a102commercialtermnote20






                                                   COMMERCIAL NOTE                                                                                                                                              Lafayette, Louisiana  $10,000,000.00                                                                        May 1, 2020    For value received, the undersigned maker(s) (hereinafter referred to as "Borrower", which term means individually, collectively,  and interchangeably any, each and/or all of them), jointly, severally, and solidarily, promises to pay to the order of HANCOCK   WHITNEY BANK ("Bank"), a Mississippi state chartered bank, with an office located at 1301 Camellia Blvd., Suite 100, Lafayette,  LA 70508, the sum of TEN MILLION AND NO/100s DOLLARS ($10,000,000.00), together with interest thereon, in accordance  with the terms set forth in this Commercial Note ("Note").     REPAYMENT:      Single principal, periodic interest.  Principal shall be due and payable in a single payment due on May 1, 2023 (the “Maturity  Date”).  Accrued interest shall be due and payable in consecutive payments beginning June 1, 2020, and on the same day in each  month thereafter until the Maturity Date, on which date any unpaid accrued interest shall be due and payable in full.     Unless sooner declared due and payable in accordance with the provisions of this Note, on the Maturity Date, all outstanding  principal, interest, fees, costs and expenses owing by Borrower to Bank shall be due and payable in full without notice or demand.   Provided no other agreement between the Borrower and Bank expressly imposes a prepayment penalty, Borrower may prepay  without penalty any principal on this Note in whole or in part and any prepayments made on this Note shall be applied to the  principal payment(s) due on this Note in the inverse order of their maturity.    INTEREST:    Wall Street Journal Prime 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 Prime Rate for the U.S. as published in the “Money Rates” section of the Wall Street Journal (the  “Index”).  In the event the Prime Rate is published as a range of rates, the highest rate in the quoted range shall be the Index.  Interest  on the unpaid balance of this Note shall accrue at a variable rate equal to the Index less a margin of .50%, floating daily.  The rate  of interest on this Note will change when and as the Index changes.   Interest rate changes on this Note will not occur more often  than once each day. The Index is not necessarily the lowest rate charged by Bank for any particular class of borrowers or credit  extensions.  Borrower understands that Bank may make loans based on other rates as well. If the Index becomes unavailable during  the term of this Note, Bank may designate a substitute index by notice to Borrower.  Borrower may obtain the current Index from  Bank upon Borrower’s request.  Bank’s determination of the Index shall be conclusive absent demonstrable error.    Floor Rate.  Notwithstanding the foregoing, at no time shall the interest rate on this Note as calculated pursuant to the previous  paragraph be less than three and one-half percent (3.50%) per annum, regardless of any changes to the Index that might otherwise  lead to a lower rate.    Default Rate.  After maturity, whether that maturity results from acceleration or otherwise, interest shall, to the extent permitted by  applicable law,  accrue at  the  Default  Rate.  Additionally, upon  the occurrence of any Event of Default hereunder other than a  delinquent payment (and from and after the date of such occurrence), interest shall, to the extent permitted by applicable law, accrue  at the Default Rate.  The Default Rate shall be the maximum rate authorized by applicable law, and if applicable law establishes no  maximum rate, then eighteen percent (18.0%) per annum.    All interest shall be computed on the basis of the actual number of days elapsed over a year composed of 360 days.  Interest shall  accrue from the first date that funds are advanced to Borrower until all sums due hereunder are paid in full.    Notwithstanding the foregoing, under no circumstances will the effective rate of interest on this Note exceed the maximum rate  permissible under applicable law. To the extent federal law permits to contract for, charge or receive a greater amount of interest,  Bank reserves the right to rely on federal law for the purpose of determining the maximum rate. It is the intention of Borrower and  Bank to conform strictly to any applicable usury laws. The aggregate of all consideration which constitutes interest under applicable  law that is contracted for, charged or received under this Note shall under no circumstances exceed the maximum amount of interest  allowed by applicable law, and any excess shall be credited to the principal balance on this Note or, if this Note shall have been paid  in full, refunded to Borrower.    