Exhibit 10.14








 


 









     








U.S. Small Business Administration


 


NOTE




 








 


 


 


 


	SBA
    Loan #	1072367404
	 
	 	 
	SBA
    Loan Name	Medtainer
    Inc
	 
	 	 
	Date	5/4/2020
	 
	 	 
	Loan
    Amount	$ 137690.00
	 	 
	Interest
    Rate	1.0%
	 	 
	Borrower	Medtainer
    Inc
	 
	 	 
	Operating
    Company	Medtainer
    Inc
	 
	 	 
	Lender	Customers
    Bank
	 	 





 


 


		1.	PROMISE
                                         TO PAY:



 


This Loan is being
made by Lender to Borrower pursuant to the terms of the Paycheck Protection Program authorized by the Coronavirus Aid, Relief,
and Economic Security (CARES) Act and pursuant to all regulations and guidance promulgated or provided by the SBA and other Federal
agencies that are now, or may become, applicable to the Loan (the


“Program”).
In return for the Loan, Borrower promises to pay to the order of Lender the Loan Amount listed above, interest on the unpaid principal
balance, and all other amounts required by this Note.


 


		2.	DEFINITIONS:



 


“Loan” means
the loan evidenced by this Note.


 


“Loan Documents”
means the documents related to this loan signed by Borrower.


 


“SBA” means
the Small Business Administration, an Agency of the United States of America.


 


		3.	PAYMENT
                                         TERMS:



 


Borrower must make all
payments in accordance with the Lender’s payment instructions. The payment terms for this Note are:


 


		(1)	The
                                         unpaid principal amount of this Note shall bear interest at a rate per annum equal to
                                         1.00%, calculated on the basis of a 365 day year and the actual number of days elapsed
                                         and payable in cash on the Maturity Date (as defined below).





    	 



    	 



    

 





		(2)	No
                                         interest or principal will be required during the first six months after the Loan amount
                                         is disbursed, although interest will continue to accrue over this six-month deferral
                                         period.



 


		(3)	After
                                         such six-month deferral period and after taking into account any loan forgiveness applicable
                                         to the Loan pursuant to the Program, as approved by SBA, any remaining principal and
                                         accrued interest will be payable in substantially equal monthly installments over the
                                         remaining 18-month term of the Loan, in the amount and according to the payment schedule
                                         provided by Lender.



 


		(4)	Lender
                                         will apply each installment payment first to accrued interest and then to principal.



 


		(5)	This
                                         Note will mature two (2) years from the date of this Note (“Maturity Date”),
                                         at which time all unpaid or unforgiven principal, accrued interest and any other amounts
                                         outstanding pursuant to this Note will be due and payable.



 


		(6)	The
                                         Borrower may prepay this Note in whole or in part at any time without penalty.



 


		(7)	If
                                         a payment is made consistent with Lender’s payment instructions but received after
                                         3:00 PM EST on a business day, Lender will credit the Borrower’s payment on the
                                         next business day.



 


		(8)	Automatic
                                         Payment Authorization. Borrower authorizes Lender to initiate, on each business day,
                                         ACH debit and credit entries to the deposit account designated by Borrower for Loan disbursements
                                         (“Designated Account”) for all payments due under this Note, and to debit
                                         the Designated Account for such payments on the date each payment is due and to initiate,
                                         if necessary, additional entries for any entries credited or debited in error. Borrower
                                         acknowledges and agrees that, to the extent there are insufficient funds in the Designated
                                         Account to pay the required amounts when due, Borrower shall immediately pay to Lender
                                         all sums remaining unpaid. This authorization supplements, and does not limit, Lender’s
                                         rights under this Note. Borrower understands that this authorization will remain in full
                                         force and effect until the Borrower notifies Lender in writing of the Borrower’s
                                         wish to revoke this authorization, in which case Borrower is still responsible for making
                                         all further payments in a timely manner. The Borrower understands that Lender needs at
                                         least five (5) days prior notice to cancel this authorization. The Borrower signing below
                                         is authorized to make this request, and Lender is entitled to rely conclusively on this
                                         authorization until this authorization is terminated by Lender or the Borrower. Borrower
                                         agrees that ACH transactions must comply with the provisions of U.S. law and agrees to
                                         be bound by the National Automated Clearing House Association Operating Rules, as in
                                         effect from time to time and to the extent applicable, in connection with all such transactions.



