Exhibit 10.02


 


PROMISSORY NOTE


 


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





 


	$1,000,000.00	08-24-2015	09-01-2020	775	04A0 / 5 / BL1	2920	DAD	 


 





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:	
        OURPET'S COMPANY, VIRTU COMPANY
        and SMP COMPANY INCORPORATED

        

        1300 EAST STREET

        

        FAIRPORT HARBOR,
OH 44077
	Lender:	
        FIRSTMERIT BANK, N.A.

        Commercial Credit Services
#90383

        106 South Main Street

        Akron, OH 44308

        

        (800) 554-4362

        



 


	Principal Amount:  $1,000,000.00	Date of Note:  August 24, 2015


 





PROMISE TO PAY. OURPET'S COMPANY,
VIRTU COMPANY and SMP COMPANY INCORPORATED ("Borrower") jointly and severally promise to pay to FIRSTMERIT BANK, N.A.
("Lender"), or order, in lawful money of the United States of America, the principal amount of One Million & 00/100
Dollars ($1,000,000.00), together with interest on the unpaid principal balance from August 24, 2015, until paid in full.


 


PAYMENT. Subject to any payment
changes resulting from changes in the Index, Borrower will pay this loan in 59 principal payments of $16,666.67 each and one final
principal and interest payment of $16,712.28. Borrower's first principal payment is due October 1, 2015, and all subsequent principal
payments are due on the same day of each month after that. In addition, Borrower will pay regular monthly payments of all accrued
unpaid interest due as of each payment date, beginning October 1, 2015, with all subsequent interest payments to be due on the
same day of each month after that. Borrower's final payment due September 1, 2020, will be for all principal and all accrued interest
not yet paid. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest;
then to principal; and then to any late charges. Borrower will pay Lender at Lender's address shown above or at such other place
as Lender may designate in writing.


 


VARIABLE INTEREST RATE. The
interest rate on this Note is subject to change from time to time based on changes in an index which is the LIBOR Rate (as hereinafter
defined), adjusted and determined, without notice to Borrower, as of the date of this Note and on the 15th day of each calendar
month hereafter ("Interest Rate Change Date"). The "LIBOR Rate" shall mean the London InterBank Offered Rate
of interest for an interest period of one (1) month, on the day that is two London Business Days preceding each Interest Rate Change
Date (the "Reset Date"). "London Business Day" shall mean any day on which commercial banks in London, England
are open for general business (the "Index"). Lender will tell Borrower the current Index rate upon Borrower's request.
The interest rate change will not occur more often than each calendar month hereafter. Borrower understands that Lender may make
loans based on other rates as well. The Index currently is 0.192% 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 3.000 percentage
points over the Index, resulting in an initial rate of 3.192%. NOTICE: Under no circumstances will the interest rate on this Note
be more than the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD. Interest
on this Note is 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.


 


PREPAYMENT. Borrower may pay
without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower of Borrower's obligation to continue to make payments 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: FIRSTMERIT BANK, N.A.; Commercial Credit Services
#90383; 106 South Main Street; Akron, OH 44308.


 


LATE CHARGE. If a payment is
10 days or more late, Borrower will be charged 7.000% of the regularly scheduled payment or $35.00, whichever is greater.


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness
or any guarantor, endorser, surety, or accommodation party 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.


 


Insecurity. Lender
in good faith believes itself insecure.


 


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, in the case of a default under
the clause titled “Other Defaults”, thirty (30) days; or (2) if the cure requires more than fifteen (15) days, or,
in the case of a default under the clause titled “Other Defaults”, thirty (30) 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.


 


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.


 


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


 


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


 


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


 


CHOICE OF VENUE. If there is
a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Summit County, State of Ohio.


 


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


 


DISHONORED ITEM FEE. Borrower
will pay a fee to Lender of $33.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge with which
Borrower pays is later dishonored.


 


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


 


FEE PROVISION. UPON RECEIPT
OF A BILLING FROM LENDER, I AGREE TO PAY THE STATED LOAN FEE AND, WHEN APPLICABLE, THE STATED DOCUMENT PREPARATION FEE.


 


BUSINESS PURPOSE. THE LOAN
EVIDENCED HEREBY IS FOR COMMERCIAL OR BUSINESS PURPOSES, AND IS NOT INTENDED AND WILL NOT BE USED FOR PERSONAL, FAMILY, HOUSEHOLD,
EDUCATIONAL, CONSUMER OR AGRICULTURAL PURPOSES.


 


CROSS-DEFAULT. IT SHALL ALSO
BE AN EVENT OF DEFAULT HEREUNDER IF BORROWER FAILS TO PERFORM OR COMPLY WITH ANY TERM, PROVISION OR CONDITION OF ANY OTHER AGREEMENT,
DOCUMENT OR INSTRUMENT EVIDENCING, SECURING OR SUPPORTING ANY INDEBTEDNESS OWING FROM BORROWER TO LENDER.


 






     


     


    

 


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


 


GENERAL PROVISIONS. If any
part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay,
and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein
as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan, which would in
any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the
maximum Lender would be permitted to charge or collect by federal law or the law of the State of Ohio (as applicable). Any such
excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal
balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing
any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice
to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise
extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of any indebtedness, including increases and decreases of the rate of interest on the indebtedness; (c)
exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution
of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non-judicial
sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute,
agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner
Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness
owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this
loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in
the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.


 




     


     


    

 


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


 


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


 


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


 


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


 


BORROWER:


 


 


OURPET'S COMPANY


 


By: _/s/ Steven Tsengas____________________________


 


STEVEN TSENGAS, President
of OURPET'S COMPANY


 


 


 


VIRTU COMPANY


 


By: _s/s Steven Tsengas___________________________


 


STEVEN TSENGAS, President
of VIRTU COMPANY


 


 


 


SMP COMPANY INCORPORATED


 


By: _/s/ Steven Tsengas____________________________


 


STEVEN TSENGAS, President
of SMP COMPANY INCORPORATED


 


 


 


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