PROMISSORY
NOTE


 


	Borrower:	Unknown
    Caller LLC	 	Lender:	East
    West Bank
	 	8335
    Sunset Blvd. Suite 238	 	 	Loan
    Servicing Department
	 	West
    Hollywood, CA 90069	 	 	9300
    Flair Drive, 6th Floor
	 	 	 	 	El
    Monte, CA 91731


 


	Principal
    Amount:	$3,333,333.00	Date
    of Note:	August
    29, 2014


 


PROMISE
TO PAY. Unknown Caller LLC (“Borrower”) promises to pay to East West Bank (“Lender”), or order, in lawful
money of the United States of America, the principal amount of Three Million Three Hundred Thirty-three Thousand Three Hundred
Thirty-three & 00/100 Dollars ($3,333,333.00) or so much as may be outstanding, together with interest on the unpaid outstanding
principal balance of each advance. Interest shall be calculated from the date of each advance until repayment of each advance.


 


PAYMENT.
Borrower will pay this loan in accordance with the following payment schedule:


 


Borrower
will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on the date which is 30 days prior
to the expiration date of the standby letter of credit in the amount up to US $3,333,333.00 referenced in that certain Business
Loan Agreement of even date herewith executed by Borrower in favor of Lender in connection with the loan. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 29, 2014, with
all subsequent interest payments to be due on the same day of each month after that until the Maturity Date. Unless otherwise
agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to
any late charges; and then to any unpaid collection costs. Borrower will pay Lender at Lender’s address shown above or at
such other place as Lender may designate in writing.


 


MATURITY
DATE. The Maturity Date of this Note shall be the date that is thirty (30) days prior to the expiry date of the first Standby
Letter of Credit issued in favor of Lender in accordance with the Business Loan Agreement signed by Borrower and of even date
herewith.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an independent index
which is the daily Wall Street Journal Prime Rate, as quoted in the “Money Rates” column of The Wall Street Journal
(Western Edition) all as determined by Lender (the “Index”). The Index is not necessarily the lowest rate charged
by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index
after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change
will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well. The
Index currently is 3.250% per annum. Interest on the unpaid principal balance of this Note will be calculated as described
in the “INTEREST CALCULATION METHOD” paragraph using a rate equal to the Index, adjusted if necessary for any minimum
and maximum rate limitations described below, resulting in an initial rate of 3.250%. NOTICE: Under no circumstances will the
interest rate on this Note be less than 3.250% per annum or more than the maximum rate allowed by applicable law.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate
over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal
balance is outstanding. All interest payable under this Note is computed using this method.


 


PREPAYMENT;
MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled
to a minimum interest charge of $100.00. Other than Borrower’s obligation to pay any minimum interest charge, Borrower
may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked “paid in
full”, “without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it without
losing any of Lender’s rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender.
All written communications concerning disputed amounts, including any check or other payment instrument that indicates that
the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations
or as full satisfaction of a disputed amount must be mailed or delivered to: East West Bank, Loan Service Department, 9300 Flair
Drive, 6th Floor El Monte, CA 91731.


 


LATE
CHARGE. If a payment is 11 days or more late, Borrower will be charged 6.000% of the unpaid portion of the regularly scheduled
payment or $5.00, whichever is greater.


 


INTEREST
AFTER DEFAULT. Upon default, the interest rate on this Note shall, if permitted under applicable law, immediately increase
by adding an additional 5.000 percentage point margin (“Default Rate Margin”). The Default Rate Margin shall also
apply to each succeeding interest rate change that would have applied had there been no default.


 


DEFAULT.
Each of the following shall constitute an event of default (“Event of Default”) under this Note:


 


Payment
Default. Borrower fails to make any payment when due under this Note.


 


Other
Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this
Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained
in any other agreement between Lender and Borrower.


 


Default
in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase
or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s
property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the
related documents.


 


False
Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf
under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished
or becomes false or misleading at any time thereafter.


