



 


 


 


 






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7. LENDER'S RIGHTS IF THERE IS A DEFAULT.


 


Without notice or demand and without giving up any
of its rights, Lender may:


		A.	Require immediate payment of all amounts owing under this Note.



		B.	Collect all amounts owing from Borrower.



		C.	File suit and obtain judgment.



 


8. LENDER'S GENERAL POWERS.


 


Without notice or Borrower's consent, Lender may incur
expenses to collect amounts due under this Note and enforce the terms of this Note. Among other things, the expenses may include
reasonable attorney's fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the
expenses to the principal balance.


 


9. GOVERNING LAW AND VENUE; WHEN FEDERAL LAW APPLIES.


 


When SBA is the holder, this Note shall be interpreted
and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording
documents, giving notice, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local
control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny
any obligation, defeat any claim of SBA, or preempt federal law.


 


If SBA is not the holder, this Note shall be governed
by and construed in accordance with the laws of the State of Ohio where the main office of Lender is located. MATTERS REGARDING
INTEREST TO BE CHARGED BY LENDER AND THE EXPORTATION OF INTEREST SHALL BE GOVERNED BY FEDERAL LAW (INCLUDING WITHOUT LIMITATION
12 U.S.C. SECTIONS 85 AND 1831 u) AND THE LAW OF THE STATE OF OHIO. The extension of credit that is the subject of this Note is
being made by Lender in Ohio.


 


10. SUCCESSORS AND ASSIGNS.


 


Under this Note, Borrower includes its successors,
and Lender includes its successors and assigns.


 


11. GENERAL PROVISIONS.


 


		A.	Borrower must sign all documents necessary at any time to comply with the Loan.



		B.	Borrower's execution of this Note has been duly authorized by all necessary actions of its governing
body. The person signing this Note is duly authorized to do so on behalf of Borrower.



		C.	This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender. The liabilities guaranteed
pursuant to any existing or future guaranty in favor of Lender shall not include this Note. The liabilities secured by any existing
or future security instrument in favor of Lender shall not include this Note.



		D.	Lender
may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing
any of its rights without giving up any of them.



		E.	Borrower may not use an oral statement of Lender or SBA to contradict or
alter the written terms of this Note.



		F.	If any part of this Note is unenforceable, all other parts remain in effect.



 


 


 


 






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		G.	To the extent allowed by law, Borrower waives all demands and notices in connection with this
Note, including presentment, demand, protest, and notice of dishonor.



		H.	Borrower's liability under this Note will continue with respect to any amounts SBA may pay Lender
based on an SBA guarantee of this Note. Any agreement with Lender under which SBA may guarantee this Note does not create any third
party rights or benefits for Borrower and, if SBA pays Lender under such an agreement, SBA or Lender may then seek recovery from
Borrower of amounts paid by SBA.



		I.	Lender reserves the right to modify the Note Amount based on documentation received from Borrower.



 


12. ELECTRONIC SIGNATURES.


 


Borrower agrees that its electronic signature
shall have the same force and effect as an original signature and shall be deemed (i) to be "written" or "in writing"
or an "electronic record", (ii) to have been signed, and (iii) to constitute a record established and maintained in the
ordinary course of business and an original written record when printed from electronic files. Such paper copies or "printouts,"
if introduced as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the
parties to the same extent and under the same conditions as other original business records created and maintained in documentary
form.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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