All payments to be made by the Borrower to Bank under or pursuant to this Note shall be in immediately available United States  currency, without setoff or counterclaim, and in the event that any payments submitted hereunder are in funds not available until  collected, said payments shall continue to bear interest until collected.    LATE PAYMENT AND NSF CHARGES: In the event any installment payment of principal and/or interest is more than ten (10)  days past due, Borrower promises to pay,  in addition to the amount otherwise due hereunder, a delinquency charge of 5.00% of the  unpaid portion of the regularly schedule payment, but not more than $1,000.00.  In the event that any payment under this Note by  check or preauthorized charge is later dishonored or returned to Bank unpaid due to insufficient funds, Borrower agrees to pay Bank  an additional NSF check charge equal to $25.00.      LINE OF CREDIT: This Note evidences a line of credit under the terms of which the Borrower may borrow, repay and reborrow  hereunder, and advances hereunder shall be subject to that certain Loan Agreement dated February 21, 2018, between Bank and  Borrower, the terms and conditions of which, as the same may be amended from time to time, are incorporated herein by reference  and are a part of the terms and conditions of this Note.    Advances may be made by Bank upon the written, telephonic or facsimile request of Borrower, and Bank is authorized to rely  conclusively  upon  such  requests  when  received  from  a  person  purporting  to  be  Borrower  or  Borrower’s  authorized  officer  or  representative.  Borrower covenants and agrees to furnish to Bank written confirmation of any non-written request for an advance  within five (5) days of the resulting loan or advance, but any such loan or advance shall be deemed to be made under and entitled to  the benefits of this Note irrespective of any failure by Borrower to furnish such written confirmation.      The unpaid principal balance of this Note at any time shall be the total amounts loaned or advanced hereunder by Bank, less the  amount of payments or prepayments of principal made hereon by or for the account of Borrower.  It is contemplated that by reason  of prepayments there may be times when no indebtedness is owing hereunder; but notwithstanding such occurrences, this Note and  any agreements and instruments securing the same shall remain valid and shall be in full force and effect as to loans or advances  made pursuant to and under the terms of this Note subsequent to each occurrence.  In the event that the unpaid principal amount  {N2549732.2}  Initial ___CH_____     70423.6LA (May 2018) 





 






hereof at any time, for any reason, exceeds the maximum amount hereinabove specified, Borrower promises and agrees to pay the  excess principal amount promptly upon demand; such excess principal amount shall in all respects be deemed to be included among  the loans or advances made pursuant to the other terms of this Note, shall bear interest at the rate or rates stated herein, and shall be  fully secured by all collateral.    BALANCE OWING:  The amount from time to time outstanding under this Note and each payment on this Note shall be evidenced  by entries in Bank’s internal records, which shall be conclusive evidence absent manifest error of (a) the amount of principal and  interest owing on this Note from time to time; (b) the amount of each advance made to Borrower under this Note; and (c) the amount  of each principal and/or interest payment received by Bank on this Note.  The failure of Bank to make an accurate entry of advances  and payments shall not limit or otherwise affect the obligation of Borrower to repay funds actually advanced by Bank hereunder.   Any loan or advance shall be conclusively presumed to have been made under the terms of this Note to or for the benefit of Borrower  when made in accordance with such requests and directions, or when made pursuant to the terms of any written agreement executed  in connection herewith between Borrower and Bank, or when said advances are deposited to the credit of the account of Borrower  with Bank regardless of the fact that persons other than those authorized hereunder may have authority to draw against such account,  or when applied as a payment of principal and/or interest to another obligation of Borrower to Bank.    OBLIGORS: Any or each party to this Note (including each maker and endorser) and any or each surety and guarantor of this Note  bound under separate instrument or agreement are hereinafter referred to jointly and severally as “Obligor.”     