ex101uniquenote






                                                                                PAYCHECK PROTECTION NOTE     VIRGINIA BORROWERS: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION      WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND     ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE.   SBA Loan #           832678711  SBA Loan Name        Unique Fabricating, Inc   Date                 4/17/2020  Loan Amount          $5,998,700.00  Fixed Interest Rate  1.0%  Borrower             Unique Fabricating, Inc    Lender               Citizens Bank N.A.                       1 Citizens Plaza                       Providence, RI 02903   1.    PROMISE TO PAY:         In return for the Loan, Borrower promises to pay to the order of Lender the amount of         5,998,700.00                                                           Dollars,         interest on the unpaid principal balance, and all other amounts required by this Note.   2.    DEFINITIONS:                                the 8-week period beginning on the date of first disbursement of the Loan.                                                                                                                                   Economic                                      (P.L. 116-136).                                                                                       3.    LOAN FORGIVENESS; PAYMENT TERMS:         A.    Loan  Forgiveness:  Borrower  may  apply  to  Lender  for  forgiveness  of  the  amount  due  on  the               Loan in an amount equal to the sum of the following costs incurred by Borrower during the 8-              week period beginning on the date of first disbursement of the Loan:               i.   Payroll costs               ii.  Any payment of interest on a covered mortgage obligation (which shall not include any                     prepayment of or payment of principal on a covered mortgage obligation)               iii.  Any payment on a covered rent obligation                                                                                                   5 





 






      iv.  Any covered utility payment       The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with        the requirements of the Program, including the provisions of Section 1106 of the  CARES Act.        Not more than 25% of the amount forgiven can be attributable to non-payroll costs. If Borrower         January  1, 2020 and April  4,  2020 and used the  proceeds  of that EIDL for payroll costs, that        amount shall be subtracted from the loan forgiveness amount.         Forgiveness  wi       documentation as required by the SBA and Lender.        B.    Submission  of  Information  and  Documents:        submission  to  Lender of  information  and  documentation  as required by the  SBA  and  Lender.        Not  before  July  1,  2020  and  by  August  15,  2020,  Borrower  shall  provide  Lender  with        information, in form and substance acceptable to Lender, specifying the amount of forgiveness        Borrower requests, together with all documentation required by the CARES Act, the SBA and/or        Lender to evidence and/or  verify  such information.  Required information shall include, without        limitation:        (i)  the  total  dollar  amount  of  payroll  costs  during  the  Forgiveness  Period  and  the  dollar              amounts  of  covered mortgage  interest  payments,  covered rent  payments  and  covered              utilities  for  the  Forgiveness  Period  to  the  extent  Borrower  seeks  forgiveness  for  these              costs.        (ii)  the average number of full-time equivalent employees of Borrower per month during (a)               same period in 2019, and (c) if the average number of full-time equivalent employees is              lower than the average number for the period described in subsection (ii)(b) above, the              period from January 1, 2020 through February 29, 2020;        (iii)  the number of full-time equivalent employees of Borrower as of February 15, 2020, April              26, 2020 and June 30, 2020;         (iv)   the total amount of salary and wages during the Covered Period and during the fourth              calendar quarter of 2019 of each employee who had the amount or rate of such salary              and wages reduced by more than 25% during the Covered Period from the amount or                                                                          (v)  the rate of salary and wages of each Lowered Employee as of February 15, 2020, April              26, 2020 and June 30, 2020; and        (v)   such further information and documents as Lender or the SBA shall require.  C.    Initial Deferment Period: No payments are due on the Loan for 6 months from the date of first        disbursement of the Loan. Interest will continue to accrue during the deferment period.   D.    Maturity: This Note will mature two years from date of first disbursement of the Loan.  E.    Payments from End of Deferment Period through Maturity Date: To the extent the Loan is not        forgiven  during  the  deferment  period  or  thereafter,  the  outstanding  balance  of  the  Loan,  and        interest thereon, shall be repaid in eighteen substantially equal monthly payments of principal        and interest, commencing on the first business day after the end of the deferment period.   F.    Payment Authorization:        bank account, by wire or ACH transfer, for each monthly or other payment required hereunder. 





