Exhibit 10.2


 


	RENEWAL, EXTENSION AND/OR MODIFICATION

                           AND RELEASE AGREEMENT FOR COMMERCIAL LOANS
	
	[FOR USE WITH INTERNATIONAL BANK OF COMMERCE ORIGINATED LOANS]	International Bank of Commerce




 


	Principal	 	Effective Date	 	Maturity	 	Loan Number	 	Officer	 	Initial
	$	6,000,000.00	 	 	7/29/2022	 	7/29/2024	 	 	1602937869	 	 	Kenneth Skillman	 	 



 


	Borrower(s):	Greystone Logistics, Inc.	Lender:	International Bank of Commerce
	 	Greystone Manufacturing, L.L.C.	 	 




 


 


This
Renewal, Extension And/Or Modification Agreement (“Agreement”) is executed this 07/29/2022 to be effective as of the
29th day of July, 2022 (the “Effective Date”) by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C. (hereinafter
referred to as “Borrower,” whether one or more), and International Bank of Commerce (hereinafter referred to as “Lender”
or “Beneficiary”), a Oklahoma state-chartered banking association, 3817 NW Expressway, Suite 100, Oklahoma City, Oklahoma
73112.


 


WITNESSETH


 


WHEREAS,
Lender has made a loan (the “Loan”) evidenced by a Real Estate Lien Note/Promissory Note (the “Note”) dated January
10, 2018 in the original principal amount of $3,000,000.00 executed by Greystone Logistics, Inc. and Greystone Manufacturing, L.L.C.,
payable to the order of Lender, said Note being secured by a contractual lien (a Mechanic’s And Materialman’s Lien Contract,
Deed Of Trust and/or other) (the “Deed Of Trust”), , creating a lien against the following described real property (the “Property”):


 


2601
Shoreline Drive, Bettendorf, Iowa 52722, and Parcel No. 842407303: Lot Three (3), Riverside Development Park Fifth Addition to the City
of Bettendorf, Iowa; and


 


2600
Shoreline Drive, Bettendorf, Iowa 52722, and Parcel No. 842405302: Lot Two (2), Riverside Development Park Third Addition to the City
of Bettendorf, Scott County, Iowa


 


WHEREAS,
the Note, the Deed Of Trust, and every other document and instrument which has been executed in connection with, as evidence of, or as
security for, the Loan (herein collectively called the “Loan Documents”) are hereby incorporated herein by reference for
all purposes to the same extent as if they were set forth herein verbatim;


 


WHEREAS,
the Property is, and continues to be, subject to the liens securing the Loan, including the Deed Of Trust liens; WHEREAS, Lender is the
holder, owner and possessor of the Loan and the Loan Documents;


 


WHEREAS,
Borrower has requested, and the Lender has agreed, to modify certain terms of the Loan Documents, which mod- ifications are set forth
below:


 


NOW,
THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consid- eration, the receipt and
sufficiency of which are hereby acknowledged, and in further consideration of the terms, covenants and agreements contained in the Loan
Documents and in this Agreement, Lender and Borrower hereby agree as follows:


 


 1. The unpaid principal balance of the Note as of the Effective Date is $3,700,000.00 (the “Principal Balance”). The line of credit is increased from $4,000,000.00 to $6,000,000.00.




 


2. Borrower promises to pay to the order of Lender, at Lender’s address as set forth on page 1 hereof or such other address as Lender may specify from time to time, the Principal Balance of the Note, together with all interest as it accrues thereon, as follows:




 


The
interest rate shall be floating at 0.5% per annum above the New York Prime Rate (Prime Rate) (as described below) as it fluctuates from
time to time; provided, however, that in no event shall the rate of interest to be paid on the unpaid principal of this Note be less
than 4.50% per annum, nor more than the maximum legal rate allowed by applicable law. The starting interest rate on this Note shall be
5.25% per annum. The rate of interest due hereunder shall be recomputed as of the date of any change in the Prime Rate.


 


The
NEW YORK PRIME RATE shall mean the annual lending rate of interest announced from time to time by the JP Morgan Chase & Co., New
York, New York, as its prime rate. If the New York Prime Rate has been selected as the Prime Rate and if, thereafter, a prime rate is
not announced by JP Morgan Chase & Co., New York, New York, then the International Bank of Commerce Prime Rate minus one percent
(1%) shall be the Prime Rate.


 


The
INTERNATIONAL BANK OF COMMERCE PRIME RATE shall mean the annual lending rate of interest announced from time to time by International
Bank of Commerce, as its prime rate.


 


Use
of the term Prime Rate is not to be construed as a warranty or representation that such rate is more favorable than another rate or index,
that rates on other loans or credit facilities may not be based on other indices or that rates on loans to others may not be made below
such prime rate.


 




    
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At
Lenders sole discretion, any interest rate increase will take the form of higher periodic payments, a greater balloon payment (if applicable),
and/or an increase in the number of periodic payments. The periodic payment amount will not increase more than once per month, with no
limitation on such increase. Any new periodic payment amount will be due and payable only after timely and proper notice of such new
payment amount from Lender. This paragraph is inapplicable if the maturity of the outstanding indebtedness under this Note is accelerated
and/or demanded in full.


 


1.
Note. This Note is a multiple advance revolving line of credit for the Borrower as provided herein and in some of the other Loan
Documents. The term Loan Documents means, collectively, this Note and any other document or instrument executed in connection with
this Note by Borrower, any guarantor of this Note, and any party pledging property as security for the repayment of this Note
(Pledgor).


 


2.
Principal and Interest. The principal of this Note represents funds which Lender may advance to Borrower from time to time upon
request of Borrower pursuant to the terms of the Loan Documents. Any part of the principal may be repaid by Borrower and thereafter
reborrowed, subject to the conditions set out below. Each advance shall constitute a part of the principal hereof and shall bear
interest from the date of the advance.


 


3.
Advances. The advances of principal shall be made pursuant to and subject to the terms and conditions hereof and of the other Loan
Documents and agreements between the parties, and if and only if (i) all conditions precedent to an advance have been fulfilled,
(ii) there has been no Event of Default which is continuing, and (iii) the aggregate amount of the outstanding unpaid principal on
this Note, plus the amount of any and all pending requests for an advance, plus the amount of any and all advances in process, plus
the amount of any and all advances that have been authorized, plus all accrued and unpaid interest and accrued and unpaid late
charges, and plus any amounts advanced by Lender on Borrower’s behalf, does not exceed the original principal balance of this
Note. Borrower may, at any time, and from time to time, pay the outstanding unpaid balance of this Note, or a portion thereof, and
all accrued and unpaid interest due. The revolving feature of this Note expires on, and no additional advances of principal will be
made after, Final Maturity.


 


4.
Continuation of Lien. Lender and Borrower contemplate that by reason of payments of this Note, there may be times when no
indebtedness is owing on this Note, but notwithstanding such occurrences, this Note, all liens securing this Note, and the other
Loan Documents shall remain in full force and effect unless same be released in writing by Lender, at the request of Borrower or the
Pledgor of the property subject to the lien or liens; otherwise this Note and the other Loan Documents and all liens securing same
shall remain in full force and effect to secure any and all advances, and any other indebtedness of Borrower, regardless of any
additional security that may be taken as collateral for the repayment of any future indebtedness, and shall be unaffected by any
renewals, extensions, rearrangements, modifications and/or partial releases hereunder.


 


Interest
shall be calculated on a 360-day factor applied on a 365 day year, or a 366-day year, in the event that the year is a leap year, on the
outstanding unpaid principal to the date of each installment paid; provided, however, that in the event the interest rate reaches the
maximum rate allowed by applicable law, said maximum rate shall be computed on a full calendar year 365/365 days basis or on a 366/366
days basis, in the event that the year is a leap year. It is the intention of both Lender and Borrower that the interest charged, collected
and/or herein contracted for will not exceed the maximum rate allowed by law.