 


		(9)	If
                                         a debit is rejected or if Borrower otherwise fails to pay the amount due, Borrower agrees
                                         that Lender may (A)  terminate further automatic debits, in which case Borrower
                                         will be responsible for making all further payments directly and in a timely manner,
                                         (B) debit the Designated Account at any time and from time to time, for any amounts due
                                         until paid in full, (C) subject to any right to notice of default and right to cure required
                                         by state law (which you agree to waive to the greatest extent possible), declare the
                                         outstanding Loan immediately due and payable and (D) pursue any and all other remedies
                                         available to Lender.






 


		4.	DEFAULT:



 


Borrower is in default
under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:


 


		(1)	Fails
                                         to do anything required by this Note and other Loan Documents;



 


		(2)	Defaults
                                         on any other loan with Lender;



 


		(3)	Does
                                         not disclose, or anyone acting on their behalf does not disclose, any material fact to
                                         Lender or SBA;



 


		(4)	Makes,
                                         or anyone acting on their behalf makes, a materially false or misleading representation
                                         to Lender or SBA;



 


		(5)	Defaults
                                         on any loan or agreement with another creditor, if Lender believes the default may materially
                                         affect Borrower’s ability to pay this Note;





    	 



    	 



    

 





		(6)	Fails
                                         to pay any taxes when due;



 


		(7)	Becomes
                                         the subject of a proceeding under any bankruptcy or insolvency law;



 


		(8)	Has
                                         a receiver or liquidator appointed for any part of their business or property;



 


		(9)	Makes
                                         an assignment for the benefit of creditors;



 


		(10)	Has
                                         any adverse change in financial condition or business operation that Lender believes
                                         may materially affect Borrower’s ability to pay this Note;



 


		(11)	Reorganizes,
                                         merges, consolidates, or otherwise changes ownership or business structure without Lender’s
                                         prior written consent;



 


		(12)	Becomes
                                         the subject of a civil or criminal action that Lender believes may materially affect
                                         Borrower’s ability to pay this Note; or



 


		(13)	For
                                         any reason it is determined that the Borrower is not eligible to obtain this Loan under
                                         the Program or otherwise violates any term or requirement of the Program.



 





		5.	LENDER’S
                                         RIGHTS IF THERE IS A DEFAULT:



 


Without notice or demand
and without giving up any of its rights, Lender may:


 


		(1)	Require
                                         immediate payment of all amounts owing under this Note;



 


		(2)	Collect
                                         all amounts owing from any Borrower; or



 


		(3)	File
                                         suit and obtain judgment.



 


		6.	LENDER’S
                                         GENERAL POWERS:



 


Without notice and without
Borrower’s consent, Lender may:


 


		(1)	Incur
                                         expenses to collect amounts due under this Note and enforce the terms of this Note or
                                         any other Loan Document. Among other things, the expenses may include payments for reasonable
                                         attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate
                                         repayment from Borrower or add the expenses to the principal balance;



 


		(2)	Release
                                         anyone obligated to pay this Note; and



 


		(3)	Take
                                         any action necessary to collect amounts owing on this Note.



 


 


		7.	WHEN
                                         FEDERAL LAW APPLIES:



 


When SBA is the holder,
this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local
procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures,
SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may
not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.


 


 


		8.	SUCCESSORS
                                         AND ASSIGNS:



 


Under this Note, Borrower
includes its successors, and Lender includes its successors and assigns.


 


 


		9.	GENERAL
                                         PROVISIONS:





    	 



    	 



    

 


		(1)	Borrower
                                         waives all suretyship defenses.



 


		(2)	Borrower
                                         must sign all documents necessary at any time to comply with the Loan Documents and the
                                         Program.



 


		(3)	Lender
                                         may exercise any of its rights separately or together, as many times and in any order
                                         it chooses. Lender may delay or forgo enforcing any of its rights without giving up any
                                         of them.



 


		(4)	Borrower
                                         may not use an oral statement of Lender or SBA to contradict or alter the written terms
                                         of this Note.



 


		(5)	If
                                         any part of this Note is unenforceable, all other parts remain in effect.



 


		(6)	To
                                         the extent allowed by law, Borrower waives all demands and notices in connection with
                                         this Note, including presentment, demand, protest, and notice of dishonor. Borrower also
                                         waives any defenses based upon any claim that Lender did not obtain any guarantee or
                                         collateral; did not obtain, perfect, or maintain a lien upon any collateral; or did not
                                         obtain the fair market value of any collateral at a sale.



