Amended
and Restated


Term
Note


 


	$140,000.00	September
    19, 2019


 


FOR
VALUE RECEIVED, PROGRESSIVE HEALTH & REHABILITATION, LTD. (the “Borrower”), with an address at 1283
West Dundee Road, Buffalo Grove, IL 60089-4009, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”),
in lawful money of the United States of America in immediately available funds at its offices located at 935 North Elmhurst Road,
Mt, Prospect, Illinois 60056, or at such other location as the Bank may designate from time to time, the principal sum of ONE
HUNDRED FORTY THOUSAND AND 00/100 DOLLARS ($140,000.00) (the “Facility”), together with interest accruing
on the outstanding principal balance from the date hereof, all as provided below.


 


1.
Rate of Interest. Amounts outstanding under this Note will bear interest at a rate per annum (“Fixed Rate”)
which is at all times equal to five and thirty-nine hundredths percent (5.39%). Interest will be calculated based on the actual
number of days that principal is outstanding over a year of 360 days. In no event will the rate of interest hereunder exceed the
maximum rate allowed by law.


 


2.
Payment Terms. Principal and interest shall be due and payable in thirty-six (36) equal consecutive monthly installments,
based upon a thirty-six (36) month amortization, in the amount of $4,225.46 each (the “Level Payment Amount”),
commencing on October 19, 2019 and continuing on the same day of each month thereafter, Any outstanding principal and accrued
interest shall be due and payable in frill on September 19, 2022, The Level Payment Amount is calculated on the assumption that
each periodic payment will be made on the date when due, and if there is any variation in the actual payment dates, there may
be an additional amount due upon maturity of this Note. Any amortization schedule provided to Borrower is only an estimate, and
is superseded by the terms of this Note regarding the accrual and payment of interest. The Level Payment Amount may be adjusted
upward from time to time by the Bank in its discretion if any payment(s) are made by the Borrower after their respective due date(s).


 


If
any payment under this Note shall become due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day and such extension of time shall be included in computing interest in connection with such payment. “Business
Day” shall mean any day other than a Saturday or Sunday or a legal holiday on which commercial banks arc authorized
or required by law to be closed for business in Mt. Prospect, Illinois. The Borrower hereby authorizes the Bank to charge the
Borrower’s deposit account at the Bank for any payment when due. If the Borrower revokes this authorization for any reason
whatsoever or fails to maintain a deposit account with the Bank which may be charged, the Bank may, at its option, upon thirty
(30) days’ notice to the Borrower, increase the interest rate payable by the Borrower under this Note by twenty-five (25)
basis points (0.25%), Payments received will be applied to charges, fees and expenses (including attorneys’ fees), accrued
interest and principal in any order the Bank may choose, in its sole discretion.


 




    	 	 	 



    	 



    

 


3.
Late Payments; Default Rate. If the Borrower fails to make any payment of principal, interest or other amount coming
due pursuant to the provisions of this Note within fifteen (15) calendar days of the date due and payable, the Borrower also shall
pay to the Bank a late charge equal to the lesser of five percent (5%) of the amount of such payment or $100.00 (the “Late
Charge”). Such fifteen (15) day period shall not be construed in any way to extend the due date of any such payment,
Upon maturity, whether by acceleration, demand or otherwise, and at the Bank’s option upon the occurrence of any Event of
Default (as hereinafter defined) and during the continuance thereof, each advance outstanding under this Note shall bear interest
at a rate per annum (based on the actual number of days that principal is outstanding over a year of 360 days) which shall be
five percentage points (5.00%) in excess of the interest rate in effect from time to time under this Note but not more than the
maximum rate allowed by law (the “Default Rate”). The Default Rate shall continue to apply whether or not judgment
shall be entered on this Note, Both the Late Charge and the Default Rate are imposed as liquidated damages for the purpose of
defraying the Bank’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of,
the Bank’s exercise of any rights and remedies hereunder, under the other Loan Documents or under applicable law, and any
fees and expenses of any agents or attorneys which the Bank may employ. In addition, the Default Rate reflects the increased credit
risk to the Bank of carrying a loan that is in default. The Borrower agrees that the Late Charge and Default Rate are reasonable
forecasts of just compensation for anticipated and actual harm incurred by the Bank, and that the actual harm incurred by the
Bank cannot be estimated with certainty and without difficulty.