 


To
the extent allowed by law, all matured unpaid amounts will bear interest computed on a full calendar year 365/365 days basis or on a
366/366 days basis, in the event that the year is a leap year, at the maximum legal rate allowed by applicable state law, unless federal
law allows a higher interest rate, in which case Borrower agrees to pay the rate allowed by federal law. If applicable state or federal
law does not set a maximum rate of interest for matured unpaid amounts, then Borrower agrees that the maximum rate for such amounts shall
be eighteen percent (18%) per annum.


 


The
indebtedness evidenced by the Note was evaluated, analyzed and ultimately priced based upon (i) Borrower’s representation that
it would establish and maintain its primary deposit relationship with lender, and/or (ii) the entire relationship between Borrower and
Lender. Therefore, (i) if Borrower’s primary deposit relationship is not established and maintained with Lender, and/or (ii) there
is a material negative change in the deposit relationships between Borrower and Lender, then Lender, in its sole and absolute discretion,
may, after ninety (90) days notice, increase the interest rate charged in connection with this credit facility by up to 2% above the
interest rate set forth above, as it may float from time to time.


 


In
the event that a tax lien with respect to the Property is transferred without the express prior written consent of Lender in violation
of the provisions of the Deed of Trust, Lender may, in its sole and absolute discretion, increase the interest rate charged in connection
with this credit facility by up to 2% above the interest rate as set forth above, as it may float from time to time. The effective date
of such increase will be at Lender’s sole discretion; provided that the effective date will not be prior to the date the tax lien
is transferred.


 


If
Lender elects to initiate the rate increase described above in the event of a tax lien transfer, such action shall not constitute an
election of remedies and Lender may at any time exercise any and all other remedies available to Lender under the Note, the Deed of Trust,
and/or any other instrument securing the Note (or that otherwise might be available at law or in equity), including, without limitation,
charging interest on the Note at the default rate herein set forth, accelerating the maturity of the Note, and proceeding with foreclosure
under the Deed of Trust of any other instrument securing the repayment of the Note, all at Lender’s sole and absolute discretion.


 


To
the extent allowed by law, as the late payment charge under this Agreement, Lender may in its sole discretion either (i) increase the
interest on the principal portion of any payment amount that is not received by the payment due date to the maximum rate allowed by law,
computed on a full calendar year basis from the payment due date until paid, or (ii) should any payment be more than ten (10) days late,
assess Borrower a one time “late charge” per late payment equal to five percent (5%) of the amount of the past due principal
and interest of such payment, with a minimum of $10.00 and a maximum of $1,500.00 per late payment. The “late charge” may
be assessed without notice, and shall be immediately due and payable. No late charge will be assessed on any payment which is current
and is a full payment of principal and/or interest then due regardless of whether late charge(s) are due for any prior payments.


 






    
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Notwithstanding
anything contained herein to the contrary, if the Loan is subject to the provisions of 24 Code of Federal Regulations Part 201
(Title 1 Property Improvement and Manufactured Home Loans), then the late charge provisions of this paragraph shall be applicable to
the exclusion of any other late charge and/or default interest provisions in any instrument relating to any past due installment of
principal and/or interest due under this Note. Borrower agrees to pay to Lender a late charge for installments of principal and
interest which are in arrears for fifteen (15) calendar days or more. The late charge shall be in an amount equal to the lesser of:
(a) five percent (5%) of each late installment of principal and interest, up to a maximum of $10.00 per installment for any property
improvement loan and $15.00 per installment for any manufactured home loan, or (b) the maximum amount permitted by applicable
federal or state law. The sum of such late charges plus the interest charged under this Note and other charges deemed interest by
law shall be limited to the maximum non-usurious amount permitted by applicable federal or state law. This paragraph is inapplicable
if the outstanding indebtedness under the Note is accelerated and/or demanded in full.


 


The
Principal Balance of the Note as hereby renewed and extended and all accrued and unpaid interest at the rates set forth above are payable,
effective as of the date of this Agreement, as follows:


 


	NUMBER
OF

 PAYMENTS
    	 	FREQUENCY AMOUNT OF PAYMENTS	 	WHEN PAYMENTS ARE DUE
	 	 	 	 	 	 
	23	 	Monthly	Interest
    Only	 	Beginning
    August 29, 2022
	1	 	Final	Principal
    balance plus accrued and unpaid interest	 	At
    Final Maturity


 


Final
Maturity Date: July 29, 2024


 


Any
outstanding and unpaid principal, all accrued and unpaid interest, all accrued and unpaid late charges and/or other fees and/or charges
incurred by, or on behalf of, Borrower in connection with this Agreement which remain due and owing on the Final Maturity Date are due
and payable on such date.


 


Each
payment shall be applied as of its scheduled due date and in the order of application as the Lender in its sole discretion may from time
to time elect.


 


Lender
may, at its discretion, adjust the amount of the periodic payments described above to ensure that the remaining payments will fully amortize
the unpaid principal by the Final Maturity Date, or, if the payment schedule provides for a Balloon Payment (as hereinafter defined),
Lender may adjust the amounts of remaining periodic payments so that the Agreed Amortization Amount (as hereinafter defined) will not
be reduced. As used herein, (i) the term “Balloon Payment” means a payment of principal (together with any accrued unpaid
interest) required on the Final Maturity Date when the scheduled periodic payments do not fully amortize the principal hereof by the
Final Maturity Date, and (ii) the term “Agreed Amortization Amount” means the amount of principal that will be repaid prior
to the Final Maturity Date assuming all initially scheduled payments are made in a timely manner and the interest rate in effect on the
date hereof does not change. Any new monthly payment will be paid from the first monthly payment date after the change date until the
amount of the monthly payment changes again. Any new monthly payment amount will be paid from the first monthly payment date after the
change date until the amount of the monthly payment changes again.


 


THIS
AGREEMENT HAS A BALLOON PAYMENT PROVISION.


 


THE
LOAN IS PAYABLE IN FULL ON THE FINAL MATURITY DATE SET FORTH HEREIN IF NO PRIOR DEMAND HAS BEEN MADE. ON THE FINAL MATURITY DATE YOU
MUST REPAY THE ENTIRE OUTSTANDING PRINCIPAL BALANCE, ALL ACCRUED AND UNPAID INTEREST AND ALL ACCRUED AND UNPAID LATE CHARGES AND/OR OTHER
FEES AND/OR CHARGES INCURRED BY, OR ON BEHALF OF, BORROWER IN CONNECTION WITH THIS LOAN WHICH REMAIN UNPAID. LENDER IS UNDER NO OBLIGATION
TO REFINANCE THE INDEBTEDNESS AT THAT TIME. YOU WILL THEREFORE BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS YOU MAY OWN, OR YOU WILL
HAVE TO FIND A LENDER, WHICH MAY BE THIS LENDER, WHICH AGREES TO LEND YOU THE MONEY TO REFINANCE. IF YOU REFINANCE THIS LOAN AT MATURITY,
YOU MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN, EVEN IF YOU OBTAIN REFINANCING FROM THIS LENDER.


 


THIS
AGREEMENT HAS THE FOLLOWING DEMAND FEATURES:


 


At
any time, and from time to time, whether or not prior to and/or during said schedule payment dates, Lender may, in its sole and absolute
discretion, reschedule, rearrange and/or accelerate, in whole or in part, the outstanding and unpaid principal balance, all accrued and
unpaid interest and all accrued and unpaid late charges under the Loan. Borrower agrees and promises to pay Lender all accelerated unpaid
principal, all accrued and unpaid interest on such principal and all accrued and unpaid late charges and/or other fees or charges. No
notice of intent to accelerate shall be required of Lender and Borrower expressly waives any right to notice of Lender’s intent
to accelerate. The foregoing right to make demand for immediate payment of the Loan, in whole or in part, may be exercised by Lender
for any reason whatsoever, whether or not Borrower is in default hereunder, and in advance of the Final Maturity Date.


