Exhibit
10.9


 


PROMISSORY
NOTE


 


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$ 5,400,000.00	05-15-2017	05-16-2020	7101098	 	600714	***	 
	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 N. LAKEVIEW AVENUE	 	ANAHEIM BRANCH
	 	ANAHEIM, CA 92807	 	2300 EAST KATELLA AVENUE, SUITE 125
	 	 	 	ANAHEIM, CA 92806 
	 	 	 	 (800) 788-9999


 


 






 


	Principal Amount: $5,400,000.00	Date of Note: May 15, 2017


 


PROMISE
TO PAY. BISCO INDUSTRIES, INC. (“Borrower”) promises to pay to COMMUNITY BANK (“Lender”), or order, In lawful
money of the United States of America, the principal amount of Five Million Four Hundred Thousand & 00/100 Dollars ($5,400,000.00),
together with interest on the unpaid principal balance from May 16, 2017, until paid in full.


 


PAYMENT.
Subject to any payment changes resulting from changes in the Index, Borrower will pay this loan In 35 regular payments of $27,142.24
each and one Irregular last payment estimated at $5,001,606.66. Borrower’s first payment is due June 16, 2017, and all subsequent
payments are due on the same day of each month after that. Borrower’s final payment will be due on May 16, 2020, and will be for
all principal and all accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required
by applicable law, payments will be applied to any accrued unpaid interest; then to principal; then to late charges; then to any
unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at such other place as Lender may designate
in writing.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the is the average of Interbank offered rates for 12 month(s) United States dollar-denominated deposits in the London
market as published by the Intercontinental Exchange. (the “Index”). The Index is not necessarily the lowest rate charged
by Lender on its loans. If the Index becomes unavailable during the term of this loan. Lender may designate a substitute index
after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change
will not occur more often than each twelve month period beginning on the first business day of the month following every twelve
month period of this Note and each subsequent twelve month period thereafter and shall be based on the Index in effect at the
close of the United States financial markets on the business day prior to the interest rate change date. Each interest rate change
date shall be referred to as a “Repricing Date”, and the period of time between Repricing Dates shall be referred to
as a “Repricing Period”. Borrower understands that Lender may make loans based on other rates as well. The Index
currently is 1.786% 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 1.700 percentage points over the Index, resulting in an initial rate
of 3.486%. NOTICE; Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable
law. Whenever increases occur in the Interest rate. Lender, at its option, may do one or more of the following: (A) Increase Borrower’s
payments to ensure Borrower’s loan will pay off by its original final maturity date. (B) increase Borrower’s payments to cover
accruing interest, (C) increase the number of Borrower’s payments, and (D) continue Borrower’s payments at the same amount and
increase Borrower’s final payment.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. All Interest payable under this Note is computed using this method.


 


PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not
be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except
for the foregoing, 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: COMMUNITY BANK, ANAHEIM BRANCH, 2300 EAST KATELLA AVENUE, SUITE 125, ANAHEIM, CA 92806.


 


LATE
CHARGE. If a payment is 15 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled
payment or $5.00, whichever is greater.


 


INTEREST
AFTER DEFAULT. Upon default, the interest rate on this Note shall. If permitted under applicable law, immediately increase
by adding an additional 5.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also apply
to each succeeding interest rate change that would have applied had there been no default.


 


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


 


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


 


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


 


Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of 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.


 


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.


 


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.


 




     


     


    

 


	 	PROMISSORY NOTE	 
	Loan No: 7101098	(Continued)	Page 2


 


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 of any of the indebtedness or any Guarantor
dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced
by this Note.


 


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


 


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


 


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


 


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


 


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 California without regard to its conflicts of law provisions. This Note 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.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


 


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


 


(A)       a
Deed of Trust dated May 15, 2017, to a trustee in favor of Lender on real property located in ORANGE County, State of California.
That agreement contains the following due on sale provision: Lender may, at Lender’s option, declare immediately due and payable
all sums secured by the Deed of Trust upon the sale or transfer, without Lender’s prior written consent, of all or any part of
the Real Property, or any interest in the Real Property. A “sale or transfer” means the conveyance of Real Property or
any right, title or interest in the Real Property; whether legal, beneficial or equitable; whether voluntary or involuntary; whether
by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than
three (3) years, lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust
holding title to the Real Property, or by any other method of conveyance of an interest in the Real Property. If any Borrower is
a corporation, partnership or limited liability company, transfer also includes any change in ownership of more than twenty-five
percent (25%) of the voting stock, partnership interests or limited liability company interests, as the case may be, of such Borrower,
However, this option shall not be exercised by Lender if such exercise is prohibited by applicable law.


 


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


 


COUNTERPARTS.
This agreement, document or instrument may be executed in any number of counterparts and by different parties on separate
counterparts, each of which when executed and delivered, shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement, document or instrument. Delivery by facsimile or by electronic transmission in portable
document format (PDF) of an executed counterpart of this agreement, document or instrument is as effective as delivery of an originally
executed counterpart of this agreement, document or instrument.


 


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.


 


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


 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate
information about Borrower’s accounts) to a consumer reporting agency. Borrower’s written notice describing the specific inaccuracy(les)
should be sent to Lender at the following address: COMMUNITY BANK Loan Support Group P.O. Box 54477 Los Angeles, CA 90054.


 


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay
or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand
for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing,
no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and take
any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender
may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.


 




     


     


    

 


	 	PROMISSORY NOTE	 
	Loan No: 7101098	(Continued)	Page 3


 


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


 


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


 


BORROWER:


 


BISCO
INDUSTRIES, INC.


 





	BY:	/s/ GLEN FRED CEILEY	 
	 	GLEN FRED CEILEY, CEO of BISCO INDUSTRIES, INC.	 




 





 



 





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