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DocuSign Envelope ID: A3403BF8-EA1A-4B35-B998-EA86A704B1EF                                                               PROMISSORY                 NOTE          Principal            Loan   Date        Maturity             Loan   No              Call / Coll           Account            Officer      Initials    $6,000,000.00            05-11-2020        06-05-2023             523003                 4A  / 013            XAA0004              RSG         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:        XPEL,  Inc.                                                    Lender:         THE  BANK   OF SAN   ANTONIO                     618  West  Sunset  Road                                                        HEADQUARTERS                     San  Antonio, TX   78216                                                       1900  NW   LOOP  410                                                                                                    SAN  ANTONIO,    TX  78213        Principal  Amount:      $6,000,000.00                                                                           Date  of  Note:    May   11,   2020       PROMISE   TO  PAY.    XPEL,  Inc. ("Borrower")  promises  to pay  to THE  BANK    OF  SAN  ANTONIO    ("Lender"),  or order, in lawful money   of the       United States of America,  the  principal amount  of Six Million & 00/100  Dollars ($6,000,000.00),   together  with interest on the unpaid  principal       balance from  May  11,  2020,  calculated as described  in the "INTEREST    CALCULATION     METHOD"     paragraph  using an interest rate of 3.500%       per annum  based  on a year  of 360 days,  until maturity. The interest rate may  change  under  the terms and  conditions of the "INTEREST   AFTER       DEFAULT"   section.       PAYMENT.     Borrower  will pay this loan in 36 payments   of $176,373.04    each payment.    Borrower's  first payment is due July  5, 2020,  and all       subsequent  payments   are due on  the same  day of each  month  after that. Borrower's  final payment  will be due on June  5, 2023,  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 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.       MAXIMUM     INTEREST    RATE.   Under  no  circumstances   will the interest rate on  this Note exceed   (except for any  higher default  rate shown       below) the lesser of 18.000%   per annum   or 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, unless  such calculation would  result in a usurious rate, in which case  interest shall be calculated on a per diem  basis of a year of       365 or 366  days, as  the case may  be.  All interest payable under this Note is computed  using this method.       PREPAYMENT     PREMIUM.     Upon  prepayment   of this Note, Lender is entitled to the following prepayment  premium:   Prepayment.   This  Note may       be prepaid  in whole  or in part, the  prepayment   will be applied  to the last maturing  principal and  will not affect any  scheduled  installment       payment  (until this Note has been  paid in full). However,  Borrower  shall pay the Lender  at the time of such  prepayment   a premium   a premium       for the privilege of prepayment in dollars equivalent to the stated percentage of the amount   prepaid:       If prepayment  is made                                 the percentage  is       From February  20, 2009   to February 20, 2010                        3%       From February  20, 2010   to February 20, 2011                        2%       From February  20, 2011   to February 20, 2012                        1%       This premium   shall apply to any prepayment,   whether   voluntary or involuntary, except  this premium   shall not apply to (and  there shall be no       premium  for), a prepayment   (i) through a refinancing  with Lender,  or (ii) by application of casualty loss insurance  proceeds  or condemnation       proceeds.  Borrower  agrees  not to send  Lender payments   marked   "paid in full", "without recourse", or similar language. If Borrower  send  such       payment,  Lender  may  accept  it without losing any of Lender's rights under this Note, and  Borrower  will remain obligated  to pay further amount       owed  to Lender.         Except for the  foregoing, Borrower  may   pay all or a portion of the  amount  owed   earlier than it is due. Prepayment   in full shall consist of       payment  of the remaining  unpaid  principal balance together with  all accrued and  unpaid interest and all other amounts,  costs  and expenses   for       which Borrower   is responsible under this Note or any  other agreement  with  Lender pertaining to this loan, and in no event will Borrower  ever be       required to pay any unearned   interest. 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:  THE  BANK   OF  SAN  ANTONIO,    1900   NW       Loop 410  San  Antonio, TX   78213.       EXCEPTION    TO  PREPAYMENT     PREMIUM.    The  prepayment   premium   will only be charged  if XPEL, Inc. refinances the subject loan with  another       financial institution. Also the prepayment premium  will not be charge  if XPEL, Inc. uses their own funds to pay  off the loan balance.       LATE  CHARGE.     If a payment   is 10  days or  more  late, Borrower  will be charged  5.000%    of the  unpaid portion  of the regularly scheduled       payment.       INTEREST   AFTER   DEFAULT.     Upon  default, including failure to pay  upon  final maturity, the interest rate on  this Note shall be  increased to       18.000%   per  annum  based  on  a year of 360   days.  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.