 


The
occurrence of any of the following events shall constitute an event of default (“Event of Default”) under this Agreement:


 


(a)
Borrower fails to pay any of the indebtedness evidenced by this Agreement when the same shall become due and payable; or


 


(b)
Borrower or Grantors (i) fail to perform any of their other obligations under this Agreement or the Loan Documents, or any other
event of default or breach occurs under this Agreement or the Loan Documents, or (ii) to the extent allowed by law, and except as to
loans for homestead, homestead equity, home equity lines of credit, and/or household or other consumer goods, fails to perform any
of their obligations under any other promissory note, security agreement, loan agreement or other agreement between Lender and
Borrower and/or Grantors or any other event of default or breach occurs thereunder; or


 


(c)
any (i) statement, representation or warranty made by Borrower or Grantors in this Agreement, the Loan Documents, or in any other
agreement between Lender and Borrower and/or Grantors, or (ii) any information contained in any financial statement or other
document delivered to Lender by or on behalf of Borrower and/or Grantors contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statement, representation or warranty therein not misleading in light of the
circumstances in which they were made; or


 




    
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(d)
Borrower: (i) dies or becomes physically or mentally incapacitated; or (ii) in the case of a Borrower who is not a natural person,
dissolves, terminates or in any other way ceases to legally exist or has its entity powers or privileges suspended or revoked for
any reason; or (iii) makes an assignment for the benefit of creditors, or enters into any composition, marshalling of assets or
similar arrangement in respect of its creditors generally; or (iv) becomes insolvent or generally does not pay its debts as such
debts become due; or (v) conceals, removes, or permits to be concealed or removed, any part of Borrower’s property, with
intent to hinder, delay or defraud its creditors or any of them, or makes or suffers a transfer of any of Borrower’s property
which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or makes any transfer of Borrower’s
property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or


 


(e)
a trustee, receiver, agent or custodian is appointed or authorized to take charge of any property of Borrower for the purpose of
enforcing a lien against such property or for the purpose of administering such property for the benefit of its creditors;
or


 


(f)
an order (i) for relief as to Borrower is granted under Title 11 of the United States Code or any similar law, or (ii) declaring
Borrower to be incompetent is entered by any court; or


 


(g)
Borrower files any pleading seeking, or authorizes or consents to, any appointment or order described in subsections (e) or (f) of
this paragraph above, whether by formal action or by the admission of the material allegations of a pleading or otherwise;
or


 


(h)
application is made for or there is an enforcement of any lien, levy, seizure, garnishment or attachment of any property of the
Borrower for the purposes of collecting a lawful debt; or


 


(i)
any action or proceeding seeking any appointment or order described in subsections (e) or (f) of this paragraph above is commenced
without the authority or consent of Borrower, and is not dismissed within thirty (30) days after its commencement; or


 


(j)
Borrower shall become involved (whether as plaintiff or defendant) in any material litigation (including, without limitation,
matrimonial litigation) or arbitral or regulatory proceedings that, if determined adversely to Borrower, could materially and
adversely affect Borrower’s financial position, or could affect Borrower’s ability to repay the indebtedness evidenced
by this Agreement, or could adversely affect the Property or the Collateral or any portion thereof or Lender’s lien or
security interest therein; or


 


(k)
Borrower, in Lender’s opinion, has suffered a material change in financial condition which, in Lender’s opinion, impairs
the ability of Borrower to repay the Indebtedness or to properly perform Borrower’s obligations under this Agreement or the
Loan Documents; or


 


(l)
any of the events or conditions described in subsections (d) through (k) of this paragraph above happen to, by or with respect to
any of the Grantors or any pledgor of the Collateral or to any guarantor or other Obligor of the Loan; or


 


(m)
Lender believes, as a result of any material change in condition whether or not described herein, that Lender will be adversely
affected, that the Indebtedness is inadequately secured, or that the prospect of payment of any of the Indebtedness or performance
of any of Borrower’s and/or Grantors’ obligations under this Agreement or the Loan Documents is impaired, or


 


(n)
to the extent allowed by law, and except as to loans for homestead, homestead equity, home equity lines of credit, and/or household
or other consumer goods, as to each Borrower and each of the Grantors with regard to any other credit facility with any other
lender, any monetary default and/or any non-monetary default occurs which results in acceleration of the indebtedness by any such
other lender; and each Borrower and each of the Grantors agrees to notify Lender of any such default within fifteen (15) days after
the occurrence of the default.


 


(o)
the Property or the Collateral (as hereinafter defined), or any portion thereof, is sold, conveyed, or otherwise disposed of without
the prior written consent of the Lender, or there occurs any levy, seizure or attachment thereof or thereon; or


 


(p)
the Property or the Collateral becomes, in the judgment of Lender, unsatisfactory or insufficient in character or value;
or


 


(q)
Borrower or Grantors, or any of them, fail to timely deliver any and all financial statements, income tax returns, inventory
reports, cash flow information, balance sheets, accounts receivable reports, or any other business, tax or financial information
requested by Beneficiary.


 


Upon
the occurrence of an Event of Default, Lender may, at its option, without notice to Borrower or any other Obligor except as otherwise
expressly agreed by Lender in writing, declare the following amounts (or any portion thereof) at once due and payable (and upon such
declaration, the same shall be at once immediately due and payable and may be collected forthwith), whether or not there has been a prior
demand for payment and regardless of the stipulated date of maturity: (i) the remaining unpaid principal balance of this Note outstanding,
(ii) the accrued and unpaid interest under this Note, (iii) the accrued and unpaid late charges under this Note, (iv) any Swap Related
Loss Lender is entitled to collect as hereinafter provided, (v) all other sums advanced or otherwise payable under this Note or any other
Loan Document and owed by Borrower to Lender and all interest thereon, and (vi) any other indebtedness of Obligor the repayment of which
is secured by one or more of the Loan Documents


 


As
used in this Agreement, (i) the term “Collateral” means all real property and personal property securing the repayment of
the Loan as provided in the Deed Of Trust, (ii) the term “Grantors” means the grantor(s) of the Deed Of Trust, and (iii)
the term “Indebtedness” means all indebtedness the repayment of which is secured by the Deed Of Trust according to its terms
and the terms of this Agreement. If Borrower and Grantors are not the same, the terms “Grantors” and “Borrower”
as used herein each mean and include, collectively the Grantors of the Deed Of Trust and the Borrower identified in the introductory
paragraph hereof.


 


Borrower
shall be obligated to repay only that portion of the principal amount of the Loan which has actually been advanced and not repaid, and
interest shall accrue on the unpaid outstanding principal balance from the date of the advance until paid.


 


In
no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving loan accounts and revolving
tri-party accounts) apply to the Loan.


 


IN
THE EVENT ANY PROVISION CONTAINED IN THIS AGREEMENT SHALL FOR ANY REASON BE HELD TO BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT,
SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF ANY OTHER TERMS OR PROVISIONS HEREOF.


