Exhibit 10.3


 


*000000070527950820780*


 


BUSINESS LOAN AGREEMENT


 


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials


 


	$4,495,000.00	06-07-2021	07-01-2026	527950820780	151 / 55		 225	 


 


References in the boxes above are for Lender's
use only and do not limit the applicability of this document to any particular loan or item.


 


Any item above containing "***"
has been omitted due to text length limitations.


 


	Borrower:	
    Medalist Fund II-B, LLC, a Delaware
    limited liability company

    1051 E Cary Street, Suite 601

    Richmond, VA 23219
	Lender:	
    THE OLD POINT NATIONAL BANK OF PHOEBUS

    Peninsula Lending

    1 West Mellen Street

    Hampton, VA 23663



 


THIS BUSINESS LOAN AGREEMENT dated
June 7, 2021, is made and executed between Medalist Fund II-B, LLC, a Delaware limited liability company ("Borrower") and THE
OLD POINT NATIONAL BANK OF PHOEBUS ("Lender") on the following terms and conditions. Borrower has received prior commercial
loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may
be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or
extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B)
the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and
(C) all such Loans shall be and remain subject to the terms and conditions of this Agreement. This Agreement shall apply to any and all
present and future loans, loan advances, extension of credit, financial accommodations and other agreements and undertakings of every
nature and kind that may be entered into by and between Borrower and Lender now and in the future.


 


TERM. This Agreement shall
be effective as of June 7, 2021, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender
have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until July 1,
2026.


 


CONDITIONS PRECEDENT TO EACH ADVANCE.
Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to
Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.


 


Loan Documents. Borrower shall
provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in
the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence of insurance as
required below; (5) guaranties; (6) together with all such Related Documents as Lender may require for the Loan; all in form and substance
satisfactory to Lender and Lender's counsel.


 


Borrower's Authorization. Borrower
shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery
of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations,
documents and instruments as Lender or its counsel, may require.


 


Payment of Fees and Expenses.
Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement
or any Related Document.


 


Representations and Warranties.
The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered
to Lender under this Agreement are true and correct.


 


No Event of Default. There
shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related
Document.


 


REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as
of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization. Borrower is a
limited liability company which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue
of the laws of the State of Delaware. Borrower is duly authorized to transact business in all other states in which Borrower is doing
business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business.
Specifically, Borrower is, and at all times shall be, duly qualified as a foreign limited liability company in all states in which the
failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority
to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains
an office at 1051 E Cary Street, Suite 601, Richmond, VA 23219. Unless Borrower has designated otherwise in writing, the principal office
is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender
prior to any change in the location of Borrower's state of organization or any change in Borrower's name. Borrower shall do all things
necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and
Borrower's business activities.


 


Assumed Business Names. Borrower
has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the
name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.


 


Authorization. Borrower's execution,
delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower,
do not require the consent or approval of any other person, regulatory authority, or governmental body, and do not conflict with, result
in a violation of, or constitute a default under (1) any provision of (a) Borrower's articles of organization or membership agreements,
or (b) any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable
to Borrower or to Borrower's properties. Borrower has the power and authority to enter into the Note and the Related Documents and to
grant collateral as security for the Loan. Borrower has the further power and authority to own and to hold all of Borrower's assets and
properties, and to carry on Borrower's business as presently conducted.


 






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Financial Information. Each
of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of
the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent
financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements.


 


Legal Effect. This Agreement
constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal, valid,
and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.


 


Properties. Except as contemplated
by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted by Lender, and
except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of Borrower's properties
free and clear of all Security Interests, and has not executed any security documents or financing statements relating to such properties.
All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed a financing statement under any other
name for at least the last five (5) years.


 


Hazardous Substances. Except
as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership
of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe
that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal,
release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any
of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither
Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store,
treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted
in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental
Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate
to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's
expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower
or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the
Collateral for hazardous waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for
indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify,
defend, and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly
or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture,
storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions of this section of
the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness and the termination, expiration
or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether
by foreclosure or otherwise.


 


Litigation and Claims. No litigation,
claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened,
and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation,
claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.


