Exhibit 10.1





 


LOAN
AGREEMENT


 


THIS
LOAN AGREEMENT (“Agreement”) is made and entered into by and between SHEPHERD’S FINANCE LLC(“Borrower”),
and LCA Bank Corporation (“Lender”) as of 5/5/2020_________.


 





Borrower
has applied for a loan from Lender (“Loan”) under the Paycheck Protection Program (“PPP”) contemplated
by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). In consideration of the promises in this
Agreement, the disbursement of the Loan to Borrower, and for other good and valuable consideration, Borrower and Lender hereby
agree as follows:


 


	 	1.	Subject
    to the terms and conditions of the loan authorization, (if required by the U.S. Small Business Administration (“SBA”)),
    all other terms and conditions of the SBA and any guarantee agreement between Lender and SBA (the foregoing are hereinafter
    referred to as the “Authorization”), and the program requirements of the PPP, the related SBA rules, regulations,
    frequently asked questions and other guidance, Lender agrees to make the Loan to Borrower if Borrower complies with the following
    “Borrower Requirements.” Borrower must:


 


	 	 	a.	Provide
    Lender with all certifications, documents or other information required by Lender or the Authorization;
	 	 	 	 
	 	 	b.	Execute
    a promissory note (“Note”) and any other documents required by Lender in connection with the Loan (“Loan
    Documents”); and
	 	 	 	 
	 	 	c.	Do
    everything necessary for Lender to comply with the terms and conditions of the Authorization.


 


	 	2.	The
    terms and conditions of this Agreement:


 


	 	 	a.	Are
    binding on Borrower and Lender and their successors and assigns; and
	 	 	 	 
	 	 	b.	Will
    remain in effect after the closing of the Loan.


 


		3. 	Borrower
    understands and agrees that the Loan will be disbursed only upon receipt of all approvals from Lender and satisfaction of
    all terms and conditions for the Loan. Failure of Borrower to abide by any of the Borrower Requirements, or any breach of
    this Agreement, will constitute an event of default under the Note and other Loan Documents.


 


	 	4.	Borrower
    represents and certifies to Lender as follows:


 


	 	 	a.	Each
    of the certifications made by Borrower in the Borrower Application Form (Form 2483) submitted to the SBA in connection with
    the Loan (“Application”) is true, accurate and complete, and Borrower will comply with all of such certifications.
	 	 	 	 
	 	 	b.	Borrower
    has answered each of the questions in the Application truthfully and accurately.


 




    	 	 	 



     


    




 


	 	 	c.	If
    Borrower is an entity, Borrower has duly maintained its corporate existence, is in good standing in the state of its organization,
    and is neither dissolved nor subject to dissolution or pending dissolution proceedings, whether voluntary or involuntary.
    Borrower shall provide at the time of execution hereof a current Certificate of Good Standing, Certificate of Existence or
    similar evidence of its good standing or existence from the Secretary of State of its state of organization.
	 	 	 	 
	 	 	d.	If
    Borrower is an entity, Borrower’s managing body (e.g., Board of Directors, Board of Managers, Managing Managers, Managers)
    has duly authorized and approved, and has authorized the signatory below to execute and deliver, the Application, the Note,
    the Loan Documents and this Agreement, and such authority has not been revoked. Borrower’s signatory below is the duly
    authorized incumbent officer or other authorized representative of Borrower.
	 	 	 	 
	 	 	e.	Borrower
    has not retained any agent, as defined in the CARES Act and its related rules and regulations, in connection with the Loan.
    Borrower further understands and agrees that Lender will not pay or be liable for any fees or compensation payable to any
    third party agent (including. but not limited to. attorneys, accountants, consultants, loan brokers and/or other individuals
    or other parties) unless such agent is pre-approved in writing by, and expressly authorized to collect fees or other compensation
    from, Lender.
	 	 	 	 
	 	 	f.	Borrower
    is in compliance with, and at all times that any amount is outstanding under the Loan will comply with, all applicable federal,
    state and local laws, rules, regulations, ordinances and other requirements (including, but not limited to, those pertaining
    to taxes, the environment and hazardous substances) and all court orders.
	 	 	 	 
	 	 	g.	Borrower
    is eligible to receive the Loan under the rules and regulations that have been issued by the SBA relating to the PPP. Borrower
    shall comply with all rules, regulations and requirements of the PPP and the SBA in existence at the time of the Loan and
    as are thereafter promulgated, including, but not limited to, those relating to affiliates.


 


	 	5.	Borrower
    agrees that at all times while any amount is outstanding under the Loan, Borrower will not convey, sell or transfer any of
    its assets or properties other than in the ordinary course of business or permit any owner to sell, transfer or pledge any
    ownership interest in Borrower without Lender’s prior written consent.