 




    
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THE
PARTIES INTEND TO CONFORM STRICTLY TO THE APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AS NOW OR HEREAFTER CONSTRUED BY THE COURTS HAVING
JURISDICTION. ALL AGREEMENTS BETWEEN BORROWER AND LENDER (OR ANY OTHER PARTY LIABLE WITH RESPECT TO ANY INDEBTEDNESS UNDER THE LOAN DOCUMENTS)
ARE HEREBY LIMITED BY THE PROVISIONS OF THIS PARAGRAPH WHICH SHALL OVERRIDE AND CONTROL ALL SUCH AGREEMENTS, WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER WRITTEN OR ORAL. IF FROM A CONSTRUCTION OF ANY DOCUMENT RELATED TO ANY AGREEMENT BETWEEN BORROWER AND LENDER
(OR ANY OTHER PARTY LIABLE WITH RESPECT TO ANY INDEBTEDNESS UNDER THE LOAN DOCUMENTS), ANY TERM(S) OR PROVISION(S) OF THE DOCUMENT IS
IN CONFLICT WITH, OR IN VIOLATION OF, APPLICABLE LAWS, ANY SUCH CONSTRUCTION SHALL BE SUBJECT TO THE PROVISIONS OF THIS PARAGRAPH AND
SUCH DOCUMENT SHALL BE AUTOMATICALLY REFORMED AS TO COMPLY WITH APPLICABLE LAW, WITHOUT THE NECESSITY OF EXECUTION OF ANY AMENDMENT OR
NEW DOCUMENT. IN THE EVENT ANY TERM(S) OR PRO- VISION(S) CONTAINED IN THIS DOCUMENT ARE, OR ARE FOUND TO BE INVALID AND/OR UNENFORCEABLE,
THE REMAINING TERMS AND PROVISIONS OF THIS DOCUMENT SHALL NOT BE AFFECTED THEREBY AND SHALL IN ALL RESPECTS REMAIN IN FULL FORCE AND
EFFECT.


 


BORROWER,
ENDORSERS, SURETIES, GUARANTORS AND ALL PERSONS TO BECOME LIABLE ON THE LOAN (THE “OBLIGORS”) HEREBY, JOINTLY AND SEVERALLY,
WAIVE EXPRESSLY ALL NOTICES OF OVERDUE INSTALLMENT PAYMENTS, AND DEMANDS FOR PAYMENT THEREOF, NOTICES OF INTENTION TO ACCELERATE MATURITY,
NOTICES OF ACTUAL ACCELERATION OF MATURITY, PRESENTMENT, DEMAND FOR PAYMENT, NOTICES OF DIS- HONOR, PROTEST, NOTICES OF PROTEST, AND
DILIGENCE IN COLLECTION HEREOF. EACH OBLIGOR AGREES THAT THE LENDER MAY AT ANY TIME, AND FROM TIME TO TIME, UPON REQUEST OF OR BY AGREEMENT
WITH ANY OF THEM, RENEW THE LOAN AND/OR EXTEND THE DATE OF MATURITY HEREOF OR CHANGE AND/OR REARRANGE THE TIME OR METHOD OF PAYMENTS
WITHOUT NOTICE TO ANY OF THE OTHER OBLIGORS WHO SHALL REMAIN LIABLE FOR THE PAYMENT HEREOF. OBLIGORS WAIVE EXPRESSLY THE LATE FILING
OF ANY SUIT OR CAUSE OF ACTION ON THE LOAN, OR ANY DELAY IN THE HANDLING OF ANY COLLATERAL. OBLIGORS AGREE THAT LENDER’S ACCEPTANCE
OF PARTIAL OR DELINQUENT PAYMENTS OR FAILURE OF LENDER TO EXERCISE ANY RIGHT OR REMEDY CONTAINED HEREIN OR IN THE LOAN DOCUMENTS SHALL
NOT BE A WAIVER OF ANY OBLIGATION OF THE OBLIGORS OR CONSTITUTE A WAIVER OF ANY PRIOR OR SUBSEQUENT DEFAULT. LENDER MAY REMEDY ANY DEFAULT
WITHOUT WAIVING THE DEFAULT REMEDIED AND MAY WAIVE ANY DEFAULT WITHOUT WAIVING ANY OTHER PRIOR OR SUBSEQUENT DEFAULT.


 


BORROWER
AND LENDER INTEND THAT THE LOAN SHALL BE IN STRICT COMPLIANCE WITH APPLICABLE USURY LAWS. IF AT ANY TIME ANY INTEREST CONTRACTED FOR,
CHARGED OR RECEIVED UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE LOAN WOULD BE USURIOUS UNDER APPLICABLE LAW, THEN REGARDLESS
OF THE PROVISIONS OF THIS AGREEMENT OR THE LOAN DOCUMENTS OR ANY ACTION OR EVENT (INCLUDING, WITHOUT LIMITATION, PREPAYMENT OF PRINCIPAL
OR ACCELERATION OF MATURITY BY LENDER) WHICH MAY OCCUR WITH RESPECT TO THIS AGREEMENT OR THE LOAN, IT IS AGREED THAT ALL SUMS DETERMINED
TO BE USURIOUS SHALL BE IMMEDIATELY CREDITED BY LENDER AS A PAYMENT OF PRINCIPAL HEREUNDER, OR IF THE LOAN HAS ALREADY BEEN PAID, IMMEDIATELY
REFUNDED TO THE BORROWER. ALL COMPENSATION WHICH CONSTITUTES INTEREST UNDER APPLICABLE LAW IN CONNECTION WITH THE LOAN SHALL BE AMORTIZED,
PRORATED, ALLOCATED AND SPREAD OVER THE FULL PERIOD OF TIME ANY INDEBTEDNESS IS OWING BY BORROWER, TO THE GREATEST EXTENT PERMISSIBLE
WITHOUT EXCEEDING THE APPLICABLE MAXIMUM RATE ALLOWED BY APPLICABLE LAW IN EFFECT FROM TIME TO TIME DURING SUCH PERIOD.


 


To
the extent allowed by law, as security for the Loan, and all other indebtedness which may at any time be owing by the Borrower (and any
endorsers or guarantors hereof) to Lender, Borrower (and any endorsers and/or guarantors hereof) grant to Lender (i) a security interest
and contractual lien in and to all of Borrower’s (and any such endorser’s and/or guarantor’s) collateral securing other
indebtedness of Borrower ( or of any such endorsers and/or guarantors) to Lender, and (ii) a security interest, contractual right of
set-off in and to all of the Borrower’s (and any such endorser’s and/or guarantor’s) repurchase agreement(s) and other
non-deposit obligation(s), money, credits, accounts and/or other property now in, or at any time hereinafter coming within, the custody
or control of Lender or any member bank or branch bank of International BancShares Corporation, whether held in a general or special
account or deposit, or for safekeeping or otherwise, excluding, however, all IRA, KEOGH and trust accounts upon which the grant of security
interest or right of set-off would be prohibited. Each such security interest, lien and right of set-off may be exercised without demand
or notice to Borrower (and any endorsers and/or guarantors hereof). No security interest, lien or right of set-off shall be deemed to
have been waived by any act or conduct on the part of Lender, or any failure to exercise such right of set-off or to enforce such security
interest or lien, or by any delay in so doing. Each such right of set-off, lien and security interest shall continue in full force and
effect until such right of set-off or security interest is specifically waived or released by an instrument in writing executed by Lender.
The foregoing provisions of this paragraph are in addition to and not in lieu of any rights of set-off allowed by law.


 


The
Guarantors, if any, of the Loan, hereby agree and consent to all of the matters contained in this Agreement and agree (i) that the liability
of any Guarantor under any guaranty agreement executed in connection with the Loan or the indebtedness of Borrower shall not be reduced,
altered, limited, lessened or in any way affected by the execution and delivery hereof by the parties hereto, and (ii) that any guaranty
agreement executed by any Guarantor is and shall remain in full force and effect and is and shall remain enforceable against each Guarantor
in accordance with its terms.


