EdgarFiling





Exhibit 10.1


 





NO TE Date 4/9/2020 Note Amount $ 2,727,970.00 Borrower The  Joint Corporation Lender JPMorgan Chase Bank, N.A. 1. PROMISE  TO PAY. Borrower  promises  to  pay  to  the order of  Lender  the  Note  Amount,  plus  interest  on  the unpaid   principal  balance at the  Note  Rate,  and  all  other amounts required  by  this Note. 2. DEFINITIONS. “CARES  Act” means the Coronavirus  Aid, Relief,  and  Economic Security Act. “Deferral  Period” means  the  six  month period  beginning  on the  date  of  this  Note.   "Loan"  means  the loan evidenced  by  this Note. “Maturity  Date”  means  twenty - four  (24)  months from the date of  this Note. “Note Rate”  means an  interest rate of  0.98%  Per  Annum  and  interest shall accrue  on the  unpaid principal   balance computed  on the  basis  of the  actual number of days elapsed  in a  year  of  360 days. “Per  Annum”  means for a  year deemed to be comprised  of  360 days. "SBA"  means  the  Small  Business Administration,  an  Agency  of the United States of America. 3. CONDITIONS PRECEDENT  TO  FUNDING  OF LOAN. Before  the  funding  of the  Loan,  the  following conditions  must  be satisfied: A. Lender has  approved  the  request for  the Loan. B. Lender has received approval from SBA to fund the Loan. 4. PAYMENT TERMS. Borrower will  pay  this  Note  as follows: DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19



    	 



    	 



    



DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19 A. No Payments  During  Deferral  Period.  There shall be  no  payments due  by  Borrower during  the  Deferral   Period. B. Principal  and  Interest Payments. Commencing one month  after the  expiration  of  the Deferral Period,  and   continuing on the  same day  of each month thereafter  until  the  Maturity Date, Borrower shall pay to   Lender  monthly payments  of  principal  and  interest, each  in  such  equal  amount required to fully amortize   the  principal amount outstanding  on the  Note  on the last  day  of the  Deferral  Period  by  the Maturity Date. C. Maturity  Date. On  the Maturity  Date, Borrower  shall  pay  to Lender any  and all  unpaid principal plus   accrued and  unpaid interest plus interest  accrued  during  the  Deferral  Period.  This Note  will  mature  on   the  Maturity Date. D. If any  payment  is  due  on a date  for  which there is  no  numerical  equivalent  in a  particular  calendar month   then it  shall  be  due  on  the last  day of  such  month. If  any payment  is  due  on a  day  that is  not  a  Business   Day, the  payment  will  be made  on the  next Business Day.  The  term  "Business  Day"  means a  day  other   than a  Saturday, Sunday  or any other  day  on which  national banking  associations are  authorized to be   closed. E. Payments shall be allocated  among  principal  and  interest at  the  discretion  of  Lender  unless otherwise   agreed or required  by  applicable  law.  Notwithstanding,  in the  event  the  Loan,  or any  portion  thereof, is   forgiven pursuant to the Paycheck Protection Program under  the  federal CARES Act,  the  amount so   forgiven shall be applied to principal. F. Borrower may  prepay  this Note at  any time without payment  of  any premium. 5. CERTIFICATIONS. Borrower  certifies as follows: A. Current economic uncertainty  makes this Loan  necessary to support the ongoing  operations of Borrower. B. Loan  funds  will  be used to retain workers  and maintain  payroll  or  make  mortgage payments,  lease   payments, and  utility payments. C. During  the  period beginning  on  February 15, 2020  and  ending  on  December 31, 2020,  Borrower  has not   and will  not receive another  loan  under  this program. D. Borrower was in  operation  on  February 15, 2020  and  (i) had employees  for  whom  it paid  salaries  and   payroll  taxes,  or  (ii) paid  independent  contractors  as  reported  on a 1099 - Misc. 6. AGREEMENTS. Borrower  understands  and agrees, and waives and  releases  Lender, as follows: A. The  Loan would  be made under  the  SBA’s Paycheck  Protection  Program. Accordingly,  it  must  be   submitted to  and  approved by  the  SBA. There  is  limited funding  available  under the Paycheck Protection   Program  and  so  all  applications submitted  will  not be  approved  by the SBA. B. Lender is  participating  in the  Payroll Protection Program to help businesses impacted by  the  economic   impact  from COVID - 19. However,  Lender  anticipates high  volume and there  may be processing delays  and   system failures along with  other  issues  that  interfere  with  submission  of  your application to SBA. Lender



    	 



    	 



    



DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19 does  not represent  or  guarantee  that it will  submit  the  application before SBA funding  is  no  longer   available or  at  all.  You  agree that Lender  is  not responsible  or  liable to  you  (i)  if  the  application is  not   submitted to  the  SBA until  after  SBA stops approving  applications,  for any reason  or  (ii)  if the  application  is   not  processed. You forever release  and  waive  any  claims against Lender concerning failure  to  obtain  the   Loan.  This release  and  waiver applies to but  is not limited  to  any  claims concerning  Lender’s  (i) pace,   manner or  systems for processing or prioritizing  applications, or  (ii) representations by  Lender  regarding   the  application process, the Paycheck Protection Program,  or  availability of funding.  This agreed to  release  and  waiver supersedes  any  prior communications, understandings, agreements  or   communications  on the  issues set forth herein. C. Forgiveness  of  the  Loan is only  available for principal  that is  used  for the  limited purposes that qualify for   forgiveness under SBA requirements,  and  that to  obtain forgiveness,  Borrower must request  it and  must   provide  documentation  in  accordance with  the  SBA requirements,  and certify  that  the  amounts Borrower   is requesting to  be  forgiven qualify under those requirements. Borrower also understand  that  Borrower   shall  remain  responsible under  the  Loan  for any  amounts  not  forgiven,  and that  interest payable under   the Loan will  not be forgiven but  that  the SBA may pay  the Loan interest on  forgiven amounts. D. Forgiveness  is not  automatic  and Borrower  must request  it. Borrower  is  not relying  on  Lender for  its   understanding  of  the requirements for forgiveness such  as eligible  expenditures, necessary   records/documentation,  or  possible reductions due  to  changes  in  number  of  employees or compensation. Rather Borrower  will  consult  the  SBA’s program materials. E. The application for  this  Loan  is  subject to review  and  that Borrower may not receive  the Loan.  The  Loan   also  remains subject to availability  of  funds under  the  SBA’s Payment  Protection  Program,  and to the  SBA   issuing an  SBA  loan number. 7. DEFAULT. Borrower is in  default under  this  Note  if Borrower: A. Fails to make a payment when due under the Note or otherwise fails  to comply with any   provision  of  this Note. B. Does not disclose, or anyone acting on its behalf does not disclose,  any material fact to Lender or   SBA. C. Makes,  or  anyone  acting  on  its behalf  makes,  a  materially false  or  misleading representation,   attestation  or  certification  to Lender  or SBA  in  connection  with  Borrower’s request for  this  Loan   under the CARES Act, or makes a false certification under paragraph 5 of this Note. D. Fails to comply with all of the provisions of this Note. E. Becomes the subject of a proceeding under any bankruptcy or insolvency law, has a receiver or   liquidator appointed for any part  of  its  business  or  property,  or makes an  assignment for  the   benefit  of creditors. F. Reorganizes,  merges,  consolidates,  or  otherwise changes  ownership  or  business structure   without  Lender's prior written consent. G. Becomes the subject of a civil or criminal action that Lender believes may materially affect   Borrower's  ability  to pay  this Note. 8. LENDER'S  RIGHTS  IF THERE  IS A DEFAULT. Without  notice  or  demand  and without  giving up  any of its rights, Lender may:



    	 



    	 



    



A. Require  immediate payment  of  all  amounts owing  under  this Note. B. Collect  all  amounts owing  from Borrower. C. File suit  and  obtain judgment. 9. LENDER'S  GENERAL POWERS. Without  notice  or  Borrower's consent, Lender may incur expenses to collect amounts due under  this  Note and   enforce  the  terms  of this  Note. Among  other  things, the expenses may include 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; 10. GOVERNING  LAW AND VENUE;  WHEN FEDERAL  LAW APPLIES. When  SBA  is the  holder,  this  Note shall 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. If the  SBA  is not the  holder,  this  Note shall  be  governed by  and  construed  in  accordance  with the  laws  of the   State  of  Ohio  where the  main office  of  Lender  is  located. MATTERS REGARDING  INTEREST  TO BE CHARGED  BY   LENDER  AND THE  EXPORTATION  OF  INTEREST SHALL  BE  GOVERNED  BY  FEDERAL  LAW  (INCLUDING  WITHOUT   LIMITATION  12 U.S.C. SECTIONS  85  AND  1831u)  AND THE LAW OF THE STATE  OF OHIO.  Borrower  agrees that any legal action or  proceeding  with  respect  to any of  its obligations under  this  Note  may  be brought by Lender  in   any  state  or  federal court located  in the  State  of  Ohio,  as  Lender  in its sole  discretion  may  elect. Borrower   submits  to and  accepts  in  respect  of its  property, generally  and  unconditionally, the non - exclusive jurisdiction of those  courts.  Borrower  waives any claim  that  the  State  of Ohio is  not  a  convenient forum  or the  proper venue   for  any  such suit,  action or  proceeding. The extension  of  credit  that is  the subject  of this  Note  is  being made by   Lender in Ohio. 11. SUCCESSORS  AND ASSIGNS. Under this  Note, Borrower includes  its  successors,  and Lender  includes  its  successors  and assigns. 12. GENERAL PROVISIONS. A. Borrower must sign all documents necessary at any time to comply with the Loan. B. Borrower’s execution of this Note has been duly authorized by all necessary actions of its  governing body.   The person signing this Note is  duly authorized to do so on behalf of Borrower. C. This Note shall not be governed by any existing or future credit agreement or loan agreement with Lender.   The  liabilities  guaranteed pursuant  to any  existing  or  future guaranty  in  favor  of  Lender  shall  not  include   this  Note.  The  liabilities  secured  by any  existing  or  future  security instrument  in  favor  Lender  shall not   include this Note. D. 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. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this   Note. F. If any part of this Note is unenforceable, all other parts remain in effect. DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19



    	 



    	 



    



By: Printed Name: Title: Date Signed: DocuSign Envelope ID: 496E3678 - 2AD3 - 4B91 - 942D - 24C91E840A19 G. 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. H. Borrower's liability under this Note will continue with respect to  any amounts SBA may pay Bank based on   an SBA  guarantee  of  this  Note.  Any  agreement with  Bank  under which  SBA  may  guarantee this  Note does   not  create  any  third party rights  or  benefits for Borrower and, if  SBA  pays  Bank under such  an  agreement,   SBA or Bank may then seek recovery from Borrower of amounts paid by SBA. I. Lender reserves  the right to modify the Note Amount based on documentation received from Borrower. 13. ELECTRONIC SIGNATURES. 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. Such paper  copies or  "printouts,"  if  introduced  as evidence in any judicial, arbitral, mediation or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form . 14. BORROWER’S NAME AND  SIGNATURE  Borrower: The  Joint Corporation Jake Singleton  CFO 4/9/2020