SECURITY AND SET-OFF: In order to secure the repayment of the indebtedness evidenced by this Note, including, without  limitation, future advances, interest, attorneys’ fees, expenses of collection and costs, as well as the payment and performance of  any and all other liabilities or obligations of any Borrower to Bank, whether direct or indirect, absolute or contingent, due or to  become due, or now existing or hereafter arising, and including, but not limited to, all agreements with respect to any swap, forward,  future, or derivative transaction or option or similar agreement involving, or settled by reference to, one or more interest rates,  currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic,  financial or pricing risk or value (collectively, the “Obligations”), Borrower hereby pledges to Bank, and grants to Bank a continuing  lien and security interest in and a right of set-off and compensation against, all property of Borrower, including any such property  Borrower holds jointly with someone else, that is now or hereafter on deposit with, in the possession of, under the control of or held  by Bank or any financial institution affiliate of the Bank, including, without limitation, all cash, deposit accounts, funds on deposit,  stocks, bonds, treasury obligations and other securities, investment property, financial assets, securities accounts, notes, documents,  instruments, certificates of deposit, items, chattel paper, and other property (except IRA, pension, other tax-deferred retirement  accounts and any accounts or property held in a trust or fiduciary capacity for which setoff would be prohibited by law), together  with all property added to or substituted for any of the foregoing, and all interest, dividends, income, fruits, accessions and proceeds  of any of the foregoing. The terms "chattel paper," "deposit accounts," "documents," "items," "instruments," "investment property,"  “securities accounts,” “financial assets” and "proceeds" shall have the meaning provided in the Louisiana Uniform Commercial  Code.  Each Obligor releases Bank from any obligation with respect to the collateral including any obligation to collect any proceeds  of or preserve any of Obligor’s rights, including, without limitation, rights against prior parties, in any collateral in which Bank  possesses a security interest.   Any responsibility of Bank with respect to any collateral in which Bank possesses a security interest,  whether arising contractually or as a matter of law, is hereby expressly waived.      EVALUATIONS: Borrower represents and warrants that the indebtedness evidenced by this Note was contracted for by Borrower  at Borrower’s request based upon Borrower’s own independent determination of need.  Borrower and each other Obligor understand  and agree that any appraisals or evaluations made by or for the Bank of the financial condition of any person or the value of any  property were made solely for the Bank’s benefit and Bank in no way has represented or warranted the financial condition of any  person or the value of any property in making or obtaining said appraisals or evaluations or in extending credit to Borrower or any  other Obligor.  Borrower  and  each  other Obligor understand  and agree that  they have no  right to rely on  Bank’s appraisals  or  evaluations in assuming this debt and executing this instrument and that their obligation to pay the debt represented by this Note is  independent of any such appraisals or evaluations.    RENEWAL:    If an earlier note of Borrower to Bank is renewed at the time of execution hereof, then this Note constitutes an  extension, but not a novation, of the amount of the unpaid and continuing indebtedness, and all rights held by Bank under the earlier  note shall continue in full force and effect.    FINANCIAL INFORMATION: Borrower shall, and shall cause each other Obligor to, promptly provide to Bank true and correct  current financial statements and such other information regarding the financial condition, business and properties of each Obligor  as Bank may request from time to time, all in form, substance and detail satisfactory to the Bank.  The financial statements shall  include, among other things, detailed information regarding (i) any entities, such as corporations, partnerships, or limited liability  companies of which the Obligor is the majority owner and (ii) any entities of which the Obligor is not the majority owner, but for  which  Obligor is directly  or contingently  liable  on debts  or obligations of any  kind  incurred by  those  entities.  All  financial  statements  or  records  submitted  to  Bank  via  electronic  means,  including,  without  limitation  by  facsimile,  open  internet  communications or other telephonic or electronic methods, including, without limitation, documents in Tagged Image Format Files  (“TIFF”) or Portable Document Format (“PDF”) shall be treated as originals, fully binding and with full legal force and effect and  the parties waive any rights they may have to object to such treatment.  The Bank may rely on all such records in good faith as  complete and accurate records produced or maintained by or on behalf of the party submitting such records.      