 


		(7)	Borrower
                                         agrees to modify this Note and any other Loan Document if requested by Lender in order
                                         to comply with the Program requirements and as necessary to ensure this Note is guaranteed
                                         by the SBA under the Program. Further, Borrower agrees that if the SBA or the U.S. Department
                                         of Treasury issues a form note or other related loan documentation or otherwise specifies
                                         documentation requirements with respect to loans made pursuant to the Program, Borrower
                                         will immediately execute such note and related loan documentation in such form as required
                                         to comply with all Program requirements as requested by Lender. Borrower hereby appoints
                                         Lender as its attorney-in-fact to sign such documentation on its behalf in the event
                                         Borrower is unavailable or unwilling to sign any such documentation for any reason, and
                                         such documentation will be enforceable as if signed directly by Borrower.



 


		(8)	If
                                         Borrower is an entity, Borrower is currently existing, in good standing and duly organized
                                         under the laws of the state of its organization, and has the power to own its property
                                         and to carry on its business in each jurisdiction in which it operates.



 


		(9)	Borrower
                                         has full power and authority to enter into this Note and the Loan Documents, to execute
                                         and deliver this Note and the Loan Documents, and to incur the obligations provided for
                                         in this Note, including the Loan, and the Loan Documents. No consent or approval of members
                                         or of any public authority is required as a condition to the validity of this Note or
                                         any Loan Documents. This Note has been duly executed and delivered by the Borrower.



 


		(10)	Agreement
                                         to Conduct Electronic Transactions: The parties expressly agree that the transactions
                                         and interactions they have with one another in relation to this document may be conducted
                                         by electronic means. Without limiting the generality of the foregoing, the parties expressly
                                         agree that this Note, the Loan Documents and any other instruments, agreements, documents,
                                         and communications related to this Note, the Loan Documents or the matters addressed
                                         in this Note (each, inclusive of this document, a “Covered Document”), may
                                         be created, generated, sent, communicated, executed, signed, delivered, transmitted,
                                         received, retained, stored, authenticated, or otherwise processed, handled, or used by
                                         electronic means or in electronic form. In the event that any party hereto signs a Covered
                                         Document (including, without limitation, this Note) electronically, such party: (a) expressly
                                         states that such party has signed such Covered Document in electronic form using an electronic
                                         signature, and that such party intends for such party’s electronic signature to
                                         be such party’s signature to such Covered Document, and that by making such electronic
                                         signature, such party intends to sign such Covered Document; (b) agrees to the terms
                                         of such Covered Document in all respects, as if such party had signed a paper or other
                                         written or tangible version of such Covered Documents using a pen or other tangible writing
                                         instrument; and (c) agrees that any such Covered Document will be valid for all legal
                                         purposes under all applicable law, including, without limitation and as applicable, under
                                         the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic
                                         Transactions Act as enacted in the state whose governing law governs such Covered Document.



 


		(11)	Arbitration
                                         and Class Action Waiver. Any dispute, claim, or controversy relating in any way to this
                                         Note or your receipt or use of the Loan shall be, at the election of either party, resolved
                                         by binding arbitration under applicable Pennsylvania law. Claims regarding the validity,
                                         enforceability or scope of this section or this Note including but not limited to whether
                                         a given claim or dispute is subject to arbitration will be determined by the arbitrator.
                                         The





    	 



    	 



    




 


Federal Arbitration Act
and federal arbitration law apply to this Note. The arbitration shall be administered by JAMS (www.jamsadr.com) and the arbitration
shall be conducted in accordance with the Expedited Procedures of the JAMS. A single arbitrator shall be chosen in accordance
with the procedures of JAMS. Any arbitration hearing will occur in Wyomissing, Pennsylvania. The arbitrator will apply the substantive
law of the State of Pennsylvania, exclusive of its conflict or choice of law rules. Either party may commence arbitration by providing
to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the
relief requested. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of
competent jurisdiction. The arbitrator may not consolidate more than one person’s or entity’s claims.


 


To the maximum extent
permitted by law, the parties agree that any dispute, claim, or controversy in connection with this Note, whether in arbitration
or in court, will be conducted only on an individual (non-class or non-representative) basis. Borrower waives any right to have
any dispute, claim, or controversy in connection with this Note decided by a jury, and Borrower also waives any right to participate
in a class action against Lender or its affiliates.


 


 


10. STATE-SPECIFIC PROVISIONS:


 


Except as set forth
in Section 7, this Note will be governed by the laws of the state of Pennsylvania. State-specific disclosures pertaining to the
Borrower are set forth in Addendum A.


 


IN WITNESS WHEREOF, Borrower
has executed this Note as of the date first above written.





 





	 	BORROWER:	Medtainer,
    Inc.	 
	 	 	 	 
	 	By:		 
	 	Name: 	Douglas
    Heldoorn	 
	 	Title	COO	 










 




    	 



    	 



    

 


 


Addendum
A to SBA Note


 


N/A