 






             In the event any such payment is unsuccessful, Borrower shall remain liable for such payment               and shall take all steps required to make such payment.         G.    Interest Computation; Repayment Terms: The interest rate on this Note is one percent per year.               The  interest  rate  is  fixed  and  will  not  be  changed  during  the  life  of  the  Loan. Interest  will  be               calculated based upon actual days over a 365-day year.         H.    Payment Allocation: Lender will apply each installment payment first to pay interest accrued to               the  day  Lender  received  the  payment,  then  to  bring  principal  current,  and  will  apply  any               remaining balance to reduce principal.         I.    Loan  Prepayment:  Notwithstanding  any  provision  in  this  Note  to  the  contrary,  Borrower  may               prepay  this  Note  at any  time  without  penalty.  Borrower  may  prepay  20 percent  or  less  of the               unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent               and the Loan has been sold on the secondary market, Borrower must: (i) give Lender written               notice; (ii) pay all accrued interest; and (iii) if the prepayment is received less than 21 days from               the  date  Lender  received  the  notice,  pay  an  amount  equal  to  21  days  interest  from  the  date               Lender received the notice, less any interest accrued during the 21 days and paid under (ii) of               this paragraph. If Borrower does not prepay within 30 days from the date Lender received the               notice, Borrower must give Lender a new notice.   4.    NON-RECOURSE:  Lender  and  SBA  shall  have  no  recourse  against  any  individual  shareholder,         member or partner of Borrower for non-payment of the loan, except to the extent that such shareholder,         member or partner uses the loan proceeds for an unauthorized purpose.   5.    USE OF PROCEEDS:          Borrower represents and warrants that all proceeds of the Loan will be used for the following eligible         business  purposes,  as  required  by  the  CARES  Act:  (I)  payroll  costs;  (II)  costs  related  to  the         continuation  of  group  health  care  benefits  during  periods  of  paid  sick,  medical,  or  family  leave,  and         insurance premiums; (III) employee salaries, commissions, or similar compensations; (IV) payments of         interest on any mortgage obligation (which shall not include any prepayment of or payment of principal         on  a  mortgage  obligation);  (V)  rent  (including  rent  under  a  lease  agreement);  (VI)  utilities;  and  (VII)         interest on any other debt obligations that were incurred before February 15, 2020, provided that not         less than 75% of expended Loan proceeds shall be devoted to items (I)-(III) above.   6.    DEFAULT:         Borrower is in default under this Note if Borrower does not make a payment when due under this Note,         or if Borrower:         A. Fails to do anything required by this Note and other Loan Documents;         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  to            Lender or SBA;         D. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without                  s prior written consent;          E.             below): 





 






             (i)   Defaults on any other loan with Lender;               (ii)  Defaults on any loan or agreement with another creditor, if Lender believes the default                                                                                  (iii) Fails to pay any taxes when due;                (iv)  Becomes the subject of a proceeding under any bankruptcy or insolvency law;                (v)   Has a receiver or liquidator appointed for any part of their business or property;                (vi)  Makes an assignment for the benefit of creditors;                (vii) Has  any  adverse  change  in financial  condition  or  business  operation  from  the  date  of                     this  Note that  continues  after the  Adverse  Forgiveness  Determination  and  that  Lender                                                                                           (viii) Becomes the subject of a civil or criminal action from the date of this Note that continues                     after  the  Adverse  Forgiveness  Determination  and  that  Lender  believes  may  materially                                                        7.                                                    Upon a default by Borrower, 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; or         B. File suit and obtain judgment.   8.                                                                                                  A. Incur expenses to collect amounts due under this Note and enforce the terms of this Note or any             and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or            add the expenses to the principal balance; and         B. Take any action necessary to collect amounts owing on this Note.   9.    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.   10.   SUCCESSORS AND ASSIGNS:                                signs.   11.   GENERAL PROVISIONS:         A. All individuals and entities signing this Note are jointly and severally liable. 