 


To
the extent allowed by law, in connection with any transaction between Borrower and Lender at any time in the past, present or future,
and in the event Borrower, individually or jointly with others, has granted or grants Lender a lien on any real and/or personal property,
Borrower agrees that the lien on such real and/or personal property, to the extent of Borrower’s interest therein, shall also secure
the indebtedness of Borrower to Lender evidenced by the Note and all renewals, extensions, rearrangements and modifications thereof.
This paragraph is inapplicable to a homestead and/or homestead equity loan.


 


In
the event any legal action or proceeding, by arbitration or otherwise, is commenced in connection with the enforcement of, or declaration
of rights under the Note or this Agreement and/or any instrument or written agreement required or delivered under, in connection with
or pursuant to the terms of the Note or this Agreement, and/or any controversy or claim, whether sounding in contract, tort or statute,
legal or equitable, involving in any way the financing or the transaction(s), which are the subject of this Agreement, or any other proposed
or actual loan or extension of credit, the prevailing party shall be entitled to recover reasonable and necessary attorney’s fees,
paralegal costs (including allocated costs for in-house legal services), costs, expenses, expert witness fees and costs, and other necessary
disbursements made in connection with any such action or proceeding, in the amount determined by the fact-finder. Said attorney’s
fees and costs of collection, once liquidated and paid by Lender and to the extent allowed by law, will bear interest at the rate of
interest applied to the matured and past due principal balance of the Loan as such rate may change from time to time from the date advanced
by Lender until repaid.


 




    
	Renewal and Extension - IBC Originated (Rev. 8-19)	Page 5 of 11	 




     


    

 


Lender,
in its sole discretion and without obligation on Lender to do so, may advance and pay sums on behalf and for the benefit of Borrower
for costs necessary for the protection and preservation of the Property and any other collateral (including without limitation the Collateral
securing the Loan and other costs that may be appropriate, in Lender’s sole discretion, including but not limited to insurance
premiums (including single interest insurance, which provides protection only for Lender), ad valorem taxes, and attorney’s fees.
Any sums which may be so paid by Lender and all sums paid for insurance premiums, as aforesaid, including the costs, expenses and attorney’s
fees paid in any suit affecting the Property, shall, to the extent allowed by law, bear interest from the dates of such payments at the
contractual interest rate applied to the pre-maturity principal balance of the Loan and shall be paid by Borrower to Lender upon demand,
at the same place at which the Loan is payable, and shall be deemed a part of the Loan and recoverable as such in all aspects, and secured
by the Deed Of Trust lien on the Property.


 


Subject
to the provisions of this Agreement pertaining to Swap Transactions as hereinafter set out, Borrower reserves the right to prepay, prior
to maturity, all or any part of the principal of the Loan without penalty, and interest shall immediately cease on any amount so prepaid.
All prepayments shall be applied to the last maturing installments of principal, without interrupting the regular installment payments.
Borrower will provide Lender written notice of any prepayment of principal together with such prepayment.


 


Any
assumption of the Loan, if permitted by Lender, by any other person, partnership, corporation, organization or any other entity without
an express written release signed by Lender, shall not release the liability of Borrower or any other Obligor for the payment of the
Loan.


 


If
Borrower is a partnership, Borrower and Lender hereby expressly acknowledge and agree that in the event of a default under the Note or
under any document executed by Borrower in connection with, or to secure the payment of, the Note (1) Lender shall not be required to
comply with Article 6132b-3.05(d) of the Texas Revised Partnership Act or Subsection 152.306 of the Texas Business Organizations Code,
if applicable, and (2) Lender shall not be required to proceed against or exhaust the assets of Borrower before pursuing any remedy directly
against one or more of the partners of Borrower or the property of such partners.


 


If
Borrower is an entity formed under and/or governed by the Texas Business Organizations Code (“BOC”) the following shall apply:
(i) Notice to known claimants under BOC Section 11.052(a)(2) [or any similar statute of Borrower’s domiciliary state if Borrower
is not domiciled in the State of Texas] shall not be effective with respect to Lender unless it is delivered by certified mail, return
receipt requested and addressed to Dennis E. Nixon, President, at International Bancshares Corporation, P.O. Drawer 1359, Laredo, Texas
78042-1359 within thirty (30) days following the occurrence of the event requiring the winding up of Borrower, (ii) to the extent allowed
by applicable law, Borrower agrees that BOC Section 11.359 [or any similar statute of Borrower’s domiciliary state if Borrower
is not domiciled in the State of Texas] shall have no force or effect on the existence or validity of the indebtedness evidenced by the
Loan Documents and Borrower hereby waives all rights under said statutory provision, and (iii) in the event any portion of the indebtedness
evidenced by the Loan Documents shall be deemed to be extinguished pursuant to the provisions of BOC Section 11.359 [or any similar statute
of Borrower’s domiciliary state if Borrower is not domiciled in the State of Texas], such extinguishment shall have no effect on
the existence, validity, or enforceability of the Loan Documents other than Lender’s ability to obtain a judgment against Borrower
for repayment of the extinguished portion of such indebtedness.


 


Borrower
hereby reaffirms to Lender each of the representations, warranties, covenants, and agreements of Borrower set forth in the Loan Documents,
with the same force and effect as if each were separately stated herein and made as of the date hereof.


 


Except
as expressly modified hereby, Borrower hereby ratifies, affirms, reaffirms, acknowledges, confirms, and agrees that the Loan Documents
represent the valid, enforceable and collectible obligations of Borrower, and Borrower further acknowledges that there are no existing
claims, defenses, personal or otherwise of Borrower, or rights of set-off of Borrower whatsoever with respect to any of the aforementioned
instruments or documents, and Borrower further acknowledges and represents that no event has occurred and no condition exists which could
constitute a default or event of default under the Loan Documents, or this Agreement, either with or without notice or lapse of time,
or both.


 


In
consideration of the Lender’s agreements as provided herein, each of the undersigned parties hereby releases, acquits, waives and
forever discharges Lender, its partners, affiliates, subsidiaries and related parties and their respective directors, officers, employees,
agents, predecessors, successors, assigns, attorneys, and representatives (collectively the “Lender Parties”) from any and
all claims, demands, cross-actions, cause or causes of action, at law or in equity, costs and expenses, including legal expenses, as
well as any other kind or character of claim or action, whether past, present or future, now held, owned or possessed by such party,
or which such party may hereafter hold or claim to hold, whether based upon tort, fraud, breach of any duty of fair dealing, breach of
confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or negligent infliction
of mental distress, tortious interference with contractual relations, tortious interference with corporate governance or prospective
business advantage, usury, breach of contract, breach of common law or statutory right, deceptive trade practices, libel, slander, conspiracy,
wrongful acceleration of the Note, actual or attempted wrongful foreclosure on any collateral relating to the Note, or otherwise, known
or unknown, arising, directly or indirectly, proximately or remotely, out of any of the Loan Documents or any of the documents, instruments
or any other transactions relating thereto, which arise in connection with events which occurred on or prior to the Effective Date, to
the fullest and maximum extent permitted by applicable law, but in each case only to the extent permitted by applicable law. Without
limiting the generality of the foregoing, this release shall include the following matters: (A) all aspects of this Agreement and the
other Loan Documents and the negotiations between and among such party and Lender and the demands and requests by Lender of such party
concerning this Agreement and the other Loan Documents, including, but not limited to, the exercise by Lender of its rights, remedies,
recourses and benefits under this Agreement or any of the Loan Documents, or at law or in equity. This release is intended to release
all liability of any character claimed for damages, of any type or nature, for injunctive or other relief, for attorneys’ fees,
interest or any other liability whatsoever, whether statutory, contractual or tort in character, or of any other nature or character,
now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by such party
against Lender or any Lender Party which arise in connection with events which occurred on or prior to the Effective Date. Each of the
undersigned parties understands and agrees that this is a full, final and complete release and agree that this release may be pleaded
as an absolute and final bar to any or all suit or suits pending or which may hereafter be filed or prosecuted by such party, or anyone
claiming, by, through or under such party in respect of any of the matters released hereby, and that no recovery on account of the matters
described herein may hereafter be had from anyone whomsoever, and that the consideration given for this release is no admission of liability
and that such party, nor those claiming under such party will ever claim that it is.