 


Death
or Insolvency. The dissolution of Borrower (regardless of whether election to continue is made), any member withdraws from
Borrower, or any other termination of Borrower’s existence as a going business or the death of any member, the insolvency
of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors,
any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.


 




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Creditor
or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the
loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim
which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined
by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute.


 


Events
Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation
party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes
or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.


 


Adverse
Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment
or performance of this Note is impaired.


 


Cure
Provisions. If any default, other than a default in payment is curable and if Borrower has not been given a notice of a breach
of the same provision of this Note within the preceding twelve (12) months, it may be cured if Borrower, after Lender sends written
notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires
more than fifteen (15) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient
to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance
as soon as reasonably practical.


 


OTHER
DEFAULTS MODIFIED. Notwithstanding the section above entitled “Other Defaults”, Borrower fails to comply with
or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents
between Lender and Borrower; or any shareholder, member, trustor, or any owner of the Borrower also holding a controlling interest
in any given entity’s common stock, membership interest, trust interest, or any other ownership interest (“Related
Entity”), fails to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement
between Lender and the Related Entity.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


JUDICIAL
REFERENCE. If the waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes
or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected
by the parties or, if they cannot agree, then any party may seek to have a private judge appointed in accordance with California
Code of Civil Procedure §§ 638 and 640 (or pursuant to comparable provisions of federal law if the dispute falls within
the exclusive jurisdiction of the federal courts). The reference proceedings shall be conducted pursuant to and in accordance
with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have
the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing
preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential
and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional
relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply
to the Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before
a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall
be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings.
The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in
the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to
decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant
to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time
to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine
all issues relating to the applicability, interpretation, and enforceability of this paragraph.


 


The
parties agree that time is of the essence in conducting the referenced proceedings. The parties shall promptly and diligently
cooperate with one another and the referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution
of the dispute or controversy in accordance with the terms hereof. The costs shall be borne equally by the parties.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender’s attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also will pay any court costs, in addition
to all other sums provided by law.


 


JURY
WAIVER. To the extent permitted by applicable law, Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.


 


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of California without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State
of California.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower’s loan and the check or
preauthorized charge with which Borrower pays is later dishonored.


 


RIGHT
OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in all Borrower’s accounts with
Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else
and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts, and, at Lender’s option, to administratively
freeze all such accounts to allow Lender to protect Lender’s charge and setoff rights provided in this paragraph.


 


COLLATERAL.
Borrower acknowledges this Note is secured by the following collateral described in the security instrument listed herein:
inventory, chattel paper, accounts, equipment and general intangibles described in a Commercial Security Agreement dated August
29, 2014.


 




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LINE
OF CREDIT. This Note evidences a straight line of credit. Once the total amount of principal has been advanced, Borrower is
not entitled to further loan advances. Advances under this Note may be requested either orally or in writing by Borrower or as
provided in this paragraph. All oral requests shall be confirmed in writing on the day of the request, on forms acceptable to
Lender. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s
office shown above. The following person or persons are authorized to request advances and authorize payments under the line of
credit until Lender receives from Borrower, at Lender’s address shown above, written notice of revocation of such authority:
Jonathan Lim, Manager of Unknown Caller LLC. Borrower agrees to be liable for all sums either: (A) advanced in accordance
with the instructions of an authorized person or (B) credited to any of Borrower’s accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records, including
daily computer print-outs.