 






       B. Borrower waives all suretyship defenses.        C. Borrower must sign all documents necessary at any time to comply with the Loan Documents.         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.         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. Borrower  also  waives any            defenses based upon any claim that Lender did not obtain any guarantee or collateral.   12.   STATE-SPECIFIC PROVISIONS:         A.                                                                                      CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND               EMPOWERS  ANY  ATTORNEY-AT-LAW,  AFTER THE OCCURRENCE OF A DEFAULT, TO               APPEAR  IN  ANY  COURT  OF  RECORD  AND  TO  CONFESS  JUDGMENT  AGAINST               BORROWER  FOR  THE  UNPAID  AMOUNT  OF  THIS  NOTE,  AND  TO  RELEASE  ALL               ERRORS, AND WAIVE ALL RIGHTS OF APPEAL. IF A COPY OF THIS NOTE, VERIFIED BY               AN  AFFIDAVIT,  SHALL  HAVE  BEEN  FILED  IN  THE  PROCEEDING,  IT  WILL  NOT  BE               NECESSARY  TO  FILE  THE  ORIGINAL  AS  A  WARRANT  OF  ATTORNEY.  BORROWER               WAIVES  THE  RIGHT  TO  ANY  STAY  OF  EXECUTION  AND  THE  BENEFIT  OF  ALL               EXEMPTION  LAWS  NOW  OR  HEREAFTER  IN  EFFECT.  NO  SINGLE  EXERCISE  OF  THE               FOREGOING WARRANT  AND POWER TO CONFESS JUDGMENT  WILL 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 WILL CONTINUE               UNDIMINISHED AND MAY BE EXERCISED FROM TIME TO TIME AS LENDER MAY ELECT               UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN FULL.         B.                                                                                      POWER TO CONFESS JUDGMENT. BORROWER HEREBY EMPOWERS ANY ATTORNEY               OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF A DEFAULT HEREUNDER,               TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS               JUDGMENT,  OR  A  SERIES  OF  JUDGMENTS,  AGAINST  BORROWER  IN  FAVOR  OF               LENDER  OR  ANY  HOLDER  HEREOF  FOR  THE  ENTIRE  PRINCIPAL  BALANCE  OF  THIS               NOTE,  ALL  ACCRUED  INTEREST  AND  ALL  OTHER  AMOUNTS  DUE  HEREUNDER,  AND               FOR  DOING  SO,  THIS  NOTE  OR  A  COPY  VERIFIED  BY  AFFIDAVIT  SHALL  BE  A               SUFFICIENT WARRANT. 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.  BORROWER  ACKNOWLEDGES  AND  AGREES               THAT,  PURSUANT  TO  THE  FOREGOING  POWER  TO  CONFESS  JUDGMENT  GRANTED               TO LENDER, BORROWER IS VOLUNTARILY AND KNOWINGLY WAIVING ITS RIGHT TO               NOTICE  AND  A  HEARING  PRIOR  TO  THE  ENTRY  OF  A  JUDGMENT  BY  LENDER               AGAINST  BORROWER.  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 





 






