rmbl_ex105





  Exhibit 10.5









 



NOTE


 


	

SBA
Loan #

	

68941073-00


	

SBA
Loan Name

	

WHOLESALE
INC


	

Date

	

5/1/2020


	

Loan
Amount

	

$
2,078,327.00


	

Interest
Rate

	

1.00%


	

Borrower

	

WHOLESALE
INC


	

Lender

	

Wood
& Huston Bank







 



1.       

PROMISE TO
PAY:






 


In
return for the Loan, Borrower promises to pay to the order of
Lender the amount of $2,078,327.00



Two million seventy eight thousand three hundred twenty seven and
0/zero                          
Dollars,


interest
on the unpaid principal balance, and all other amounts required by
this Note.


 



2.       

DEFINITIONS:






 


"Collateral" means
any property taken as security for payment of this Note or any
guarantee of this Note.

 


"Guarantor" means
each person or entity that signs a guarantee of payment of this
Note.

 


"Loan"
means the loan evidenced by this Note.

 


"Loan
Documents" means the documents related to this loan signed by
Borrower, any Guarantor, or anyone who pledges
collateral.

 


"SBA"
means the Small Business Administration, an Agency of the United
States of America.

 


 






 

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3.       

PAYMENT
TERMS






 


Borrower must make
all payments at the place Lender designates. The payment terms for
this Note are:


 



1. 

Interest Rate:
1.00% fixed, accruing using an actual 360 days continuing
method.







2. 

Loan Term: 24 month
loan term.







3. 

Payments: no
payments or interest required for first 6 months. Thereafter, 18
equal monthly payments of $116,885.98 due on the
1st day of each
month, beginning 11/1/2020 for the
first.







4. 

Fees: No fees for
Borrower.







5. 

Forgiveness: This
loan may be fully or partially forgiven by SBA after 8-week
compliance period if Borrower complies with terms and conditions of
SBA PPP.






 


*This
is a summary and Payment Terms are subject to any and all laws,
procedures, processes, features, modifications at the sole
discretion of the Lender or SBA allowable under the laws of the
United States of America and the State of Missouri.


 



4.       

DEFAULT






 


Borrower is in
default under this Note if Borrower does not make a payment when
due under this Note, or if Borrower or Operating
Company:


 



A. 

Fails to do
anything required by this Note and other Loan
Documents;





 



B. 

Defaults on any
other loan with Lender;





 



C. 

Does not preserve,
or account to Lender's satisfaction for, any of the Collateral or
its proceeds;





 



D. 

Does not disclose,
or anyone acting on their behalf does not disclose, any material
fact to Lender or SBA;





 



E. 

Makes, or anyone
acting on their behalf makes, a materially false or misleading
representation to Lender or SBA;





 



F. 

Defaults on any
loan or agreement with another creditor, if Lender believes the
default may materially affect Borrower's ability to pay this
Note;





 



G. 

Fails to pay any
taxes when due;





 



H. 

Becomes the subject
of a proceeding under any bankruptcy or insolvency
law;





 



I. 

Has a receiver or
liquidator appointed for any part of their business or
property;





 



J. 

Makes an assignment
for the benefit of creditors;





 



K. 

Has any adverse
change in financial condition or business operation that Lender
believes may materially affect Borrower's ability to pay this
Note;





 



L. 

Reorganizes,
merges, consolidates, or otherwise changes ownership or business
structure without Lender's prior written consent; or





 



M. 

Becomes the subject
of a civil or criminal action that Lender believes may materially
affect Borrower's ability to pay this Note.





 


 





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5.    



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 any Borrower or Guarantor;





 



C. 

File suit and
obtain judgment;





 



D. 

Take possession of
any Collateral; or





 



E. 

Sell, lease, or
otherwise dispose of, any Collateral at public or private sale,
with or without advertisement






 






6.    



LENDER'S GENERAL
POWERS:






 


Without
notice and without Borrower's consent, Lender may:


 



A. 

Bid on or buy the
Collateral at its sale or the sale of another lienholder, at any
price it chooses;





 



B. 

Incur expenses to
collect amounts due under this Note, enforce the terms of this Note
or any other Loan Document, and preserve or dispose of the
Collateral. Among other things, the expenses may include payments
for property taxes, prior liens, insurance, appraisals,
environmental remediation costs, and 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;





 



C. 

Release anyone
obligated to pay this Note;





 



D. 

Compromise,
release, renew, extend or substitute any of the Collateral;
and





 



E. 

Take any action
necessary to protect the Collateral or collect amounts owing on
this Note.





 



7.   



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.


 





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8.    



SUCCESSORS AND
ASSIGNS:






 


Under
this Note, Borrower and Operating Company include the successors of
each, and Lender includes its successors and assigns.


 



9.   



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 and to enable Lender to acquire, perfect, or maintain
Lender's liens on Collateral.





 



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; did not
obtain, perfect, or maintain a lien upon Collateral; impaired
Collateral; or did not obtain the fair market value of Collateral
at a sale.





 



10.       



STATE-SPECIFIC
PROVISIONS:






 


This
note is governed by the laws of Missouri, except to the extent such
state laws are preempted by federal law. In the event of a dispute,
the exclusive forum, venue and place of jurisdiction will be in
Missouri, unless otherwise required by law.


 


	

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 (BORROWER) AND US (LENDER)
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.


 







 



ADDITIONAL PROVISIONS.


 



A. 

Borrower
understands and agrees that the PPP Program contains limits and
restrictions on use of amounts borrowed, and that Borrower retains
full responsibility for compliance with those PPP limits and
restrictions.





 



B. 

Borrower has
provided truthful and complete information to Bank in connection
with Borrower's PPP Application, and agrees to immediately inform
Bank of any errors in same.





 



C. 

Borrower agrees to
provide any documents which Bank deems necessary for the
Application Loan File, including any documents Bank requests for
use in calculating future forgiveness or repayment
under





 



D. 

Borrower agrees to
otherwise cooperate with Bank in administration of this PPP
Loan.





 


 





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E. 

Borrower
understands that the requested loan, if approved by the SBA, may or
may not qualify for forgiveness.





 



F. 

Borrower
understands that if the requested loan does not qualify for
forgiveness, Borrower must repay the loan, under the terms
contained in the loan documents.





 



G. 

Borrower
understands and agrees that Bank is not liable for delays in
transmission of the application or for any failure by the SBA to
receive the Application.






 

11.  
BORROWER'S NAME(S) AND SIGNATURE(S):


By
signing below, each individual or entity becomes obligated under
this Note as Borrower.


 


	

Authorized
Signer:

	

Thomas
E Aucamp


	

Signature:

	

/s/
Thomas Aucamp


	

Date:

	

5/1/2020







 


 


	

Authorized
Signer:

	
 


	

Signature:

	
 


	

Date:

	
 







 


 


 


 


 


 


 


 


 


 





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