 


4.
Prepayment Fee. The Borrower shall have the right to prepay any advance hereunder at any time and from time to time,
in whole or in part; provided, however, the Borrower shall pay to the Bank, as compensation for the cost of being prepared to
advance fixed rate funds hereunder, a prepayment fee calculated as follows (the “Prepayment Fee”): (i) three
percent (3.00%) of any principal amount prepaid during the first year after the date of this Note; (ii) two percent (2.00%) of
any principal amount prepaid during the second year after the date of this Note; (iii) one percent (1.00%) of any principal amount
prepaid during the third year after the date of this Note; and (iv) there shall be no Prepayment Fee with respect to any principal
amounts prepaid thereafter. Any prepayment arising out of or relating to the direct or indirect refinancing of the indebtedness
evidenced by this Note shall be deemed a prepayment subject to the payment of a Prepayment Fee calculated in accordance with this
paragraph. The Prepayment Fee shall also apply to any payments made after acceleration of the maturity of this Note while a fixed
rate is in effect. A notice as to any amounts payable pursuant to this paragraph given to the Borrower by the Bank shall, in the
absence of manifest error, be conclusive and shall be payable upon demand.


 


5.
Increased Costs: Yield Protection. On written demand, together with written evidence of the justification therefor,
the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of
any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including
without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or
any of their respective assets relative to the Facility. “Change in Law” means the occurrence, after the date
of this Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any
governmental authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force
of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 




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6.
Other Loan Documents. This Note is issued in connection with other agreements and documents executed and/or delivered
in connection therewith or referred to therein, the terms of which are incorporated herein by reference (as amended, modified
or renewed from time to time, collectively the “Loan Documents”), and is secured by the property (if any) described
in the Loan Documents and by such other collateral as previously may have been or may in the future be granted to the Bank to
secure this Note.


 


7.
Events of Default. The occurrence of any of the following events will be deemed to be an “Event of Default”
under this Note: (i) the nonpayment of any principal, interest or other indebtedness under this Note when due; (ii) the occurrence
of any event of default or any default and the lapse of any notice or cure period, or any Obligor’s failure to observe or
perform any covenant or other agreement, under or contained in any Loan Document or any other document now or in the future evidencing
or securing any debt, liability or obligation of any Obligor to the Bank; (iii) the filing by or against any Obligor of any proceeding
in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case
of any such proceeding instituted against any Obligor, such proceeding is not dismissed or stayed within 30 days of the commencement
thereof, provided that the Bank shall not be obligated to advance additional hinds hereunder during such period); (iv) any assignment
by any Obligor for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against
any property of any Obligor held by or deposited with the Bank; (v) a default with respect to any other indebtedness of any Obligor
for borrowed money, if the effect of such default is to cause or permit the acceleration of such debt; (vi) the commencement of
any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the obligations of any Obligor
to the Bank; (vii) the entry of a final judgment against any Obligor and the failure of such Obligor to discharge the judgment
within ten (10) days of the entry thereof; (viii) any merger, consolidation, division or other reorganization of, with or by an
Obligor, or the sale or other transfer of all or any substantial part of an Obligor’s property or assets; (ix) any change
in any Obligor’s business, assets, operations, financial condition or results of operations that has or could reasonably
be expected to have any material adverse effect on any Obligor; (x) any Obligor ceases doing business as a going concern; (xi)
any representation or warranty made by any Obligor to the Bank in any Loan Document or any other documents now or in the future
evidencing or securing the obligations of any Obligor to the Bank, is false, erroneous or misleading in any material respect;
(xii) if this Note or any guarantee executed by any Obligor is secured, the failure of any Obligor to provide the Bank with additional
collateral if in the Bank’s opinion at any time or times, the market value of any of the collateral securing this Note or
any guarantee has depreciated below that required pursuant to the Loan Documents or, if no specific value is so required, then
in an amount deemed material by the Bank; (xiii) the revocation or attempted revocation, in whole or in part, of any guarantee
by any Obligor; or (xiv) the death, incarceration, indictment or legal incompetency of any individual Obligor or, if any Obligor
is a partnership or limited liability company, the death, incarceration, indictment or legal incompetency of any individual general
partner or member. As used herein, the term “Obligor” means any Borrower and any guarantor of, or any pledgor, mortgagor
or other person or entity providing collateral support for, the Borrower’s obligations to the Bank existing on the date
of this Note or arising in the future.