      LENDER  SHALL  ELECT  UNTIL  SUCH  TIME  AS  LENDER  SHALL  HAVE  RECEIVED        PAYMENT UNTIL ALL AMOUNTS OWING ON THIS NOTE HAVE BEEN PAID IN FULL.   C.                                                                              Oral  or  unexecuted  agreements  or  commitments  to  loan  money,  extend  credit  or  to        forbear from enforcing repayment of a debt including promises to extend or renew such        debt are not enforceable, regardless of the legal theory upon which it is based that is in        any way related to the credit agreement. To protect you (Borrowers(s)) and us (Creditor)        from  misunderstanding  or  disappointment,  any  agreements  we  reach  covering  such        matters are contained in this writing, which is the complete and exclusive statement of        the agreement between us, except as we may later agree in writing to modify it.   D.                                                                             UNDER  OREGON  LAW,  MOST  AGREEMENTS,  PROMISES  AND  COMMITMENTS  MADE        BY [BENEFICIARY]/US CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH        ARE  NOT  FOR  PERSONAL,  FAMILY,  OR  HOUSEHOLD  PURPOSES  OR  SECURED        SOLELY  BY  GRANTOR'S/BORROWER'S  RESIDENCE  MUST  BE  IN  WRITING,  EXPRESS        CONSIDERATION  AND  BE  SIGNED  BY  [AN  AUTHORIZED  REPRESENTATIVE  OF        BENEFICIARY]/US TO BE ENFORCEABLE.   E. If Borro                                                                         CONFESSION OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND        EMPOWERS ANY ATTORNEY OR THE PROTHONOTARY OR CLERK OF ANY COURT IN        THE  COMMONWEALTH  OF  PENNSYLVANIA,  OR  ELSEWHERE,  TO  APPEAR  AT  ANY        TIME FOR BORROWER AFTER A DEFAULT UNDER THIS NOTE AND WITH OR WITHOUT        COMPLAINT FILED, CONFESS OR ENTER JUDGMENT AGAINST BORROWER FOR THE        ENTIRE  PRINCIPAL  BALANCE  OF  THIS  NOTE  AND  ALL  ACCRUED  INTEREST,  ON        WHICH  JUDGMENT  OR  JUDGMENTS  ONE  OR  MORE  EXECUTIONS  MAY  ISSUE        IMMEDIATELY; AND FOR SO DOING, THIS NOTE OR A COPY OF THIS NOTE VERIFIED        BY AFFIDAVIT SHALL BE SUFFICIENT WARRANT. THE  AUTHORITY GRANTED IN THIS        NOTE TO CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY        ANY  EXERCISE  OF  THAT  AUTHORITY,  BUT  SHALL  CONTINUE  FROM  TIME  TO  TIME        AND  AT  ALL  TIMES  UNTIL  PAYMENT  IN  FULL  OF  ALL  AMOUNTS  DUE  UNDER  THIS        NOTE. BORROWER HEREBY WAIVES  ANY  RIGHT BORROWER MAY HAVE TO NOTICE        OR  TO  A  HEARING  IN  CONNECTION  WITH  ANY  SUCH  CONFESSION  OF  JUDGMENT        AND STATES THAT EITHER  A REPRESENTATIVE OF LENDER SPECIFICALLY  CALLED        THIS  CONFESSION  OF  JUDGMENT  PROVISION  TO  BORROWER'S  ATTENTION  OR        BORROWER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL.  F.                                     Virginia, the following provision applies:        Upon  any  default  under  this  Note  Borrower  authorizes  the  clerk  of  any  court  and  any        attorney admitted to practice before any court of record in the United States, on behalf of        Borrower, to  then confess judgment  against the Borrower in  favor of Lender in the full        amount due on this Note. For the purpose of allowing the Lender to file a confession of        judgment  in  the  Commonwealth  of  Virginia,  the  Borrower  hereby  duly  constitutes  and        appoints , its true and lawful attorney-in-fact, to confess judgment against it in any court        of  record  in  the  Commonwealth  of  Virginia,  and  Borrower  further  consents  to  the        jurisdiction of and agrees that venue shall be proper in the Circuit Court of any county or        city  of  the  Commonwealth  of  Virginia  and/or  in  any  other  court  of  record  in  the        Commonwealth of Virginia. Borrower waives all errors, defects and imperfections in the 





 






             entry of judgment as aforesaid or in any proceeding pursuant thereto and the benefit of               any  and  every  statute,  ordinance  or  rule  of  court  which  may  be  lawfully  waived               conferring  upon  Borrower  any  right  or  privilege  of  exemption,  stay  of  execution,  or               supplementary  proceedings,  or  other  relief  from  the  enforcement  or  immediate               enforcement  of  a  judgment  or  related  proceedings  on  a  judgment.  The  authority  and               power to appear for and to enter judgment against Borrower shall not be extinguished by               any judgment entered pursuant thereto; such authority and power may be exercised on               one or more occasions from time to time, in the same or different courts or jurisdictions,               as often as Lender shall deem necessary or advisable until all sums due under this Note               have been paid in full.         G.                                                                                        Oral  agreements  or  oral  commitments to  loan  money,  extend  credit,  or to  forbear  from               enforcing repayment of a debt are not enforceable under Washington law.         H. If Borrower is an individual residing in Wisconsin, the following provision applies:               Each Borrower who is married represents that this obligation is incurred in the interest of his or               her marriage or family.   13.   ARBITRATION CLAUSE:         Borrower agrees to the Arbitration Clause attached as Exhibit A. Lender also agrees to the Arbitration         Clause.   14.                            IGNATURE:         By signing below, each individual or entity becomes obligated under this Note as Borrower.                  BORROWER:    Unique Fabricating, Inc                            _______________________________________         Brian Loftus, Authorized Signer 





 