 


CERTIFICATION
OF ACCURACY. Borrower certifies under penalty of perjury that all financial documents provided to Lender, which may include
income statements, balance sheets, accounts payable and receivable listings, inventory listings, rents rolls, and tax returns,
are the most recent such documents prepared by Borrower, that they give a complete and accurate statement of the financial condition
of Borrower, as of the dates of such statements, and that no material change has occurred since such time, except as disclosed
to Lender in writing. Borrower agrees to notify Lender immediately of the extent and character of any material adverse change
in the Borrower’s financial condition. The financial documents shall constitute continuing representations of Borrower and
shall be construed by Lender to be continuing statements of the financial condition of Borrower and to be new and original statement
of all assets and liabilities of Borrower with respect to each advance under this Note and every other transaction in which Borrower
becomes obligated to Lender until Borrower advises Lender to the contrary. The financial documents are being given to induce Lender
to extend credit and Lender is relying upon such documents. Lender may verify with third parties any information contained in
financial documents delivered to Lender, obtain information from others, and ask and answer questions and requests seeking credit
experience about the undersigned.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of
Los Angeles County, State of California.


 


LIBOR
INTEREST RATE OPTION. An exhibit, titled “LIBOR INTEREST RATE OPTION,” is attached to this Note and by this reference
is made a part of this Note just as if all the provisions, terms and conditions of the Exhibit had been fully set forth in this
Note.


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate
information about Borrower’s account(s) to a consumer reporting agency. Borrower’s written notice describing the specific
inaccuracy(ies) should be sent to Lender at the following address: East West Bank Loan Service Department 9300 Flair Drive, 6th
Floor El Monte, CA 91731.


 


ORAL
AGREEMENTS NOT EFFECTIVE. This Agreement embodies the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersedes all prior oral or written negotiations, agreements and understandings of the parties
with respect to the subject matter hereof and shall remain in full force and effect in accordance with its terms and conditions.
Moreover, any subsequent oral statements, negotiations, agreements or understandings of the parties shall not be effective against
Lender unless (i) expressly stated in writing, (ii) duly approved and authorized by an appropriate decision making committee of
Lender on such terms and conditions as such committee shall deem necessary or appropriate in the committee’s sole and absolute
opinion and judgment and (iii) executed by an authorized officer of Lender. Borrower shall not rely or act on any oral statements,
negotiations, agreements or understandings between the parties at anytime whatsoever, including before or during any Lender approval
process stated above. Borrower acknowledges and agrees that Borrower shall be responsible for its own actions, including any detrimental
reliance on any oral statements, negotiations, agreements or understandings between the parties and that Lender shall not be liable
for any possible claims, counterclaims, demands, actions, causes of action, damages, costs, expenses and liability whatsoever,
known or unknown, anticipated or unanticipated, suspected or unsuspected, at law or in equity, originating in whole or in part
in connection with any oral statements, negotiations, agreements or understandings between the parties which the Borrower may
now or hereafter claim against the Lender. Neither this Agreement nor any other Related Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the provisions of this section. Lender may from time to time,
(a) enter into with Borrower written amendments, supplements or modifications hereto and to the Related Documents or (b) waive,
on such terms and conditions as Lender may specify in such instrument, any of the requirements of this Agreement or the Related
Documents or any Event Default and its consequences, if, but only if, such amendment, supplement, modification or waiver is (i)
expressly stated in writing, (ii) duly approved and authorized by an appropriate decision making committee of Lender on such terms
and conditions as such committee shall deem necessary or appropriate in the committee’s sole and absolute opinion and judgment
and (iii) executed by an authorized officer of Lender. Then such amendment, supplement, modification or waiver shall be effective
only in the specific instance and specific purpose for which given.


 


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay
or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive any applicable statute of limitations, presentment, demand
for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing,
no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party
or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral; and
take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made.
The obligations under this Note are joint and several.


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 




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	BORROWER:	 
	 	 
	UNKNOWN
    CALLER LLC	 
	 	 	 
	By:	/s/
    Jonathan Lim	 
	 	Jonathan
    Lim, Manager of Unknown Caller LLC	 


 


LASER
PRO Lending, Ver. 14.1.0.009 Copr. Harland Financial Solutions, Inc. 1997, 2014. All Rights Reserved. -CA
F:\PROD\LOANDOC\CFI\LPL\D20.FC TR-20411 PR-7(M)


 




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