Exhibit 10.1 


 


BUSINESS LOAN AGREEMENT


 


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$10,000,000.00	07-14-2016	03-01-2018	155354101	 	 	765	 
	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:	BISCO INDUSTRIES, INC.	Lender:	COMMUNITY BANK
	 	1500 NORTH LAKEVIEW AVENUE	 	ANAHEIM BRANCH
	 	ANAHEIM, CA 92807	 	1750 S. STATE COLLEGE BLVD.
	 	 	 	ANAHEIM, CA 92806
	 	 	 	(800) 788-9999


  


 






 


THIS BUSINESS LOAN AGREEMENT
dated July 14, 2016, Is made and executed between BISCO INDUSTRIES, INC. (“Borrower”) and COMMUNITY BANK (“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 July 14, 2016, 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 such time as the parties may agree in writing to terminate this Agreement.


 


ADVANCE AUTHORITY. The
following person or persons are authorized to request advances and authorize payments under the line of credit until Lender receives
from Borrower, at Lender’s address shown above, written notice of revocation of such authority: GLEN F. CEILEY, Chairman/CEO
of BISCO INDUSTRIES, INC.


 


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 corporation for profit 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 Illinois. 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 corporation
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 1500 NORTH LAKEVIEW AVENUE, ANAHEIM, CA 92807. 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 incorporation
or organization, or bylaws, 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.


 


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.


 




     


     


    




 


	 	BUSINESS LOAN AGREEMENT 	 
	Loan No: 155354101	(Continued)	Page 2


 


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 properly 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.


 


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. In addition,
Borrower shall provide Lender with written notice of the occurrence of any Event of Default, the occurrence of any 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.


 




     


     


    




 


	 	 BUSINESS LOAN AGREEMENT 	 
	Loan No: 155354101	(Continued)	Page 3


 


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:


 


Additional Requirements.


 


Annual Statements. Borrower
shall furnish to Lender as soon as available, but in no event later than one hundred twenty (120) days after the end of
each fiscal year end, Borrower’s balance sheet and income statement for the year ended, company prepared in form satisfactory to
Lender,


 


Interim Statements. Borrower
shall furnish to Lender as soon as available, but in no event later than forty five (45) days after the end of each quarter, Borrower’s
balance sheet and profit and loss statement for the period ended, company prepared in form satisfactory to Lender.


 


Brokerage Statements. Borrower
shall furnish to Lender, as soon as available, but in no event later than forty five (45) days after the end of each fiscal quarter,
brokerage statements for marketable securities.


 


Corporate Guarantor Annual
Statements. Borrower shall furnish to Lender as soon as available, but in no event later than one hundred twenty (120) days
after the end of each fiscal year end, EACO Corporation’s consolidated financial statement for the year ended, 10-K audited by
a Certified Public Accountant satisfactory to Lender; and company prepared financial statements to reconcile with the net worth
of the prior financial statements on a consolidating basis within one hundred twenty (120) days of fiscal year end.


 


Corporate Guarantor Interim
Statements. Borrower shall furnish to Lender as soon as available, but in no event later than forty five (45) days after the
end of each quarter, EACO Corporation’s 10-Q consolidated financial statement for the period ended, prepared by Certified Public
Accountant in form satisfactory to Lender; and company prepared financial statements to reconcile with the net worth of the
prior financial statements on a consolidating basis within forty five (45) days of quarter end.


 


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.


 


Additional Requirements.


 


Minimum Income and Cash
flow Requirements. Maintain not less than the following minimum Net Income level:$250,000.00 tobe measured
at the end of each fiscal quarter. The first measurement will be as of May 31, 2016.


 


Debt to Effective Tangible
Net Worth Ratio. Maintain a maximum Debt to Effective Tangible Net Worth Ratio of 1.00 to 1.00 to be measured at the
end of each fiscal quarter. The term “Debt to Effective Tangible Net Worth” means Borrower’s total liabilities, less
amounts subordinated to Lender, as evidenced by a subordination agreement, if any divided by Borrower’s Effective Tangible Net
Worth. The term “Effective Tangible Net Worth” means Borrower’s total assets, less intangibles [i.e. goodwill, trademarks,
patents, copyrights, organizational expenses, and similar intangible items, but including leaseholds and leasehold improvements],
less amounts due from officers, partners, stockholders, directors, affiliates, and subsidiaries, less total liabilities, plus amounts
subordinated to Lender, as evidenced by a subordination agreement, if any. The first measurement will be as of May 31, 2016.