                                                                          ARBITRATION CLAUSE (EXHIBIT A).                                                                              put  this  Clause  in  question and answer form to make it easier to understand. However, this Clause is part of this Agreement and  is legally binding                     .                                                                    Short    Question.                                        Further Detail.                  Answer.                                    Background and Scope.  What is       An  arbitration?  alternative less formal than a court case.                  to a court                case.    Is it different Yes.      The hearing is private. There is no jury. It is usually less formal, faster and  from court                less expensive than a lawsuit. Pre- and jury                  limited. Appeals are limited. Courts rarely overturn arbitration awards.   trials?    What is this  The parties' You and we agree that any party may elect to arbitrate or require arbitration of  Clause        agreement   any "Claim" as defined below.   about?        to arbitrate                Claims.   Who does the  You and us, This Clause governs you and us, including our "Related Parties": (1) any  Clause        including   parent, subsidiary or affiliate of ours; (2) our employees, directors, officers,  cover?        certain     shareholders, members and representatives; and (3) any person or company                "Related    (but not the SBA) that is involved in a Claim you pursue at the same time you                Parties".   pursue a related Claim with us.    What Claims   All Claims  does the      (except     are between you and  Clause        certain     reasonable meaning. It includes contract and tort (including intentional tort)                            claims and claims under constitutions, statutes, ordinances, rules and  cover?        Claims                about this  regulations. It includes all claims even indirectly related to your application                Clause).    and/or supplemental application for the Loan, this Note, the Loan or our                            relationship with you. It includes claims related to any decisions we have                            made or subsequently make concerning your Loan, including decisions                            regarding the Loan forgiveness to which you are or are not entitled. It                            includes claims related to collections, privacy and customer information. It                            includes claims related to the validity in general of this Note. However, it                            does not include disputes about the validity, coverage or scope of this                            Clause or any part of this Clause. All such disputes are for a court and                            not the TPA to decide.    Who handles   Usually     Arbitrations are conducted under this Clause and the rules of the arbitration  the           AAA or      administrator in effect at the time the arbitration is commenced. However,  arbitration?  JAMS.       arbitration rules that conflict with this Clause do not apply. The arbitration                            administrator will be either:                                The American Arbitration Association ("AAA"), 1633 Broadway, 10th                               Floor, New York, NY 10019, www.adr.org.                               JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018,                                                                                                 12 





 






                 Short    Question.                                        Further Detail.                 Answer.                               www.jamsadr.org                               Any other company picked by agreement of the parties.                             If all the above options are unavailable, a court will pick the administrator. No                            arbitration brought on a class basis may be administered without our                            consent by any administrator that would permit class arbitration under                            this Clause.                               The TPA will be selected under the administrator's rules. However, the TPA                            must be a lawyer with at least ten years of experience or a retired judge                            unless you and we otherwise agree.  Can Claims    Sometimes.  Either party may bring a lawsuit if the other party does not demand  be brought in             arbitration. We will not demand arbitration of any lawsuit you bring as an  court?                    individual action in small claims court. However, we may demand arbitration                            of any appeal of a small-claims decision or any small-claims action brought                            on a class basis.   Are you       Yes.        For Claims subject to this Clause, you give up your right to:   giving up any  rights?                    1. Have juries decide Claims.                             2. Have courts, other than small-claims courts, decide Claims.                             3. Serve as a private attorney general or in a representative capacity.                             4. Join a Claim you have with a dispute by other consumers.                             5. Bring or be a class member in a class action or class arbitration.                             We also give up the right to a jury trial and to have courts decide Claims                            you wish to arbitrate.   Can you or    No.         The TPA is not allowed to handle any Claim on a class or representative  another                   basis. All Claims subject to this Clause must be decided in an individual  business                  arbitration or an individual small-claims action. This Clause will be void if a  start class               court rules that the TPA can decide a Claim on a class basis and the court's  arbitration?              ruling is not reversed on appeal.    What          It depends.  If any portion of this Clause cannot be enforced, the rest of this Clause will  happens if                continue to apply, except that:   part of this  Clause                          If a court rules that the TPA can decide a Claim on a class or other  cannot be                 representative basis and the court's ruling is not reversed on appeal, only this                            sentence will apply and the remainder of this Clause will be void. AND  enforced?                                   If a party brings a Claim seeking public injunctive relief and a court                            determines that the restrictions in this Clause prohibiting the TPA from                            awarding relief on behalf of third parties are unenforceable with respect to                            such Claim (and that determination becomes final after all appeals have been                            exhausted), the Claim for public injunctive relief will be determined in court                            and any individual Claims seeking monetary relief will be arbitrated. In such a                            case the parties agree to request that the court stay the Claim for public                            injunctive relief until the arbitration award pertaining to individual relief has                            been entered in court.                             In no event will a Claim for class relief or public injunctive relief be 