 






DocuSign Envelope ID: A3403BF8-EA1A-4B35-B998-EA86A704B1EF                                                                  PROMISSORY            NOTE       Loan   No:  523003                                               (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,  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.       LENDER'S   RIGHTS.     Upon  default, Lender  may   declare the  entire indebtedness,  including the  unpaid  principal balance  under  this Note, all       accrued  unpaid interest, and all other amounts,  costs and  expenses   for which Borrower   is responsible under  this Note or any other  agreement       with Lender pertaining to this loan, immediately due,  without notice, and then  Borrower  will pay that amount.       ATTORNEYS'    FEES;  EXPENSES.     Lender may  hire an attorney  to help collect this Note if Borrower does not pay, and  Borrower  will pay Lender's       reasonable  attorneys' fees.   Borrower  also  will pay Lender   all other amounts   Lender  actually incurs as  court costs,  lawful fees  for filing,       recording, releasing to any  public office any  instrument  securing this Note;  the reasonable  cost  actually expended   for repossessing,  storing,       preparing for sale, and  selling any security; and fees  for noting a lien on or transferring a  certificate of title to any motor vehicle offered as       security for this Note, or premiums or identifiable charges received in connection  with the sale of authorized insurance.       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 Texas without  regard to its conflicts of law provisions. This Note has  been accepted  by Lender  in the State of Texas.       CHOICE   OF  VENUE.    If there is a lawsuit, and  if the transaction evidenced  by  this Note  occurred  in BEXAR   County,  Borrower   agrees upon       Lender's request to submit  to the jurisdiction of the courts of BEXAR  County, State  of Texas.       DISHONORED     CHECK   CHARGE.     Borrower  will pay a processing  fee of $25.00  if any check  given by  Borrower  to Lender as  a payment  on  this       loan is 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.       COLLATERAL.     Borrower  acknowledges    this Note is secured by the following collateral described in the security instrument listed herein:            (A) a Commercial   Security Agreement    dated May  11,  2020  made  and  executed  between   XPEL,  Inc. and Lender on  collateral described as:            inventory, chattel paper, accounts, equipment   and general intangibles.       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  account(s)  to  a consumer   reporting  agency.  Borrower's   written notice  describing the       specific inaccuracy(ies) should be sent  to Lender at the following address:  THE  BANK   OF  SAN  ANTONIO    1900   NW  Loop  410  San  Antonio, TX       78213.       GENERAL    PROVISIONS.    NOTICE:    Under  no  circumstances  (and  notwithstanding  any  other provisions of this Note) shall the interest charged,       collected, or contracted for on this Note  exceed  the maximum    rate permitted  by law.  The  term  "maximum    rate permitted  by law"  as used  in       this Note means  the greater  of (a) the maximum    rate of interest permitted under federal or other law  applicable to the indebtedness  evidenced       by this Note, or (b) the higher, as of the date of this Note, of the "Weekly Ceiling" or the "Quarterly Ceiling" as referred to in Sections 303.002,       303.003   and 303.006   of the Texas   Finance Code.   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 Texas  (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.  The  right to accelerate maturity of sums  due under  this Note does  not include the right       to accelerate any interest which has  not otherwise  accrued  on the date of such acceleration, and  Lender does  not intend to charge  or collect any       unearned  interest in the event of acceleration. All sums  paid or agreed  to be paid to Lender  for the use, forbearance  or detention  of sums  due       hereunder  shall, to the extent permitted  by applicable  law, be amortized,  prorated,  allocated and  spread throughout   the full term of the loan       evidenced  by this Note until payment  in full so that the rate or amount of interest on account  of the loan evidenced  hereby does  not exceed  the       applicable usury ceiling. 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  presentment,   demand  for payment,  notice of       dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. 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 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.





 






DocuSign Envelope ID: A3403BF8-EA1A-4B35-B998-EA86A704B1EF                                                                  PROMISSORY            NOTE       Loan   No:  523003                                               (Continued)                                                                 Page   3         PRIOR  TO  SIGNING   THIS  NOTE,  BORROWER      READ  AND   UNDERSTOOD      ALL  THE  PROVISIONS    OF  THIS  NOTE.   BORROWER      AGREES   TO  THE       TERMS   OF THE  NOTE.       BORROWER     ACKNOWLEDGES       RECEIPT   OF A  COMPLETED     COPY   OF THIS  PROMISSORY     NOTE.        BORROWER:         XPEL, INC.                                        5/11/2020       By:           Barry R. Wood,  CFO  of XPEL,  Inc.         LENDER:        THE  BANK  OF  SAN  ANTONIO                                       5/11/2020       X         ROBERT   S GLENN,   EXECUTIVE    VICE  PRESIDENT                                               LaserPro, Ver. 19.4.10.036 Copr. Finastra USA Corporation 1997, 2020. All Rights Reserved. - TX L:\CFI\LPL\D20.FC TR-6463 PR-15