 


Long Term Investments. Borrower
further covenants and agrees with Lender that no new long term investments as defined by GAAP, inclusive of Data I/O, in excess
of $100,000.00 shall be allowed without Lender’s prior approval. This covenant shall be measure quarterly. The first measurement
date will be as of May 31, 2016.


 


Funds Transfer. Borrower
further covenants and agrees with Lender that Borrower shall not transfer any funds to EACO Corporation in excess of $60,000.00
aggregate in a single calendar month without Lender’s prior written approval.


 


Profit Retention. Notwithstanding
anything to the contrary herein, Borrower further covenants and agrees with Lender that a minimum of 50% of net profit after tax
shall be retained in the company at each fiscal quarter.


 


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 guarantor named below, on Lender’s
forms, and in the amount and under the conditions set forth in those guaranties.


 


	Name of Guarantor	 	Amount	 
	EACO CORPORATION	 	Unlimited	 


 


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.


 


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.


 




     


     


    

 





		BUSINESS LOAN AGREEMENT 	 
	Loan No: 155354101	(Continued)	Page 4


 


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
inwriting 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, reasonably 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.


 


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.


 


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 wilt 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:


 


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, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or
sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower’s stock (other than dividends payable
in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and
is continuing or would result from the payment of dividends, if Borrower is a “Subchapter S Corporation” (as defined
in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time
to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy
their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation
because of their ownership of shares of Borrower’s stock, or purchase or retire any of Borrower’s outstanding shares or alter
or amend Borrower’s capital structure.


 




     


     


    

 





	 	 BUSINESS LOAN AGREEMENT	 
	Loan No: 155354101	(Continued)	Page 5


 


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.


 


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.


 


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.


 


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.


 


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.


 


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 the Loan
is impaired.


 


Insecurity. Lender in
good faith believes itself insecure.


 


Right to Cure. If any default,
other than a default on Indebtedness, is curable and if Borrower or Grantor, as the case may be, has not been given a notice of
a similar default within the preceding twelve (12) months, it may be cured if Borrower or Grantor, as the case may be, after Lender
sends written notice to Borrower or Grantor, as the case may be, demanding cure of such default: (1) cure the default within fifteen
(15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiate steps which Lender deems in Lender’s sole
discretion to be sufficient to cure the default and thereafter continue and complete all reasonable and necessary steps sufficient
to produce compliance as soon as reasonably practical.


 




     


     


    

 





	 	BUSINESS LOAN AGREEMENT	 
	Loan No: 155354101	(Continued)	Page 6


 


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 Indebtedness immediately will become
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:


 


Corporate Resolution. Borrower
has provided or will provide Lender with a certified copy of resolutions properly adopted by Borrower’s Board of Directors, and
certified by Borrower’s corporate secretary, assistant secretary, or other authorized officer, under which Borrower’s Board of
Directors authorized one or more designated officers 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.


 


SURVIVAL OF REPRESENTATION
& WARRANTIES. Borrower understands and agrees that Lender, without independent investigation, is relying upon the above
representations and warranties in making Advances to Borrower. Borrower further agrees that the foregoing representations and warranties
shall be continuing in nature and shall remain in full force and effect until such time as the Indebtedness shall be indefeasibly
paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


 


ADDITIONAL DEFINITIONS.


 


Indebtedness. The word
“Indebtedness” also means Borrower may be obligated as a guarantor, surety, or otherwise; whether recovery upon such
Indebtedness may be or hereafter may become barred by any statute of limitations; and whether such Indebtedness may be or hereafter
may become otherwise unenforceable.


 


Cash Flow. The words “Cash
Flow” mean net income after taxes, and exclusive of extraordinary gains and income, plus depreciation and amortization.