DEFAULT: If any of the following events shall occur (each such event being referred to herein as an “Event of Default”): (a) the  non-payment of any principal or interest on this Note or any other Obligation on the date when due; (b) the death, dissolution,  liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code;  (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing  of  any  proceeding  seeking  any  other  relief  afforded  debtors  or  affecting  rights  of  creditors  generally  under  the  laws  of  any  jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under  this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note,  or (ii)  any obligation under any other note or under any other agreement of any Obligor with or in favor of Bank; (f) any judgment,  garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition  of any Obligor, or any material discrepancy between the financial statements submitted by any Obligor and the actual financial  condition of any Obligor; (h) any statement, warranty, or representation made by any Obligor to Bank proves to be untrue in any  material  respect;  (i) any  default  by  any  Obligor  in  the  payment  or  performance  of  any  material  liabilities,  indebtedness  or  obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure  without the prior written consent of  Bank; or (k) any discontinuance or termination of any guaranty of all or any portion of this  Note by any Obligor or any attempt by any Obligor to do so; then, at the option of Bank, the full amount of this Note and all other  obligations and liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable without notice or  demand.    REMEDIES: Bank shall have the remedies of a secured party under the Louisiana Uniform Commercial Code.  In addition to any  and all other remedies which may be available to it, all of which shall be cumulative and may be pursued singly, successively or  together against any Obligor and/or any security given at any time to secure the payment hereof, all at the sole discretion of Bank.   Failure on the part of Bank to exercise any right described herein or in such other documents shall not constitute a waiver of such                                                 {N2549732.2}2  Initial __CH______    70423.6 LA (May 2018)   





 






right or preclude Bank’s subsequent exercise thereof. If any notice of sale or other intended disposition of the collateral is required  by law to be given, Borrower hereby agrees that a notice sent in compliance with applicable law or if applicable law does not define  the required notice period then at least ten (10) days prior to such action shall constitute reasonable notice to Borrower.  If the  proceeds of any collateral securing this Note disposed of by Bank are insufficient to pay this Note in full, Obligor shall remain fully  obligated for any deficiency.      For purposes of executory process, Obligor hereby acknowledges the debt created by this Note, confesses judgment in favor of  Bank for the full amount of the debt evidenced by this Note, and consents to enforcement by executory process.  To the extent  permitted by law, Obligor hereby expressly waives (a) the benefit of appraisement provided for in Art. 2723 of the Louisiana Code  of Civil Procedure and (b) all other rights to notices, demands, appraisements and delays provided by the Louisiana Code of Civil  Procedure or any other applicable laws.    FEES AND EXPENSES:  Obligor agrees to pay on demand all charges, fees, costs and/or taxes levied or assessed against Bank in  connection with this Note or  any collateral  securing  this  Note,  together  with  all  reasonable attorneys and paralegals’  fees and  expenses, and all other costs and expenses incurred by Bank in connection with the preparation, enforcement (including, without  limitation, in bankruptcy, probate or administration proceeding or otherwise), workout, restructuring or collection of this Note,  whether or not suit is filed, including such fees incurred in bankruptcy proceedings, at state and/or federal trial and appellate court  levels, together with all other costs and expenses that may be incurred by Bank in connection with the enforcement of this Note or  the preservation or enforcement of any of Bank’s rights or interests with respect to any collateral securing this Note.    WAIVER:  The Borrower waive(s), on behalf of itself and each Obligor,  presentment, demand, protest, notice of dishonor, notice  of demand or intent to demand, notice of acceleration or intent to accelerate, and all other notices, and agree(s) that no extension or  indulgence to the undersigned (or any of them) or release, substitution or nonenforcement of any security, or release or substitution  of any of the undersigned, any guarantor or any other party, whether with or without notice, shall affect the obligations of any of the  undersigned. The undersigned waive(s) all defenses or right to discharge available under applicable law and waive(s) all other  suretyship defenses or right to discharge and waives any right to receive notice of interest rate changes.    