 




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Upon
the occurrence of an Event of Default; (a) the Bank shall be under no further obligation to make advances hereunder; (b) if an
Event of Default specified in clause (iii) or (iv) above shall occur, the outstanding principal balance and accrued interest hereunder
together with any additional amounts payable hereunder shall be immediately due and payable without demand or notice of any kind;
(c) if any other Event of Default shall occur, the outstanding principal balance and accrued interest hereunder together with
any additional amounts payable hereunder, at the Bank’s option and without demand or notice of any kind, may be accelerated
and become immediately due and payable; (d) at the Bank’s option, this Note will bear interest at the Default Rate from
the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies
available under the Loan Documents or under applicable law.


 


8.
Right of Setoff. In addition to all liens upon and rights of setoff against the Borrower’s money, securities
or other property given to the Bank by law, the Bank shall have, with respect to the Borrower’s obligations to the Bank
under this Note and to the extent permitted by law, a contractual possessory security interest in and a contractual right of setoff
against, and the Borrower hereby grants the Bank a security interest in, and hereby assigns, conveys, delivers, pledges and transfers
to the Bank, all of the Borrower’s right, title and interest in and to, all of the Borrower’s deposits, moneys, securities
and other property now or hereafter in the possession of or on deposit with, or in transit to, the Bank or any other direct or
indirect subsidiary of The PNC Financial Services Group, Inc., whether held in a general or special account or deposit, whether
held jointly with someone else, or whether held for safekeeping or otherwise, excluding, however, all IRA, Keogh, and trust accounts.
Every such security interest and right of setoff may be exercised without demand upon or notice to the Borrower, Every such right
of setoff shall be deemed to have been exercised immediately upon the occurrence of an Event of Default hereunder without any
action of the Bank, although the Bank may enter such setoff on its books and records at a later time.


 


9.
Financial and Other Information. The Borrower agrees to deliver any financial and other business and ownership information
concerning the Borrower or any Obligor that the Bank may request from time to time, such as annual and interim financial statements
(all of which shall be prepared in accordance with generally accepted accounting principles), federal income tax returns, and
certification(s) of beneficial owners in the form requested by the Bank (as executed and delivered to the Bank on or prior to
the date of this Note and updated from time to time, the “Certification of Beneficial Owners”). If the Borrower
was required to execute and deliver to the Bank a Certification of Beneficial Owners, (a) the Borrower represents and warrants,
as of the date of this Note and as of the date each updated Certification of Beneficial Owners is provided to the Bank, that the
information in the Certification of Beneficial Owners is true, complete and correct, and (b) the Borrower agrees to provide confirmation
of the accuracy of the information set forth in the Certification of Beneficial Owners, or deliver a new Certification of Beneficial
Owners in form and substance acceptable to the Bank, as and when requested by the Bank and/or when any individual identified on
the most recent Certification of Beneficial Owners provided to the Bank as a controlling party and/or a direct or indirect individual
owner has changed* The Borrower further agrees to provide such other information and documentation as may reasonably be requested
by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including without limitation the USA
PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure
implemented by the Bank to comply therewith.


 




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10.
Anti-Money Laundering/International Trade Law Compliance. The Borrower represents and warrants to the Bank, as of the
date of this Note, the date of each advance of proceeds under the Facility, the date of any renewal, extension or modification
of the Facility, and at all times until the Facility has been terminated and all amounts thereunder have been indefeasibly paid
in full, that; (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the
possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income
from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order
or directive enforced by any Compliance Authority; (b) the proceeds of the Facility will not be used to fund any operations in,
finance any investments or activities in, or, make any payments to, a Sanctioned Country or Sanctioned Person in violation of
any law, regulation, order or directive enforced by any Compliance Authority; (c) the funds used to repay the Facility arc not
derived from any unlawful activity; and (d) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings
or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws. Borrower covenants
and agrees that it shall immediately notify the Bank in writing upon the occurrence of a Reportable Compliance Event.


 


As
used herein; “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes,
import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance
Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S, Treasury
Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce
Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities
and Exchange Commission; “Covered Entity” means the Borrower, its affiliates and subsidiaries, all guarantors,
pledgors of collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in
connection with the Facility; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned
Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement
officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts
or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned
Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned
Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated,
prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited
to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise
subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.