 




    
	Renewal and Extension - IBC Originated (Rev. 8-19)	Page 6 of 11	 




     


    

 


Borrower
ratifies, confirms and approves the accuracy of the numbers and sums recited herein and of the outstanding principal balance and accrued
and unpaid interest on the Loan, and acknowledges and agrees that Lender has fully performed its duties under the Loan Documents through
the date hereof.


 


This
Agreement modifies the Loan Documents, to the extent herein set forth, and in no way acts as a release or relinquishment of the liens
and rights securing payment of the Loan, including, without limitation, the lien created by the Deed Of Trust, such liens being hereby
renewed, extended, ratified and confirmed by Borrower in all respects, and Borrower acknowledges and agrees that such liens secure the
repayment of the Loan.


 


To
the extent that any terms in this Agreement are in conflict with the Note, Deed Of Trust, and/or any other Loan Documents, the terms
and conditions set forth in this Agreement shall govern to the extent of such conflict.


 


Except
as expressly provided herein, the execution of this Agreement by Lender does not and shall not constitute a waiver of any rights or remedies
to which Lender is entitled pursuant to the Loan Documents, nor shall the same constitute a waiver of any default which may have heretofore
occurred or which may hereafter occur with respect to the Loan Documents. Borrower expressly acknowledges and agrees that Lender is relying
upon Borrower’s representations and warranties contained herein as a material inducement to Lender modifying the Loan Documents
as provided in this Agreement.


 


Borrower
warrants and represents unto Lender that the lien of the Deed Of Trust is and shall remain an enforceable and valid first lien against
the Property. Upon recordation of this Agreement or a Memorandum evidencing this Agreement, the same shall merely supplement the terms
and conditions of the Note and/or Deed Of Trust, as provided herein, without in any way adversely affecting the priority thereof. In
the event that for any reason whatsoever the lien of the Deed Of Trust shall be rendered inferior, junior or subordinate to any other
claim, lien, encumbrance or interest to, against or in the Property, save and except as to the matters expressly permitted by the terms
and conditions of the Deed Of Trust, then and in such event, at the sole option of Lender, the outstanding and unpaid principal balance,
all accrued and unpaid interest and all accrued and unpaid late charges under the Note or any other Indebtedness secured hereby may be
accelerated and declared due and payable immediately.


 


Lender
agrees to this Agreement on the condition that the modifications contained herein shall not prejudice any present or future rights, remedies,
benefits, or powers belonging to, or accruing to, Lender under the terms of the Note, the Loan Documents and/or the Deed Of Trust. Except
as expressly set forth herein, the Note, the Loan Documents and the Deed Of Trust shall remain unaffected, unchanged, and unimpaired
by reason of this Agreement.


 


Borrower
shall furnish to Lender, at Borrower’s expense, an endorsement to the mortgagee title policy previously issued in connection with
the Loan, assuring that the existing mortgagee title policy is not impaired by the modification described in this Agreement, showing
no additional exceptions to title other than those appearing in the original title policy, and showing the Borrower (or the Grantors
of the Deed Of Trust, if not Borrower) as record owner of the Property.


 


Borrower
shall pay all costs associated with this Agreement, including without limitation, recording costs, title premiums and Lender’s
reasonable and necessary attorney’s fees.


 


Swap
Transactions. Without limiting the generality of any other provisions of the Deed Of Trust, Borrower and Lender agree that the following
obligations of Borrower are secured by the Deed Of Trust and constitute “Indebtedness”, as that term is used herein and in
the Deed Of Trust: (i) any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of Borrower to Lender
or any Lender Affiliate (as hereinafter defined) arising under or in connection with any Swap Transaction, and (ii) any Swap Related
Loss that becomes due and payable in accordance with the terms of the Note. The term “Swap Transaction”, as used herein,
means (i) any transaction evidenced by one or more agreements now existing or hereafter entered into between Borrower and Lender and/or
any financial institution affiliated with International BancShares Corporation (a “Lender Affiliate”) which is a rate swap,
swap option, interest rate option or other financial instrument or interest (including an option with respect to any such transaction),
(ii) any type of transaction that is similar to any transaction referred to in clause (i) above that is currently, or in the future becomes,
recurrently entered into in the financial markets and which is a forward swap, future, option or other derivative on one or more rates,
or any combination of the foregoing transactions, or (iii) any transaction that is similar to any transaction referred to in clause (i)
or (ii) above except that it is between Lender or a Lender Affiliate and any party or entity other than Borrower and it is entered into
by Lender or such Lender Affiliate on account of a corresponding Swap Transaction that is described in clause (i) or (ii) above. The
occurrence or existence of any default, event of default or other similar condition or event (however described) on the part of Borrower
arising under or with respect to any Swap Transaction shall constitute an Event of Default under the Deed Of Trust and this Agreement.


 


Swap
Related Loss. Notwithstanding anything to the contrary contained in the Note or any other Loan Document, during any time that any Swap
Transaction is in effect, Borrower shall have no right whatsoever to make any prepayment of all or any part of the principal owing under
the Note without Lender’s prior written approval, which Lender may grant or withhold in Lender’s sole and absolute discretion,


 


For
purposes hereof, “prepayment” shall mean any instance wherein the principal under the Note is satisfied in full or in part
in advance and/or in excess of scheduled installments in any manner prior to the Final Maturity Date, whether voluntarily or involuntarily.
Prepayment shall include, but not be limited to: (i) payment upon or following acceleration of the maturity of the Note by Lender pursuant
to any applicable provision of the Note or any of the other Loan Documents, (ii) any payment of principal made prior to the Final Maturity
Date pursuant to any demand provisions of the Note, (iii) application of insurance or condemnation proceeds to discharge all or any portion
of the outstanding principal of the Note, (iv) payment of principal to Lender by any holder of a subordinate or superior interest in
the Collateral, or (v) any payment of principal after the Final Maturity Date is accelerated for any reason permitted under any of the
Loan Documents including, without limitation, any acceleration of the Final Maturity Date resulting from any sale or transfer of the
Collateral pursuant to foreclosure, sale under power of sale, judicial order or trustee’s sale under the Loan Documents; any payment
of principal by sale, transfer or offsetting credit in connection with or under any bankruptcy, insolvency, reorganization, assignment
for the benefit of creditors, or receivership proceedings under any statute of the United States or any State thereof involving Borrower
and/or the Collateral.


 


In
the event of any prepayment during any time that any Swap Transaction is in effect, whether or not approved by Lender, Borrower shall
be obligated to pay to Lender upon demand, in addition to all other amounts due and payable to Lender under the Loan Documents at the
time of such prepayment, an amount determined by Lender to be the loss, cost and expense incurred by Lender and/or a Lender Affiliate
under, related to or arising from such Swap Transaction that is attributable to such prepayment (the “Swap Related Loss”).
Lender’s determination of the Swap Related Loss incurred by Lender or a Lender Affiliate shall be conclusive and binding upon Borrower
absent manifest error.


 




    
	Renewal and Extension - IBC Originated (Rev. 8-19)	Page 7 of 11	 




     


    

 


ARBITRATION


 


BINDING
ARBITRATION AGREEMENT


PLEASE
READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.