Each Obligor  also agrees Bank may, one or more times, in its sole discretion, without releasing or affecting any of its rights and  without notice to or the consent of such Obligor, take any one or more of the following actions: (a) release, renew, extend or modify  the obligations of Borrower or any other Obligor; (b) release, exchange, modify, or surrender in whole or in part Bank’s rights with  respect to any collateral for this Note; (c) with the consent of Borrower, modify or alter the term, interest rate or due date of any  payment of this Note; (d) grant any postponements, compromises, indulgences, waivers, surrenders or discharges or modify the  terms of its agreements with Borrower or any other Obligor; (e) change its manner of doing business with Borrower or any other  Obligor or person; or (f) impute payments or proceeds of any collateral furnished by any Obligor, in whole or in part to any costs,  interest, or principal due on this Note, or to any other obligation of any Obligor to Bank, or in the event of a third party claim thereto  retain the payments or proceeds as collateral for this Note without applying same toward payment of this Note, and each Obligor  hereby expressly waives any claims or  defenses arising from any such actions.    COMMERCIAL USE: Borrower warrants and represents to Bank and all other holders of this Note that all loans evidenced by  this Note are and will be for business, commercial, or other similar purpose and not primarily for personal, family, or household  purposes.    SALE/ASSIGNMENT:  The Borrower acknowledge(s) that the Bank has the right to sell, assign, transfer, negotiate, or grant  participations in all or any part of this Note and any related obligations, including, without limit, this Note, without notice to the  undersigned and that the Bank may disclose any documents and information which the Bank now has or later acquires relating to  the undersigned or to any collateral or to any Obligor or this Note in connection with such sale, assignment, transfer, negotiation, or  grant.  The Borrower agree(s) that the Bank may provide information relating to this Note or relating to the undersigned to the Bank's  parent, affiliates, subsidiaries and service providers.    GOVERNING LAW, JURISDICTION AND VENUE:  THIS NOTE IS MADE AND DELIVERED IN THE STATE OF  LOUISIANA AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS THEREOF  WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION  OF THE LAWS OF ANOTHER JURISDICTION. BORROWER AND EACH OTHER OBLIGOR PARTY TO THIS  NOTE HEREBY IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION  AND  VENUE  OF  ANY  STATE  OR  FEDERAL  COURT  IN  LOUISIANA  LOCATED  IN  THE  SAME  JUDICIAL  DISTRICT AS THE OFFICE OF BANK SPECIFIED IN THE FIRST PARAGRAPH OF THIS NOTE AND AGREES  THAT  ALL  ACTIONS  OR  PROCEEDINGS  ARISING  DIRECTLY,  INDIRECTLY  OR  OTHERWISE  IN  CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS NOTE SHALL BE LITIGATED ONLY IN ONE OF  THE FOREGOING DESCRIBED COURTS. BORROWER AND EACH OTHER OBLIGOR PARTY TO THIS NOTE,  FOR  THEMSELVES,  AND  THEIR  RESPECTIVE  HEIRS,  SUCCESSORS  AND  ITS  ASSIGNS,  AND  FOR  ANY  PERSON  CLAIMING  UNDER  OR  THROUGH  ANY  OF  THEM,  HEREBY  KNOWINGLY  AND  VOLUNTARILY  WAIVES ANY AND ALL RIGHTS TO HAVE THE JURISDICTION AND VENUE OF ANY LITIGATION ARISING  DIRECTLY, INDIRECTLY OR OTHERWISE IN CONNECTION WITH, OUT OF, RELATED TO OR FROM THIS  NOTE  IN  ANY  OTHER  COURT,  AND  HEREBY  KNOWINGLY  AND  VOLUNTARILY  WAIVES  ANY  AND  ALL  RIGHTS TO REMOVE THIS ACTION TO, OR TO TRANSFER, DISMISS, OR CHANGE VENUE TO, ANY OTHER  COURT. BORROWER AND EACH OTHER OBLIGOR PARTY TO THIS NOTE FURTHER ACKNOWLEDGES AND  AGREES THAT NEITHER BANK NOR ANY PERSON ACTING ON BEHALF OF BANK HAS IN ANY WAY AGREED  WITH  OR  REPRESENTED  TO  BORROWER  OR  SUCH  OBLIGOR  THAT  THE  PROVISIONS  OF  THIS  PARAGRAPH HAVE BEEN WAIVED OR WILL NOT BE FULLY ENFORCED BY BANK.    WAIVER OF JURY TRIAL. BORROWER KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS BORROWER MAY HAVE TO  TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED ON, ARISING OUT OF, OR IN ANY WAY RELATED TO:  THIS NOTE; THE OBLIGATIONS; ANY NOTES, LOAN AGREEMENTS, OR ANY OTHER LOAN DOCUMENT OR  AGREEMENT  EXECUTED  OR  CONTEMPLATED  TO  BE  EXECUTED  IN  CONNECTION  WITH  ANY  OF  THE  OBLIGATIONS  OR  ANY  OF  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  OR  THEREBY.  THIS  JURY  WAIVER ALSO APPLIES TO ANY CLAIM, COUNTERCLAIM, CAUSE OF ACTION OR DEMAND ARISING FROM  OR RELATED TO (I) ANY COURSE OF CONDUCT, COURSE OF DEALING, OR RELATIONSHIP OF BORROWER,  ANY  OBLIGOR,  OR  ANY  OTHER  PERSON  WITH  BANK  OR  ANY  EMPLOYEE,  OFFICER,  DIRECTOR  OR  ASSIGNEE  OF  BANK  IN  CONNECTION  WITH  THE  OBLIGATIONS;  OR  (II)  ANY  STATEMENT  (WHETHER  VERBAL OR WRITTEN) OR ACTIONS OF ANY PERSON BY OR ON BEHALF OF BANK TO BORROWER, ANY  OBLIGOR,  OR  ANY  OTHER  PERSON  IN  CONNECTION  WITH  THE  OBLIGATIONS,  REGARDLESS  OF  WHETHER SUCH CAUSE OF ACTION ARISES BY CONTRACT, TORT OR OTHERWISE.  BORROWER HEREBY  ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE BANK IN  EXTENDING CREDIT TO THE BORROWER, THAT THE BANK WOULD NOT HAVE EXTENDED SUCH CREDIT  WITHOUT THIS JURY TRIAL WAIVER, AND THAT BORROWER HAS BEEN REPRESENTED BY AN ATTORNEY                                                  {N2549732.2}3  Initial __CH______    70423.6 LA (May 2018)   





 