 


Taxes. To the best of Borrower's
knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments
and other governmental charges have been paid in full, except those presently being or to be contested by Borrower in good faith in the
ordinary course of business and for which adequate reserves have been provided.


 


Lien Priority. Unless otherwise
previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or
attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan
and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral.


 


Binding Effect. This Agreement,
the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors,
representatives and assigns, and are legally enforceable in accordance with their respective terms.


 


Commercial Purposes. Borrower
intends to use the Loan proceeds solely for business or commercially related purposes.


 


Employee Benefit Plans. Each
employee benefit plan as to which Borrower may have any liability complies in all material respects with all applicable requirements of
law and regulations, and (1) no Reportable Event nor Prohibited Transaction (as defined in ERISA) has occurred with respect to any such
plan, (2) Borrower has not withdrawn from any such plan or initiated steps to do so, (3) no steps have been taken to terminate any such
plan or to appoint a trustee to administer such a plan, and (4) there are no unfunded liabilities other than those previously disclosed
to Lender in writing.


 


Investment Company Act. Borrower
is not an "investment company" or a company "controlled" by an "investment company", within the meaning
of the Investment Company Act of 1940, as amended.


 


Public Utility Holding Company
Act. Borrower is not a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate"
of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.


 


Regulations T and U. Borrower
is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System).


 


Information. All information
previously furnished or which is now being furnished by Borrower to Lender for the purposes of or in connection with this Agreement or
any transaction contemplated by this Agreement is, and all information furnished by or on behalf of Borrower to Lender in the future will
be, true and accurate in every material respect on the date as of which such information is dated or certified; and no such information
is or will be incomplete by omitting to state any material fact the omission of which would cause the information to be misleading.


 


Claims and Defenses. There
are no defenses or counterclaims, offsets or other adverse claims, demands or actions of any kind, personal or otherwise, that Borrower,
any Grantor, or any Guarantor could assert with respect to the Note, Loan, this Agreement, or the Related Documents.


 






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AFFIRMATIVE COVENANTS. Borrower
covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Repayment. Repay the Loan in
accordance with its terms and the terms of this Agreement.


 


Notices of Claims and Litigation.
Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all
threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which
could materially affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial Records. Maintain
its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books
and records at all reasonable times.


 


Financial Statements. Furnish
Lender with the following:


 


Annual Statements. As soon
as available after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, prepared by Borrower
in form satisfactory to Lender.


 


Tax Returns. As soon as available,
but in no event later than one-hundred-twenty (120) days after the applicable filing date for the tax reporting period ended, Borrower's
Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender.


 


Additional Requirements.


 


Signed and Dated Business Tax Returns
(including all schedules) of Borrower and Medalist Fund Manager or business entity yet to be determined


 


Signed and Dated Personal Tax Returns
(including all schedules) of William Elliott and Thomas Messier


 


Signed and Dated Personal Financial
Statement of William Elliott and Thomas Messier


 


Signed and dated real estate portfolio
summaries reflecting all properties owned by Medalist Fund II LLC and Medalist Fund REIT


 


Signed and dated Current Rent Roll
for property located at 1244 Executive Blvd., Chesapeake, VA 23320


 


Addendums and changes to Lease Agreements
/ Copies of New Lease Agreements


 


Borrower and Guarantor must also
provide additional financial information when requested by OPNB.


 


All financial reports required to
be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as
being true and correct.


 


Additional Information. Furnish
such additional information and statements, as Lender may request from time to time.


 


Financial Covenants and Ratios.
Comply with the following covenants and ratios:


 


Minimum Occupancy Requirements.
Borrower shall comply with the following property occupancy requirements:


 


Property Occupancy: The Property
shall maintain occupancy of at least 80% to be measured annually using a Certified Rent Roll from the Property Management Company, Dodson
Property Management. Occupancy percentage shall be determined by taking the total occupied square footage and dividing it y the total
leasable square forage of the Property.


 


Minimum Income and Cash flow Requirements.
Borrower shall comply with the following cash flow ratio requirements:


 


Debt Service Coverage Ratio (DSCR)
Ratio. Maintain a ratio of Debt Service Coverage Ratio (DSCR) in excess of 1.350 to 1.000. This coverage ratio will be evaluated
as of year-end.