 


BORROWER,
GRANTORS OTHER THAN BORROWER, LENDER AND TRUSTEE AGREE TO ARBITRATION AS FOLLOWS (hereinafter referred to as the “Arbitration
Provisions”):


 


	I.	Special
                                            Provisions and Definitions applicable to both CONSUMER DISPUTES and BUSINESS DISPUTES:



 


		(a)	Informal
                                            Resolution of Customer Concerns. Most customer concerns can be resolved quickly and to
                                            the customer’s satisfaction by contacting your account officer, branch manager or by
                                            calling the Customer Service Department in your region. The region and numbers are:



 


	 	1.	Laredo	956-722-7611	 
	 	2.	Austin	512-397-4506	 
	 	3.	Brownsville	956-547-1000	 
	 	4.	Commerce Bank	956-724-1616	 
	 	5.	Corpus Christi	361-888-4000	 
	 	6.	Eagle Pass	830-773-2313	 
	 	7.	Houston	713-526-1211	 
	 	8.	McAllen	956-686-0263	 
	 	9.	Oklahoma	405-841-2100	 
	 	10.	Port Lavaca	361-552-9771	 
	 	11.	San Antonio	210-518-2500	 
	 	12.	Zapata	956-765-8361	 


 


In
the unlikely event that your account officer, branch manager or the customer service department is unable to resolve a complaint to your
satisfaction or if the Lender has not been able to resolve a dispute it has with you after attempting to do so informally, you and the
Lender agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.


 


		(b)	Sending
                                            Notice of Dispute. If either you or the Lender intend to seek arbitration, then you or
                                            the Lender must first send to the other by certified mail, return receipt requested, a written
                                            Notice of Dispute. The Notice of Dispute to the Lender should be addressed to: Dennis E.
                                            Nixon, President, at International Bancshares Corporation, P.O. Drawer 1359, Laredo, Texas
                                            78042-1359 or if by email, ibcchairman@ibc.com. The Notice of Dispute must (a) describe
                                            the nature and basis of the claim or dispute; and (b) explain specifically what relief is
                                            sought. You may download a copy of the Notice of Dispute at www.ibc.com or you may obtain
                                            a copy from your account officer or branch manager.



 


		(c)	If
                                            the Dispute is not Informally Resolved. If you and the Lender do not reach an agreement
                                            to resolve the claim or dispute within thirty (30) days after the Notice of Dispute is received,
                                            you or the Lender may commence a binding arbitration proceeding. During the binding arbitration
                                            proceeding, any settlement offers made by you or the Lender shall not be disclosed to the
                                            Arbitrator.



 


		(d)	“DISPUTE(S)”.
                                            As used herein, the word “DISPUTE(S)” includes any and all controversies or claims
                                            between the PARTIES of whatever type or manner, including without limitation, any and all
                                            claims arising out of or relating to this Agreement, compliance with applicable laws and/or
                                            regulations, any and all services or products provided by the Lender, any and all past, present
                                            and/or future loans, lines of credit, letters of credit, credit facilities or other form
                                            of indebtedness and/or agreements involving the PARTIES, any and all transactions between
                                            or involving the PARTIES, and/or any and all aspects of any past or present relationship
                                            of the PARTIES, whether banking or otherwise, specifically including but not limited to any
                                            claim founded in contract, tort, fraud, fraudulent inducement, misrepresentation or otherwise,
                                            whether based on statute, regulation, common law or equity.



 


		(e)	“CONSUMER
                                            DISPUTE” and “BUSINESS DISPUTE”. As used herein, “CONSUMER
                                            DISPUTE” means a DISPUTE relating to an account (including a deposit account), agreement,
                                            extension of credit, loan, service or product provided by the Lender that is primarily for
                                            personal, family or household purposes. “BUSINESS DISPUTE” means any DISPUTE
                                            that is not a CONSUMER DISPUTE.



 


		(f)	“PARTIES”
                                            or “PARTY”. As used in these Arbitration Provisions, the term “PARTIES”
                                            or “PARTY” means Borrower, Grantors other than Borrower, Lender, Trustee, and
                                            each and all persons and entities signing this Agreement or any other agreements between
                                            or among any of the PARTIES as part of this transaction. “PARTIES” or “PARTY”
                                            shall be broadly construed and include individuals, beneficiaries, partners, limited partners,
                                            limited liability members, shareholders, subsidiaries, parent companies, affiliates, officers,
                                            directors, employees, heirs, agents and/or representatives of any party to such documents,
                                            any other person or entity claiming by or through one of the foregoing and/or any person
                                            or beneficiary who receives products or services from the Lender and shall include any other
                                            owner and holder of this Agreement. Throughout these Arbitration Provisions, the term “you”
                                            and “your” refer to Borrower and Grantors other than Borrower, and the term “Arbitrator”
                                            refers to the individual arbitrator or panel of arbitrators, as the case may be, before which
                                            the DISPUTE is arbitrated.



 


		(g)	BINDING
                                            ARBITRATION. The PARTIES agree that any DISPUTE between the PARTIES shall be resolved
                                            by mandatory binding arbitration pursuant to these Arbitration Provisions at the election
                                            of either PARTY. BY AGREEING TO RESOLVE A DISPUTE IN ARBITRATION, THE PARTIES ARE WAIVING
                                            THEIR RIGHT TO A
JURY TRIAL OR TO LITIGATE IN COURT (except for matters that may be taken to small claims court for a CONSUMER DISPUTE as provided
below).



 




    
	Renewal and Extension - IBC Originated (Rev. 8-19)	Page 8 of 11	 




     


    

 


		(h)	CLASS
                                            ACTION WAIVER. The PARTIES agree that (i) no arbitration proceeding hereunder whether
                                            a CONSUMER DISPUTE or a BUSINESS DISPUTE shall be certified as a class action or proceed
                                            as a class action, or on a basis involving claims brought in a purported representative capacity
                                            on behalf of the general public, other customers or potential customers or persons similarly
                                            situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined
                                            in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE A CONSUMER
                                            DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE
                                            IN A CLASS ACTION.



 


		(i)	FEDERAL
                                            ARBITRATION ACT AND TEXAS LAW. The PARTIES acknowledge that this Agreement evidences
                                            a transaction involving interstate commerce. The Federal Arbitration Act shall govern (i)
                                            the interpretation and enforcement of these Arbitration Provisions, and (ii) all arbitration
                                            proceedings that take place pursuant to these Arbitration Provisions. THE PARTIES AGREE THAT
                                            TEXAS SUBSTANTIVE LAW WILL APPLY IN ANY BINDING ARBITRATION PROCEEDING OR SMALL CLAIMS COURT
                                            ACTION REGARDLESS OF WHO INITIATES THE PROCEEDING, WHERE YOU RESIDE OR WHERE THE DISPUTE
                                            AROSE, UNLESS EXPRESSLY PROHIBITED BY LAW.



 


	II.	Provisions
                                            applicable only to a CONSUMER DISPUTE:



 


		(a)	Any
                                            and all CONSUMER DISPUTES shall be resolved by arbitration administered by the American Arbitration
                                            Association (“AAA”) under the Commercial Arbitration Rules and the Supplemental
                                            Procedures for Resolution of Consumer Disputes and Consumer Due Process Protocol (which are
                                            incorporated herein for all purposes). It is intended by the PARTIES that these Arbitration
                                            Provisions meet and include all fairness standards and principles of the American Arbitration
                                            Association’s Consumer Due Process Protocol and due process in predispute arbitration.
                                            If a CONSUMER DISPUTE is for a claim of actual damages above $250,000 it shall be administered
                                            by the AAA before three neutral arbitrators at the request of any PARTY.



 


		(b)	Instead
                                            of proceeding in arbitration, any PARTY hereto may pursue its claim in your local small claims
                                            court, if the CONSUMER DISPUTE meets the small claims court’s jurisdictional limits.
                                            If the small claims court option is chosen, the PARTY pursuing the claim must contact the
                                            small claims court directly. The PARTIES agree that the class action waiver provision also
                                            applies to any CONSUMER DISPUTE brought in small claims court.