OR HAS HAD  AN OPPORTUNITY  TO CONSULT WITH AN  ATTORNEY IN  CONNECTION WITH THIS JURY  TRIAL  WAIVER  AND  UNDERSTANDS  THE  LEGAL  EFFECT  OF  THIS  WAIVER.   BORROWER  FURTHER  CERTIFIES THAT NO PERSON HAS REPRESENTED TO IT, EXPRESSLY OR OTHERWISE, THAT BANK OR ANY  OTHER  PERSON  WOULD  NOT,  IN  THE  EVENT  OF  A  LEGAL  PROCEEDING,  SEEK  TO  ENFORCE  THE  FOREGOING WAIVER.    MISCELLANEOUS: The provisions of this Note may not be waived or modified except in writing, signed by Bank.  Failure of  Bank to exercise rights, remedies or options Bank may have upon the happening of one or more of the events giving rise to such  rights, remedies or options shall not constitute a waiver of the right to exercise the same or any other right, remedy or option at any  subsequent time in respect to the same or any other event.  The acceptance by Bank of any payment hereunder that is less than  payment in full of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any  of the rights, remedies or options granted herein to Bank at that time or at any subsequent time or nullify any prior exercise of any  such right,  remedy or option without the express written acknowledgment of the Bank.    If any provision of this Note shall be held to be legally invalid or unenforceable by any court of competent jurisdiction, all remaining  provisions of this Note shall remain in full force and effect.      The term Bank as used herein shall include transferees, successors, and assigns of Bank, and all rights of Bank hereunder shall inure  to the benefit of its transferees, successors, and assigns. All obligations of Obligor shall bind Obligor’s heirs, legal representatives,  successors, and assigns.    The descriptive headings of the several sections of this Note are inserted for convenience only and shall not in any way affect the  meaning or construction hereof.    Bank may, at its option and in its sole discretion, maintain and rely upon a photocopy, electronic copy or other reproduction of this  Note, and Borrower and each other Obligor, for themselves and their respective heirs, successors, and assigns, and any person  claiming by or through any of them, hereby waive any and all objections to, and claims or defenses based upon, the failure of Bank  to produce the original hereof for any purpose whatsoever.    This Note embodies the final, entire agreement of Borrower and Bank with respect to the subject matter hereof.  No course of  dealing,  course  of  performance,  usage  of  trade  or  evidence  of  any  prior,  contemporaneous  or  subsequent  oral  agreements  or  discussions or other extrinsic evidence of any nature shall be used to contradict, vary, supplement or modify any term of this note.   There are no oral agreements between the parties.      THIS  NOTE  AND  ALL  OTHER  LOAN  DOCUMENTS  EMBODY  THE  FINAL,  ENTIRE  AGREEMENT  OF  BORROWER  AND  BANK  AND  SUPERSEDES  ANY  AND  ALL  PRIOR  COMMITMENTS,  AGREEMENTS,  REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT  MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY ANY EVIDENCE OF  PRIOR, CONTEMPORANEOUS OR A SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF BORROWER  AND BANK.  THERE ARE NO ORAL AGREEMENTS BETWEEN THE BORROWER AND BANK.                                                                              BORROWER:   INTERNAL USE ONLY                                                        Viemed, Inc.                                                                                                                  By:         /s/ Casey Hoyt                                                                          Name:  Casey Hoyt                                      Title:    Chief Executive Officer                                                                                    Sleep Management, L.L.C.                                                  By:          /s/ Casey Hoyt                                                  Name:   Casey Hoyt                                           Title:     General Manager                                               Home Sleep Delivered, L.L.C.                                                  By:          /s/ Casey Hoyt                                                          Name:   Casey Hoyt                                           Title:     General Manager                                                     {N2549732.2}4  Initial __CH______    70423.6 LA (May 2018)