 


Except as provided above, all computations
made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally accepted accounting
principles, applied on a consistent basis, and certified by Borrower as being true and correct.


 






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Insurance. Maintain fire and
other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's properties
and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will
deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that
coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender. Each insurance policy
also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default
of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest
for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require.


 


Insurance Reports. Furnish
to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request,
including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the
properties insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining
those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower
will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral.
The cost of such appraisal shall be paid by Borrower.


 


Guaranties. Prior to disbursement
of any Loan proceeds, furnish executed guaranties of the Loans in favor of Lender, executed by the guarantors named below, on Lender's
forms, and in the amounts and under the conditions set forth in those guaranties.


 


	 	Names of Guarantors	Amounts
	 	 	 
	 	Medalist Fund II, LLC, a Delaware limited liability company	Unlimited
	 	 	 
	 	William R.  Elliott	$250,000.00
	 	 	 
	 	Thomas E.  Messier	$250,000.00


 


Other Agreements. Comply
with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify
Lender immediately in writing of any default in connection with any other such agreements.


 


Loan Proceeds. Use all Loan
proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing.


 






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Taxes, Charges and Liens.
Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on
which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties,
income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax, charge, levy, lien
or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings, and (2) Borrower shall have
established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge, levy, lien, or claim in accordance
with GAAP.


 


Performance. Perform and
comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all
other instruments and agreements between Borrower and Lender, and in all other loan agreements now or in the future existing between Borrower
and any other party. Borrower shall notify Lender immediately in writing of any default in connection with any agreement.


 


Operations. Maintain executive
and management personnel with substantially the same qualifications and experience as the present executive and management personnel;
provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and
prudent manner.


 


Environmental Studies. Promptly
conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested by Lender or
any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic or a hazardous substance
under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any property or any facility owned,
leased or used by Borrower.


 


Compliance with Governmental
Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable
to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation,
the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance
during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long
as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security
or a surety bond, satisfactory to Lender, to protect Lender's interest.


 


Inspection. Permit employees
or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and
to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records.
If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software
programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party
to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request,
all at Borrower's expense.


 


Change of Location. Immediately
notify Lender in writing of any additions to or changes in the location of Borrower's businesses.


 


Title to Assets and Property.
Maintain good and marketable title to all of Borrower's assets and properties.


 


Notice of Default, Litigation
and ERISA Matters. Forthwith upon learning of the occurrence of any of the following, Borrower shall provide Lender with written notice
thereof, describing the same and the steps being taken by Borrower with respect thereto: (1) the occurrence of any Event of Default, or
(2) the institution of, or any adverse determination in, any litigation, arbitration proceeding or governmental proceeding, or (3) the
occurrence of a Reportable Event under, or the institution of steps by Borrower to withdraw from, or the institution of any steps to terminate,
any employee benefit plan as to which Borrower may have any liability.


 






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Other Information. From
time to time Borrower will provide Lender with such other information as Lender may reasonably request.


 


Employee Benefit Plans.
So long as this Agreement remains in effect, Borrower will maintain each employee benefit plan as to which Borrower may have any liability,
in compliance with all applicable requirements of law and regulations.


 


Compliance Certificates.
Unless waived in writing by Lender, provide Lender at least annually, with a certificate executed by Borrower's chief financial officer,
or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true
and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists
under this Agreement.


 


Environmental Compliance and
Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an
intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied
by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to
and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish
to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive,
letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission
on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural
resources.


 


Additional Assurances. Make,
execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements,
instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to
perfect all Security Interests.


 


LENDER'S EXPENDITURES. If any action
or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision
of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower
is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated
to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests,
encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving
any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the
Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness
and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of
the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity.


 


NEGATIVE COVENANTS. Borrower covenants
and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:


 






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Indebtedness and Liens.
(1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create,
incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge, lease, grant
a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of
Borrower's accounts, except to Lender.


