Exhibit 10.2


 


Certain
identified information contained in this document, marked by brackets as [***], has been excluded because it is both (i) not
material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.


 


CHANGE
IN TERMS AGREEMENT


 


	Principal

        $2,000,000.00
	Loan
        Date

        10-19-2019
	Maturity

        10-19-2020
	Loan
        No

        [***]
	Call
    / Coll	Account

        [***]
	Officer

        [***]
	Initials
	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:
     Torotel, Inc. 

     520 N Rogers Road 

     Olathe, KS 66062	Lender:     Cornerstone Bank
 Main Office
 9120 W. 135th Street

                                                                                Overland Park, KS 66221




 


 


	Principal
    Amount: $2,000,000.00	Date
    of Agreement: April 15, 2020

 


DESCRIPTION
OF EXISTING INDEBTEDNESS.


Promissory
Note #[***] dated October 19, 2019 in the original principal amount of $1,500,000.00.


DESCRIPTION
OF COLLATERAL.


Commercial
Security Agreement dated October 19, 2018 executed by Borrower to Lender.


All
Assets


Cross
Collateralized with Loan No. 913236 , Loan No. 913245 and Loan No. 913239.


DESCRIPTION
OF CHANGE IN TERMS.


The
principal loan amount is currently $1,500,000.00 and is hereby increased by $500,000.00 to be the amount referenced in the Principal
Amount paragraph herein.


CONTINUING
VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all
agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement
does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change
in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain
as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly
released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement.
If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge
that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes
and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension,
modification or release, but also to all such subsequent actions.


 


	Borrower's
    Initials	NO
    ORAL AGREEMENTS. This written agreement is the final expression of the agreement between Lender and
	 	Borrower
    and may not be contradicted by evidence of any prior oral agreement or of a contemporaneous oral
	 	agreement
    between Lender and Borrower.
	 

                        
	NONSTANDARD
     TERMS. The following space contains all nonstandard terms, including all previous oral
	 	agreements,
    if any, between Lender and Borrower:
	 
	Lender's
    Initials	 
	 

                         
	 

        By
        initialing the boxes to the left, Lender and Borrower affirm that no unwritten oral agreement exists between

	 	them.


 


PRIOR
TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT. BORROWER AGREES TO THE TERMS OF
THE AGREEMENT.


 


CHANGE
IN TERMS SIGNERS:


 


TOROTEL,
INC.


 


	By:
	/s/ Heath C. Hancock
	 	By:	/s/
                                         Dale H. Sizemore
	 	Heath C. Hancock, Chief Financial Officer of Torotel,

Inc.	 	 	Dale H. Sizemore, Jr., President of Torotel, Inc.



 


LENDER:


 


CORNERSTONE
BANK


 


	X	/s/ John
V Doull	
	 	John
                                         V Doull, Vice President	 



 


 






     


     


    

 


DISBURSEMENT
REQUEST AND AUTHORIZATION


 


	Principal

        $2,000,000.00
	Loan
        Date

        10-19-2019
	Maturity

        10-19-2020
	Loan
        No

        [***]
	Call
    / Coll	Account

        [***]
	Officer

        [***]
	Initials
	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:
     Torotel, Inc. 

     520 N Rogers Road 

     Olathe, KS 66062	Lender:
                                             Cornerstone Bank

                                         Main Office

                                         9120 W. 135th Street 

                                         Overland Park, KS 66221


 


LOAN
TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan to a Corporation for $2,000,000.00 due on October
19, 2020. This is a secured renewal of the following described indebtedness:


Promissory
Note #[***] dated October 19, 2018 in the original principal amount of $1,000,000.00 executed by Borrower to Lender and a Change
in Terms Agreement dated November 19, 2018 in the principal amount of $1,250,000.00 executed by Borrower to Lender and a Change
in Terms Agreement dated May 10, 2019 in the principal amount of $1,500,000.00 executed by Borrower to Lender.


 


PRIMARY
PURPOSE OF LOAN. The primary purpose of this loan is for:


 


 ̈ Personal,
Family, or Household Purposes or Personal Investment.


x
Business (Including Real Estate Investment).


 


SPECIFIC
PURPOSE. The specific purpose of this loan is: Working Capital.


DISBURSEMENT
INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed until all of Lender's conditions for making the
loan have been satisfied. Please disburse the loan proceeds of $2,000,000.00 as follows:


 


	Other
    Disbursements:	$2,000,000.00
	[***]
    Current Outstanding Principal Balance	 
	[***]
    Available to Borrow	                               
	 	 
	Note
    Principal:	$2,000,000.00



 


CHARGES
PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges:


 


	Prepaid
    Finance Charges Paid in Cash:	$0.00
	Other
    Charges Paid in Cash:	$525.00
	$15.00
    Flood Determination Fee	 
	$10.00
    UCC Search Fee (KS)	 
	$500.00
    Origination Fee	                               
	 	 
	Total
    Charges Paid in Cash:	$525.00



 


FINANCIAL
CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE
AND CORRECT AND THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION AS DISCLOSED IN BORROWER'S MOST
RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED APRIL 15, 2020.


 


BORROWER:


 


TOROTEL,
INC.


 





	By:
	/s/ Heath
C. Hancock
	 	By:	/s/
                                         Dale H. Sizemore
	 	Heath C. Hancock, Chief
Financial Officer of Torotel,

Inc.	 	 	Dale
                                         H. Sizemore, Jr., President of Torotel, Inc.