 




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11.
Indemnity. The Borrower agrees to indemnify each of the Bank, each legal entity, if any, who controls, is controlled
by or is under common control with the Bank, and each of their respective directors, officers and employees (the “Indemnified
Parties”), and to defend and hold each Indemnified Party harmless from and against any and all claims, damages, losses,
liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult
and all expenses of litigation and preparation therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party by any person, entity or governmental authority (including any person or entity claiming derivatively on
behalf of the Borrower), in connection with or arising out of or relating to the matters referred to in this Note or in the other
Loan Documents or the use of any advance hereunder, whether (a) arising from or incurred in connection with any breach of a representation,
warranty or covenant by the Borrower, or (b) arising out of or resulting from any suit, action, claim, proceeding or governmental
investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before
any court or governmental authority; provided, however, that the foregoing indemnity agreement shall not apply to any claims,
damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct.
The indemnity agreement contained in this Paragraph shall survive the termination of this Note, payment of any advance hereunder
and the assignment of any rights hereunder. The Borrower may participate at its expense in the defense of any such action or claim.


 


12.
Miscellaneous. All notices, demands, requests, consents, approvals and other communications required or permitted hereunder
(“Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests
or as otherwise provided in this Note) and will be effective upon receipt. Notices may be given in any manner to which the parties
may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service
are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically
to any electronic address provided by a party from time to time. Notices may be sent to a party’s address as set forth above
or to such other address as any party may give to the other for such purpose in accordance with this paragraph. No delay or omission
on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered
a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s
rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other
agreements, at law or in equity. No modification, amendment or waiver of, or consent to any departure by the Borrower from, any
provision of this Note will be effective unless made in a writing signed by the Bank, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify
this Note for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment,
provided that the Bank shall send a copy of any such modification to the Borrower (which notice may be given by electronic mail).
The Borrower agrees to pay on demand, to the extent permitted by law, all costs and expenses incurred by the Bank in the enforcement
of its rights in this Note and in any security therefor, including without limitation reasonable fees and expenses of the Bank’s
counsel. If any provision of this Note is found to be invalid, illegal or unenforceable in any respect by a court, all the other
provisions of this Note will remain in full force and effect, The Borrower and all other makers and indorsers of this Note hereby
forever waive presentment, protest, notice of dishonor and notice of non-payment. The Borrower also waives all defenses based
on suretyship or impairment of collateral. If this Note is executed by more than one Borrower, the obligations of such persons
or entities hereunder will be joint and several. This Note shall bind the Borrower and its heirs, executors, administrators, successors
and assigns, and the benefits hereof shall inure to the benefit of the Bank and its successors and assigns; provided, however,
that the Borrower may not assign this Note in whole or in part without the Bank’s written consent and the Bank at any time
may assign this Note in whole or in part.


 




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This
Note has been delivered to and accepted by the Bank and will be deemed to be made in the State where the Bank’s office indicated
above is located. THIS NOTE WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE WHERE THE BANK’S OFFICE INDICATED ABOVE IS LOCATED, EXCLUDING ITS CONFLICT OF LAWS RULES, INCLUDING
WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) IN EFFECT IN SUCH STATE (OR, TO THE EXTENT CONTROLLING, THE
LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATION THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT)
The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial
district where the Bank’s office indicated above is located; provided that nothing contained in this Note will prevent the
Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against
any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction.
The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and the Borrower.
The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this
Note.


 


13.
Amendment and Restatement. This Note amends and restates, and is in substitution for, that certain Promissory Note
in the original principal amount of $750,000.00 payable to the order of the Bank and dated May 14, 2013 (the “Existing
Note”). However, without duplication, this Note shall in no way extinguish, cancel or satisfy Borrower’s unconditional
obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein
is intended to extinguish, cancel or impair the lien priority or effect of any security agreement, pledge agreement or mortgage
with respect to any Obligor’s obligations hereunder and under any other document relating hereto. If the stated principal
balance on the face of this Note (the “Stated Balance”) is greater than the outstanding principal balance of
the Existing Note as shown on the Bank’s books and records on the date of this Note (the “Record Balance”)
due to a recent payment on the Existing Note, the Record Balance shall govern (notwithstanding the Stated Balance) and the final
principal payment of this Note shall be reduced accordingly.


 


14.
Commercial Purpose. The Borrower represents that the indebtedness evidenced by this Note is being incurred by the Borrower
solely for the purpose of acquiring or carrying on a business, professional or commercial activity, and not for personal, family
or household purposes.


 


15.
USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal
law requires all financial institutions to obtain, verify and record information that identifies each Borrower that opens an account.
What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayer identifying
number and other information that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses
and organizations, the Bank may also need to ask for identifying information and documentation relating to certain individuals
associated with the business or organization.