 


Continuity of Operations.
(1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations,
liquidate, merge or restructure as a legal entity (whether by division or otherwise), consolidate with or acquire any other entity, change
its name, convert to another type of entity or redomesticate, dissolve or transfer or sell Collateral out of the ordinary course of business,
or (3) make any distribution with respect to any capital account, whether by reduction of capital or otherwise.


 


Loans, Acquisitions and Guaranties.
(1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest
in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.


 


Agreements. Enter into any
agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under this Agreement
or in connection herewith.


 


CESSATION OF ADVANCES. If Lender has
made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation
to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower or any Guarantor dies,
becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (C) there
occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty
of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure, even though no Event of Default shall have
occurred.


 


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,
and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's charge and setoff rights provided
in this paragraph.


 


DEFAULT. Each of the following shall
constitute an Event of Default under this Agreement:


 


Payment Default. Borrower
fails to make any payment when due under the Loan.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement 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.


 


Environmental Default. Failure
of any party to comply with or perform when due any term, obligation, covenant or condition contained in any environmental agreement executed
in connection with any Loan.


 


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 or any Grantor's property or Borrower's or any Grantor's
ability to repay the Loans or perform their respective obligations under this Agreement 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, or made by Guarantor, under this Agreement
or the Related Documents in connection with the obtaining of the Loan evidenced by the Note or any security document directly or indirectly
securing repayment of the Note 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 or termination of Borrower's existence as a going business or the death of any member, or a trustee or receiver is appointed
for Borrower or for all or a substantial portion of the assets of Borrower, or Borrower makes a general assignment for the benefit of
Borrower's creditors, or Borrower files for bankruptcy, or an involuntary bankruptcy petition is filed against Borrower and such involuntary
petition remains undismissed for sixty (60) days.


 


Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to
create a valid and perfected security interest or lien) at any time and for any reason.


 


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.


 


Execution; Attachment. Any
execution or attachment is levied against the Collateral, and such execution or attachment is not set aside, discharged or stayed within
thirty (30) days after the same is levied.


 


Change in Zoning or Public Restriction.
Any change in any zoning ordinance or regulation or any other public restriction is enacted, adopted or implemented, that limits or defines
the uses which may be made of the Collateral such that the present or intended use of the Collateral, as specified in the Related Documents,
would be in violation of such zoning ordinance or regulation or public restriction, as changed.


 


Default Under Other Lien Documents.
A default occurs under any other mortgage, deed of trust or security agreement covering all or any portion of the Collateral.


 


Judgment. Unless adequately
covered by insurance in the opinion of Lender, the entry of a final judgment for the payment of money involving more than ten thousand
dollars ($10,000.00) against Borrower and the failure by Borrower to discharge the same, or cause it to be discharged, or bonded off to
Lender's satisfaction, within thirty (30) days from the date of the order, decree or process under which or pursuant to which such judgment
was entered.


 






    7 


     


    

 


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.


 


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


 


Insecurity. Lender in good
faith believes itself insecure.


 


EFFECT OF AN EVENT OF DEFAULT. If
any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations
of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to
make further Loan Advances or disbursements), and, at Lender's option, all sums owing in connection with the Loans, including all principal,
interest, and all other fees, costs and charges, if any, will become immediately due and payable, all without notice of any kind to Borrower,
except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration
shall be automatic and not optional. In addition, Lender shall have all the rights and remedies provided in the Related Documents or available
at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative
and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy,
and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.


 


ADDITIONAL DOCUMENTS. Borrower shall
provide Lender with the following additional documents:


 


Articles of Organization and
Company Resolutions. Borrower has provided or will provide Lender with a certified copy of Borrower's Articles of Organization, together
with a certified copy of resolutions properly adopted by the members of the company, under which the members authorized one or more designated
members or employees to execute this Agreement, the Note and any and all Security Agreements directly or indirectly securing repayment
of the same, and to consummate the borrowings and other transactions as contemplated under this Agreement, and to consent to the remedies
following any default by Borrower as provided in this Agreement and in any Security Agreements.