 


	 	6.	Upon
    the request of Lender, the Borrower agrees to:


 


	 		a.	furnish
    and execute any documents required by Lender to verify the truth and accuracy of any information provided by Borrower in connection
    with the Application and the Loan including, but not limited to, income, payroll, employment, deposit and loan authorizations
    and verifications, income tax and other documents;


 





	 		b.	execute any document
    that should have been signed at or before the closing of the Loan, re-execute any document signed at or before the closing
    and execute any document that was incorrectly or incompletely drafted and signed at the closing, including, but not limited
    to, correction notes, and other correction instruments;




 




    	 	 	 



     


    

 








	 		c.	execute
    and furnish any documents required by Lender and/or comply with the terms, conditions and/or certifications set forth in the
    Application or the Authorization; and
	 	 	 	 
	 		d.	execute
    and furnish any additional documents or forms that may become required under the Authorization, the Application or the PPP,
    or as may be required by the SBA or the U.S. Department of Treasury, regarding the repayment, administration, servicing, forgiveness
    or other aspects of the Loan.


 





	 	7.	Borrower
    understands, acknowledges and agrees that Lender is relying solely on Borrower’s representations, warranties, certifications,
    confirmations or other statements of, and information from, the Borrower and/or any of its affiliates, officers, directors,
    owners, principals, agents, and/or controlling persons as to the Borrower, its business or activities, its ownership, its
    eligibility for the Loan, its use of the proceeds or any other benefits of the Loan, the existence of any hardship or other
    condition, the eligibility of the Borrower for forgiveness of all or any portion of the Loan, the amount of any Loan forgiveness,
    or any other matters of compliance with the CARES Act, the PPP or SBA requirements, and without Lender’s examination
    or verification of any other information not included as part of the Application which may be in Borrower’s possession.
	 	 	 
	 	8.	This
    Agreement and the Loan Documents may be executed in one or more counterparts, each of which shall constitute an original and
    all of which taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature
    page of this Agreement and the Loan Documents by electronic format shall be effective as delivery of a manually executed counterpart
    of this Agreement, and Borrower acknowledges and agrees that this Agreement and the Loan Documents may be executed by DocuSign
    or other electronic means; provided, that manually signed counterparts shall be delivered to Lender upon Lender’s request.
    Borrower’s electronic signature shall have the same force and effect as an original signature and shall be deemed (i)
    to be “written” or “in writing” or an “electronic record”, (ii) to have been signed and
    (iii) to constitute a record established and maintained in the ordinary course of business and an original written record
    when printed from electronic files.
	 	 	 
	 	9.	This
    Agreement shall be governed by and construed in accordance with the laws of the State of Utah without reference to any conflict
    or choice of law principles thereof. This Agreement shall be binding upon and inure to the benefit of Lender and Borrower,
    and their respective successors and assigns. This Agreement, and the rights and obligations hereunder, may not be assigned
    by Borrower without the written consent of Lender. Lender may assign this Agreement, and its rights hereunder, without the
    prior consent of Borrower. Any provision of this Agreement held to be invalid, illegal or unenforceable shall be ineffective
    only to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
    of the remaining provisions hereof.
	 	 	 
	 	10.	The
    terms “Claim” or “Claims” refer to any disputes, controversies, claims, counterclaims, allegations
    of liability, theories of damage, or defenses between Borrower, its subsidiaries and affiliates, on the one hand, and the
    Lender, on the other hand (all of the foregoing each being referred to as a “Party” and collectively as the “Parties”).
    Whether in state court, federal court, or any other venue, jurisdiction, or before any tribunal, the Parties agree that all
    aspects of litigation and trial of any Claim will take place without resort to any form of class or representative action.
    The Parties may only bring Claims against each other in an individual capacity and waive any right they may have to do so
    as a class representative or a class member in a class or representative action. THIS CLASS ACTION WAIVER PRECLUDES ANY PARTY
    FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM.
	 	 	 
	 	11.	EACH
    OF BORROWER AND LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS
    UNDER THIS AGREEMENT, THE NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR
    THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP BETWEEN LENDER
    AND BORROWER EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
    BEFORE A COURT AND NOT BEFORE A JURY.


 


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IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties below by their duly authorized officers or
representatives on the dates indicated.


 


Borrower:


 


SHEPHERD’S
FINANCE LLC


 


	By:	/s/
    Daniel M. Wallach, CEO	Date:	5/5/2020
	 	 	 	 
	Name:	DANIEL
    M. WALLACH, CEO	 	 
	 	 	 	 
	Title:	CEO	 	 


 


LCA
Bank Corporation


 


	By:	/s/ Jill Vogel	 	Date:	5/11/2020
	 	 	 	 	 
	Name:	Jill
    Vogel	 	 	 
	 	 	 	 	 
	Title:	ASSISTANT SECRETARY