 


Debt. The word “Debt”
means all of Borrower’s liabilities excluding Subordinated Debt.


 


Subordinated Debt. The
words “Subordinated Debt” mean indebtedness and liabilities of Borrower which have been subordinated by written agreement
to indebtedness owed by Borrower to Lender in form and substance acceptable to Lender


 


Working Capital. The words
“Working Capital” mean Borrower’s current assets, excluding prepaid expenses, less Borrower’s current liabilities.


 


RIGHT TO AUDIT AND INSPECT.
Without in any way limiting Lender’s rights under any other provision of this Agreement, Lender shall be entitled to conduct
annual audit(s) of Borrower’s books and annual inspection(s) of the Inventory and Equipment and to check and test the same as to
quality, quantity, value and condition during the Borrower’s normal business hours. The costs and expenses incurred by Lender in
connection with such audits and inspections shall be charged to Borrower. Lender will invoice Borrower for such costs and expenses
and Borrower shall pay Lender the full amount of such costs and expenses within ten (10) days from the date of invoice.


 


PRIOR BUSINESS LOAN AGREEMENT.
This Business Loan Agreement hereby amends and restates any prior Business Loan Agreement along with all modification(s) and
amendment(s) thereto executed by Borrower.


 


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 to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and Lender’s legal
expenses, incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this
Agreement, and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s attorneys’
fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection
services. Borrower also shall pay all court costs and such additional fees as may be directed by the court.


 


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.


 




     


     


    




 


	 	BUSINESS LOAN AGREEMENT	 
	Loan No:155354101	(Continued)	Page 7


 


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 State of
California without regard to its conflicts of law provisions. This Agreement has been accepted by Lender In the State of California.


 


Choice of Venue. If there
is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of ORANGE County, State of California.


 


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.


 


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, 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 extending Loan Advances, 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 extension of Loan Advances and delivery to Lender of the Related
Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, 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.


 




     


     


    




 


	 	BUSINESS LOAN AGREEMENT	 
	 Loan No: 155354101	(Continued)	Page 8


 


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


 


Judicial Reference. Borrower
and Lender agree that any dispute, action, proceeding or hearing (“Dispute”) arising out of, or relating to, this Agreement
shall be determined by a consensual general judicial reference pursuant to the provisions of California Code of Civil Procedure
Section 638 et seq.; as such statutes may be amended or modified from time to time. Upon a written request, or upon an appropriate
motion by either party to this Agreement, any pending action relating to any Dispute and every Dispute shall be heard by a retired
judge or justice of the courts of the State of California or a federal court judge (the “Referee”), who shall try all
issues (including any and all questions of law and questions of fact relating thereto), and issue findings of fact and conclusions
of law and report a statement of decision. The Referee’s statement of decision will constitute the conclusive determination
of the Dispute. Borrower and Lender agree that the Referee shall have the power to issue all legal and equitable relief appropriate
under the circumstances before him/her in the same manner as would a judge sitting without a jury.


 


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:


 


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 BISCO INDUSTRIES, INC. 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, including without limitation
all Borrowers granting such a Security Interest.


 


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 expanses for which Borrower is responsible under this Agreement or under any
of the Related Documents.


 


Lender. The word “Lender”
means COMMUNITY BANK, 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 all of Borrower’s promissory notes and/or credit agreements evidencing Borrower’s loan obligations in favor of Lender, together
with all renewals of, extensions of, modifications of, refinancings of, consolidations of and substitutions for promissory notes
or credit agreements.


 


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.


 




     


     


    

 





	 	BUSINESS LOAN AGREEMENT	 
	Loan No: 155354101	(Continued)	Page 9


 


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.


 


BORROWER ACKNOWLEDGES HAVING
READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED
JULY 14, 2016.


 


BORROWER:


 


	BISCO INDUSTRIES, INC.	 
	 	 
	By	/s/GLEN F. CEILEY	 
	 	GLEN F. CEILEY, Chairman/CEO of BISCO INDUSTRIES, INC.	 
	 	 	 
	LENDER:	 
	 	 	 
	COMMUNITY BANK	 
	 	 
	By		 
	 	Authorized Officer	 


 


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