 


Opinion of Counsel. When
required by Lender, Borrower has provided or will provide Lender with an opinion of Borrower's counsel certifying to and that: (1) Borrower's
Note, any Security Agreements and this Agreement constitute valid and binding obligations on Borrower's part that are enforceable in accordance
with their respective terms; (2) Borrower is validly existing and in good standing; (3) Borrower has authority to enter into this Agreement
and to consummate the transactions contemplated under this Agreement; and (4) such other matters as may have been requested by Lender
or by Lender's counsel.


 


MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Agreement:


 


Amendments. This Agreement,
together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in
this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or amendment.


 


Attorneys' Fees; Expenses.
Borrower agrees that if Lender hires an attorney to help enforce this Agreement, Borrower will pay, subject to any limits under applicable
law, Lender's attorneys' fees and all of Lender's other collection expenses, whether or not there is a lawsuit and including without limitation
additional legal expenses for bankruptcy proceedings.


 


Borrower Information. Borrower
consents to the release of information on or about Borrower by Lender in accordance with any court order, law or regulation and in response
to credit inquiries concerning Borrower.


 


Caption Headings. Caption
headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.


 


Consent to Loan Participation.
Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to
one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more
purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to
the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives
any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower
also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the
Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests.
Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of
such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under
the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser
of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against
Lender.


 


Governing Law. This Agreement
will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the Commonwealth of
Virginia without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the Commonwealth of Virginia.


 


Choice of Venue. If there
is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the applicable courts for the City of Hampton, Commonwealth
of Virginia.


 


Non-Liability of Lender.
The relationship between Borrower and Lender created by this Agreement is strictly a debtor and creditor relationship and not fiduciary
in nature, nor is the relationship to be construed as creating any partnership or joint venture between Lender and Borrower. Borrower
is exercising Borrower's own judgment with respect to Borrower's business. All information supplied to Lender is for Lender's protection
only and no other party is entitled to rely on such information. There is no duty for Lender to review, inspect, supervise or inform Borrower
of any matter with respect to Borrower's business. Lender and Borrower intend that Lender may reasonably rely on all information supplied
by Borrower to Lender, together with all representations and warranties given by Borrower to Lender, without investigation or confirmation
by Lender and that any investigation or failure to investigate will not diminish Lender's right to so rely.


 


Notice of Lender's Breach.
Borrower must notify Lender in writing of any breach of this Agreement or the Related Documents by Lender and any other claim, cause of
action or offset against Lender within thirty (30) days after the occurrence of such breach or after the accrual of such claim, cause
of action or offset. Borrower waives any claim, cause of action or offset for which notice is not given in accordance with this paragraph.
Lender is entitled to rely on any failure to give such notice.


 






    8 


     


    

 


Indemnification of Lender.
Borrower agrees to indemnify, to defend and to save and hold Lender harmless from any and all claims, suits, obligations, damages, losses,
costs and expenses (including, without limitation, Lender's attorneys' fees), demands, liabilities, penalties, fines and forfeitures of
any nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of,
relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well
as by: (1) the ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or maintenance
of any part of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3)
any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental
and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation
of this Agreement as to all matters arising or accruing prior to such cancellation and the foregoing indemnity shall survive in the event
that Lender elects to exercise any of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity
obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of
such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy
or policies affecting the Collateral and/or Borrower's business activities. Should any claim, action or proceeding be made or brought
against Lender by reason of any event as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower,
at its sole cost and expense, shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower's
insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve.
Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees
to pay the fees and disbursements of such attorneys.


 


Counterparts. This Agreement
may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken
together, shall constitute one and the same Agreement.


 


No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay
or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender
of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with
that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower,
or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations
as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender
in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent
may be granted or withheld in the sole discretion of Lender.


 


Notices. Any notice required
to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, if hand delivered, when actually
received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown
near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice
to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees
to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than
one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.


 


Severability. If a court
of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that
finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending
provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified,
it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability
of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement.


 


Sole Discretion of Lender.
Whenever Lender's consent or approval is required under this Agreement, the decision as to whether or not to consent or approve shall
be in the sole and exclusive discretion of Lender and Lender's decision shall be final and conclusive.


 


Subsidiaries and Affiliates
of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any
representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries
and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make
any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.