 






                 Short    Question.                                        Further Detail.                 Answer.                            arbitrated.     What law      The Federal This Agreement and related sale involve interstate commerce. Thus, the FAA  applies?      Arbitration governs this Clause. The TPA must apply substantive law consistent with the                Act         FAA. The TPA must honor statutes of limitation and privilege rights. Punitive                            damages are governed by the constitutional standards that apply in judicial                            proceedings.    Will anything No.         This Clause stays in force even if you: (1) cancel this Note; (2) default, renew,  I do make this            prepay or pay the Loan in full; or (3) go into or through bankruptcy.    Clause  ineffective?                                             Process.  What must a   Send a      Before starting a lawsuit or arbitration, the complaining party must give the  party do      written     other party written notice of the Claim. The notice must explain in reasonable  before        Claim       detail the nature of the Claim and any supporting facts. If you are the  starting a    notice and  complaining party, you must send the notice in writing (and not electronically)  lawsuit or    work to     to our Legal Department, at our normal notice address. You or an attorney  arbitration?  resolve the you have personally hired must sign the notice and must provide your full                Claim.      name and a phone number where you (or your attorney) can be reached.                            Once a Claim notice is sent, the complaining party must give the other party a                            reasonable opportunity over the next 30 days to resolve the Claim on an                            individual basis.   How does      Mailing a   If the parties do not reach an agreement to resolve the Claim within 30 days  arbitration   notice.     after notice of the Claim is received, the complaining party may commence a  start?                    lawsuit or arbitration, subject to the terms of this Clause. To start arbitration,                            the complaining party picks the administrator and follows the administrator's                            rules. If one party begins or threatens a lawsuit, the other party can demand                            arbitration. This demand can be made in court papers. It can be made if a                            party begins a lawsuit on an individual basis and then tries to pursue a class                            action. Once an arbitration demand is made, no lawsuit may be brought and                            any existing lawsuit must stop.   Will any      Yes.        The TPA may decide that an in-person hearing is unnecessary and that he or  hearing be                she can resolve a Claim based on written filings and/or a conference call.  held nearby?              However, any in-person arbitration hearing must be held at a place                            reasonably convenient to you.    What about    Very        Appeal rights under the FAA are very limited. Except for FAA appeal rights  appeals?      limited.    and except for Claims involving more than $50,000 (including Claims                            involving requests for injunctive relief that could cost more than $50,000), the                            TPA's award will be final and binding. For Claims involving more than                            $50,000, any party may appeal the award to a three-TPA panel appointed by                            the administrator, which will reconsider from the start anything in the initial                            award that is appealed. The panel's decision will be final and binding, except                            for any FAA appeal right. Any appropriate court may enter judgment upon the                            TPA's award.   





 






                  Short     Question.                                        Further Detail.                  Answer.   Do arbitration No.        No arbitration award involving the parties will have any impact as to issues or   awards affect             claims in any dispute involving anyone who is not a party to the arbitration,   other                     nor will an arbitration award in prior disputes involving other parties have any   disputes?                 impact in an arbitration between the parties to this Clause.                                      Arbitration Fees and Awards.   Who bears     Usually, we   arbitration   do.         faith, cannot get a waiver of such fees and ask us to pay.     fees?     When will we  If you win.  If you win an arbitration, we will pay your reasonable fees and costs for   cover your                attorneys, experts and witnesses. We will also pay these amounts if required   legal fees and            under applicable law or the administrator's rules or if payment is required to   costs?                    enforce this Clause. The TPA shall not limit his or her award of these                             amounts because your Claim is for a small amount.    Will you ever Only for    The TPA can require you to pay our fees if (and only if): (1) the TPA finds   owe us for    bad faith.  that you have acted in bad faith (as measured by the standards set forth in   arbitration or            Federal Rule of Civil Procedure 11(b)); and (2) this power does not make this   attorneys'                Clause invalid.    fees?     Can an award   Yes.       A party may request details from the TPA, within 14 days of the ruling. Upon   be                        such request, the TPA will explain the ruling in writing.    explained?    By signing below, we agree to this Arbitration Clause.   LENDER: CITIZENS BANK, N.A.                                          Shannon L Moniz   Vice President    Loan Operations Manager           