 




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16.
Authorization to Obtain Credit Reports. By signing below, each Borrower who is an individual provides written authorization
to the Bank or its designee (and any assignee or potential assignee hereof) to obtain the Borrower’s personal credit profile
from one or more national credit bureaus. Such authorization shall extend to obtaining a credit profile in considering this Note
and subsequently for the purposes of update, renewal or extension of such credit or additional credit and for reviewing or collecting
the resulting account.


 


17.
Electronic Signatures and Records. Notwithstanding any other provision herein, the Borrower agrees that this Note,
the Loan Documents, any amendments thereto, and any other information, notice, signature card, agreement or authorization related
thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record.
Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt,
the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper
Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or
retention.


 


18.
Depository. The Borrower will establish and maintain with the Bank the Borrower’s primary depository accounts.
If the Borrower fails to establish and/or maintain its primary depository accounts with the Bank, the Bank may, at its option,
upon thirty (30) days’ notice to the Borrower, increase the interest rate payable by the Borrower under this Note by up
to 1.00 percentage points (1.00%). The Bank’s right to increase the interest rate pursuant to this paragraph shall be in
addition to any other rights or remedies the Bank may have under this Note, all of which are hereby reserved, and shall not constitute
a waiver, release or limitation upon the Bank’s exercise of any such rights or remedies,


 


19.
Representation by Counsel. The Borrower hereby represents that it has been represented by competent counsel of its
choice, or has knowingly waived its right to use and retain counsel, in the negotiation and execution of this Note and the other
Loan Documents; that it has read and hilly understood the terms hereof; that the Borrower and any retained counsel have been afforded
an opportunity to review, negotiate and modify the terms of this Note and the other Loan Documents; and that it intends to be
bound hereby. In accordance with the foregoing, the general rule of construction to the effect that any ambiguities in a contract
are to be resolved against the party drafting the contract shall not be employed in the construction and interpretation of this
Note or any other Loan Document.


 


20.
Credit Agreements Act. The Borrower expressly agrees that for purposes of this Note and the other Loan Documents: (i)
this Note and the other Loan Documents shall be a “credit agreement” under the Illinois Credit Agreements Act, S15
ILCS 160/1, et seq., (the “Credit Agreements Act”); (ii) the Credit Agreements Act applies to this transaction
including, but not limited to, the execution of this Note and the other Loan Documents; and (iii) any action on or in any way
related to this Note and each and the Note shall be governed by the Credit Agreements Act.


 




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21.
Power to Confess Judgment. The Borrower hereby empowers any attorney of any court of record, after the occurrence
of any Event of Default hereunder, to appear for the Borrower and, with or without complaint filed, confess judgment, or a series
of judgments, against the Borrower in favor of the Bank or any holder hereof for the entire unpaid principal balance of this Note,
all accrued interest and all other amounts due hereunder, together with costs of suit and attorneys’ fees, and for doing
so, this Note or a copy verified by affidavit shall be a sufficient warrant. The Borrower hereby forever waives and releases all
errors in said proceedings and all rights of appeal and all relief from any and all appraisement, stay or exemption laws of any
state now in force or hereafter enacted. Interest on any such judgment shall accrue at the statutory rate permitted under Illinois
law.


 


No
single exercise of the foregoing power to confess judgment, or a series of judgments, shall be deemed to exhaust the power, whether
or not any such exercise shall be held by any court to be invalid, voidable, or void, but the power shall continue undiminished
and it may be exercised from time to time as often as the Bank shall elect until such time as the Bank shall have received payment
in full of the debt, interest and costs. Notwithstanding the attorney’s commission provided for in the preceding paragraph
(which is included in the warrant for purposes of establishing a sum certain), the amount of attorneys’ fees that the Bank
may recover from the Borrower shall not exceed the actual attorneys’ fees incurred by the Bank.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 




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22.
WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE BORROWER MAY HAVE TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS NOTE OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS- THE BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.


 


The
Borrower acknowledges that it has read and understood all the provisions of this Note, including the confession of judgment and
waiver of jury trial, and has been advised by counsel as necessary or appropriate.


 


WITNESS
the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound
hereby.


 


	WITNESS/ATTEST:	PROGRESSIVE HEALTH & REHABILITATION, LTD.
	 	 	 	 
	 	 	 	 
	/s/ Ed Osadzinski	By:	/s/ Jason Hui
	 	 	 	(SEAL)
	 	 	 	 
	Printed Name: 	Ed Osadzinski	 	Jason Hui, President
	Title:	 _____________________	 	 
	(Include title only If an officer of entity signing to the right)	 	 







 




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