 


Successors and Assigns.
All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's successors
and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have the right to assign
Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.


 


Survival of Representations
and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties, and
covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement
or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties
and covenants will survive the making of the Loan and delivery to Lender of the Related Documents, shall be continuing in nature, and
shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall
be terminated in the manner provided above, whichever is the last to occur.


 


Time is of the Essence.
Time is of the essence in the performance of this Agreement.


 


Waive Jury. All parties to this
Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.


 


DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references
to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement
shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this
Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date
of this Agreement:


 






    9 


     


    

 


Advance. The word "Advance"
means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance basis
under the terms and conditions of this Agreement.


 


Agreement. The word "Agreement"
means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with all exhibits
and schedules attached to this Business Loan Agreement from time to time.


 


Borrower. The word "Borrower"
means Medalist Fund II-B, LLC, a Delaware limited liability company and includes all co-signers and co-makers signing the Note and all
their successors and assigns.


 


Collateral. The word "Collateral"
means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage,
deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment
trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device,
or any other security or lien interest whatsoever, whether created by law, contract, or otherwise.


 


Environmental Laws. The
words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection
of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto.


 


ERISA. The word "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and including all regulations and published interpretations
of the act.


 


Event of Default. The words
 "Event of Default" mean individually, collectively, and interchangeably any of the events of default set forth in this Agreement
in the default section of this Agreement.


 


GAAP. The word "GAAP"
means generally accepted accounting principles.


 


Grantor. The word "Grantor"
means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, and their personal representatives,
successors and assigns.


 


Guarantor. The word "Guarantor"
means any guarantor, surety, or accommodation party of any or all of the Loan, and, in each case, Borrower's successors, assigns, heirs,
personal representatives, executors and administrators of any guarantor, surety, or accommodation party.


 


Guaranty. The word "Guaranty"
means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.


 


Hazardous Substances. The
words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored,
disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very
broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under
the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products
or any fraction thereof and asbestos.


 


Indebtedness. The word "Indebtedness"
means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness
and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents.


 


Lender. The word "Lender"
means THE OLD POINT NATIONAL BANK OF PHOEBUS, its successors and assigns.


 


Loan. The word "Loan"
means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced,
including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached
to this Agreement from time to time, and further including any and all subsequent amendments, additions, substitutions, renewals and refinancings
of any of Borrower's Loans.


 


Note. The word "Note"
means the Note dated June 7, 2021 and executed by Medalist Fund II-B, LLC, a Delaware limited liability company in the principal amount
of $4,495,000.00, together with all modifications of and renewals, replacements, and substitutions for the note or credit agreement.


 


Permitted Liens. The words
 "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes,
assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen,
or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4)
purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course
of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement
titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed
to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and
insignificant monetary amount with respect to the net value of Borrower's assets.


 


Related Documents. The words
 "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security
agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether
now or hereafter existing, executed in connection with the Loan.


 


Security Agreement. The
words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings
or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest.


 


Security Interest. The words
 "Security Interest" mean, individually, collectively, and interchangeably, without limitation, any and all types of collateral
security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment,
pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust
receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest
whatsoever whether created by law, contract, or otherwise.


 




    10 


     


    

 


BORROWER ACKNOWLEDGES HAVING READ ALL
THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED JUNE 7, 2021.


 


THIS AGREEMENT IS GIVEN UNDER SEAL AND
IT IS INTENDED THAT THIS AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.


 


BORROWER:


 


Medalist Fund II-B, LLC, a


Delaware limited liability company


 


		By:	Medalist Fund II, LLC, a



Delaware limited liability company


		Its:	Sole Member



 


		By:	Medalist Fund Manager, Inc., a



Virginia corporation


		Its:	Manager



 


	By: 	/s/ William Elliott	 
	Name: 	William Elliott	 
	Title: 	Co-President	 



  


LENDER:


 


THE OLD POINT NATIONAL BANK OF PHOEBUS


 





	By:	/s/ Natasha Merz	 (Seal) 
	 	Authorized Officer	 


 



    11
Signature page to Business Loan Agreement