 






                                                                                        AUTHORIZATION                          (SBA Paycheck Protection Program Express Loan)          SBA Loan# 832678711                   U.S. Small Business Administration  Lender:  LITTLE ROCK COMMERCIAL              Citizens Bank N.A.  LOAN SERVICING CENTER  OFFICE OF FINANCIAL  PROGRAM OPERATIONS  2120 Riverfront Drive               1 Citizens Plaza  Little Rock, AR 72202               Providence, RI 02903   Lender is issuing this SBA Paycheck Protection Program Express Loan Authorization for SBA to  guarantee 100% of a loan in the amount of $5,998,700.00 to be made by Lender to assist:   Borrower:  Unique Fabricating, Inc, 800 S800 Standard Parkway,  Auburn Hills  MI 48326   Lender must have a valid SBA Loan Guarantee Agreement (SBA Form 750 and a valid SBA Express  Supplemental Loan Guaranty Agreement (SBA Form 2424).   between Lender and SBA for an SBA Express Loan and the Paycheck Protection Program created by the  Coronavirus Aid, Rel                                                                       Lender must comply with all SBA Loan Program Requirements, as defined in 13 CFR 120.10, all of which  may be amended from time to time.   This Authorization is subject to the application (including SBA Form 2483) submitted by Borrower to the                                                                                   15.    Lender must make complete disbursement of the loan no later than 24 months from the date of         this Authorization.    16.    The SBA Guarantee Fee is $0.   17.    Lender must have Borrower execute a Note containing the following repayment terms:         A.     At the request of the Borrower and on receipt of information and documentation as                 required by the SBA, Lender will forgive repayment of such portion of the Loan, and                 interest thereon, as and to the extent required by the CARES Act for loans under the                 Program. The amount of forgiveness shall not exceed the principal amount of this Note.         B.     At any time as requested by the Lender, but not later than 90 days after Borrower                 receives funds pursuant to this Note, Borrower will provide Lender with information, in                 form and substance acceptable to Lender, specifying the amount of forgiveness Borrower                 requests, together with all documentation required by the CARES Act, the SBA and/or                 Lender to evidence and/or verify the information in such report. Required information                 shall include, without limitation, (i) the number of full-time equivalent employees of                 Borrower and the dollar amount of payroll costs during all relevant periods (including the                 Forgiveness Period), as well as (ii) the dollar amounts of covered mortgage interest                                                                                                                          16 





 






               payments, covered rent payments and covered utilities for the Forgiveness Period to the                 extent Borrower seeks forgiveness for these costs.         C.     To the extent the Loan is not forgiven, the outstanding balance of the Loan, and interest                 thereon, shall be repaid in eighteen substantially equal monthly payments of principal and                 interest, commencing six (6) months after the date of this Loan and ending two (2) years                 after the date of this Loan. Borrower hereby authorizes Lender to initiate payments from                  required hereunder. In the event any such payment is unsuccessful, Borrower shall                 remain liable for such payment and shall take all steps required to make such payment.         D.     Interest will be calculated based upon actual days over a 365-day year.                    18.    Lender must develop and maintain evidence of a system or process to reasonably ensure that         loan proceeds were used for the following eligible business purposes: (I) payroll costs; (II) costs         related to the continuation of group health care benefits during periods of paid sick, medical, or         family leave, and insurance premiums; (III) employee salaries, commissions, or similar         compensations; (IV) payments of interest on any mortgage obligation (which shall not include any         prepayment of or payment of principal on a mortgage obligation); (V) rent (including rent under a         lease agreement); (VI) utilities; and (VII) interest on any other debt obligations that were incurred         before February 15, 2020.    19.    Lender must satisfy the following collateral conditions:  None  LENDER                                                                                                                      Date:  4/17/2020  By:                                        Shannon L Moniz         Vice President         Loan Operations Manager