 


		(c)	For
                                            any claim for actual damages that does not exceed $2,500, the Lender will pay all arbitration
                                            fees and costs provided you submitted a Notice of Dispute with regard to the CONSUMER DISPUTE
                                            prior to initiation of arbitration. For any claim for actual damages that does not exceed
                                            $5,000, the Lender also agrees to pay your reasonable attorney’s fees and reasonable
                                            expenses your attorney charges you in connection with the arbitration (even if the Arbitrator
                                            does not award those to you) plus an additional $2,500 if you obtain a favorable arbitration
                                            award for your actual damages which is greater than any written settlement offer for your
                                            actual damages made by the Lender to you prior to the selection of the Arbitrator.



 


		(d)	Under
                                            the AAA’s Supplemental Procedures for Consumer Disputes, if your claim for actual damages
                                            does not exceed $10,000, you shall only be responsible for paying up to a maximum of $125
                                            in arbitration fees and costs. If your claim for actual damages exceeds $10,000 but does
                                            not exceed $75,000, you shall only be responsible for paying up to a maximum of $375 in arbitration
                                            fees and costs. For any claim for actual damages that does not exceed $75,000, the Lender
                                            will pay all other arbitrator’s fees and costs imposed by the administrator of the
                                            arbitration. With regard to a CONSUMER DISPUTE for a claim of actual damages that exceeds
                                            $75,000, or if the claim is a non-monetary claim, the Lender agrees to pay all arbitration
                                            fees and costs you would otherwise be responsible for that exceed $1,000. The fees and costs
                                            stated above are subject to any amendments to the fee and cost schedules of the AAA. The
                                            fee and cost schedule in effect at the time you submit your claim shall apply. The AAA rules
                                            also permit you to request a waiver or deferral of the administrative fees and costs of arbitration
                                            if paying them would cause you financial hardship.



 


		(e)	Although
                                            under some laws, the Lender may have a right to an award of attorney’s fees and expenses
                                            if it prevails in arbitration, the Lender agrees that it will not seek such an award in a
                                            binding arbitration proceeding with regard to a CONSUMER DISPUTE for a claim of actual damages
                                            that does not exceed $75,000.



 


		(f)	To
                                            request information on how to submit an arbitration claim, or to request a copy of the AAA
                                            rules or fee schedule, you may contact the AAA at 1-800-778-7879 (toll free) or at www.adr.org.



 


	III.	Provisions
                                            applicable only to a BUSINESS DISPUTE:



 


		(a)	Any
                                            and all BUSINESS DISPUTES between the PARTIES shall be resolved by arbitration in accordance
                                            with the Commercial Arbitration Rules of the AAA in effect at the time of filing, as modified
                                            by, and subject to, these Arbitration Provisions. A BUSINESS DISPUTE for a claim of actual
                                            damages that exceeds $250,000 shall be administered by AAA before at least three (3) neutral
                                            arbitrators at the request of any PARTY. In the event the aggregate of all affirmative claims
                                            asserted exceeds $500,000, exclusive of interest and attorney’s fees, or upon the written
                                            request of any PARTY, the arbitration shall be conducted under the AAA Procedures for Large,
                                            Complex Commercial Disputes. If the payment of arbitration fees and costs will cause you
                                            extreme financial hardship you may request that AAA defer or reduce the administrative fees
                                            or request the Lender to cover some of the arbitration fees and costs that would be your
                                            responsibility.



 


		(b)	The
                                            PARTIES shall have the right to (i) invoke self-help remedies (such as setoff, notification
                                            of account debtors, seizure and/or foreclosure of collateral, and nonjudicial sale of personal
                                            property and real property collateral) before, during or after any arbitration, and/or (ii)
                                            request ancillary or provisional judicial remedies (such as garnishment, attachment, specific
                                            performance, receiver, injunction or restraining order, and sequestration) before or after
                                            the commencement of any arbitration proceeding (individually, and not on behalf of a class).
                                            The PARTIES need not await the outcome of the arbitration proceeding before using self-help remedies.
Use of self-help or ancillary and/or provisional judicial remedies shall not operate as a waiver of either PARTY’s right to compel
arbitration. Any ancillary or provisional judicial remedy which would be available from a court at law shall be available from the Arbitrator.
The PARTIES agree that the AAA Optional Rules for Emergency Measures of Protection shall apply in an arbitration proceeding where emergency
interim relief is requested.



 




    
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		(c)	Except
                                            to the extent the recovery of any type or types of damages or penalties may not by waived
                                            under applicable law, the Arbitrator shall not have the authority to award either PARTY (i)
                                            punitive, exemplary, special or indirect damages, (ii) statutory multiple damages, or (iii)
                                            penalties, statutory or otherwise.



 


		(d)	The
                                            Arbitrator may award attorney’s fees and costs including the fees, costs and expenses
                                            of arbitration and of the Arbitrator as the Arbitrator deems appropriate to the prevailing
                                            PARTY. The Arbitrator shall retain jurisdiction over questions of attorney’s fees for
                                            fourteen (14) days after entry of the decision.



 


	IV.	General
                                            provisions applicable to both CONSUMER DISPUTES and BUSINESS DISPUTES:



 


		(a)	The
                                            Arbitrator is bound by the terms of these Arbitration Provisions. The Arbitrator shall have
                                            exclusive authority to resolve any DISPUTES relating to the scope or enforceability of these
                                            Arbitration Provisions, including (i) all arbitrability questions, and (ii) any claim that
                                            all or a part of these Arbitration Provisions are void or voidable (including any claims
                                            that they are unconscionable in whole or in part).



 


		(b)	These
                                            Arbitration Provisions shall survive any termination, amendment, or expiration of this Agreement,
                                            unless all of the PARTIES otherwise expressly agree in writing.



 


		(c)	If
                                            a PARTY initiates legal proceedings, the failure of the initiating PARTY to request arbitration
                                            pursuant to these Arbitration Provisions within 180 days after the filing of the lawsuit
                                            shall be deemed a waiver of the initiating PARTY’S right to compel arbitration with
                                            respect to the claims asserted in the litigation. The failure of the defending PARTY in such
                                            litigation to request arbitration pursuant to these Arbitration Provisions within 180 days
                                            after the defending PARTY’S receipt of service of judicial process shall be deemed
                                            a waiver of the right of the defending PARTY to compel arbitration with respect to the claims
                                            asserted in the litigation. If a counterclaim, cross-claim or third party action is filed
                                            and properly served on a PARTY in connection with such litigation, the failure of such PARTY
                                            to request arbitration pursuant to these Arbitration Provisions within ninety (90)
days after such PARTY’S receipt of service of the counterclaim, cross-claim or third party claim shall be deemed a waiver of such
PARTY’S right to compel arbitration with respect to the claims asserted therein. The issue of waiver pursuant to these Arbitration
Provisions is an arbitrable dispute. Active participation in any pending litigation described above by a PARTY shall not in any event
be deemed a waiver of such PARTY’S right to compel arbitration. All discovery obtained in the pending litigation may be used in
any subsequent arbitration proceeding.



 


		(d)	Any
                                            PARTY seeking to arbitrate shall serve a written notice of intent to any and all opposing
                                            PARTIES after a DISPUTE has arisen. The PARTIES agree a timely written notice of intent to
                                            arbitrate by either PARTY pursuant to these Arbitration Provisions shall stay and/or abate
                                            any and all action in a trial court, save and except a hearing on a motion to compel arbitration
                                            and/or the entry of an order compelling arbitration and staying and/or abating the litigation
                                            pending the filing of the final award of the Arbitrator.



 


		(e)	Any
                                            Arbitrator selected shall be knowledgeable in the subject matter of the DISPUTE and be licensed
                                            to practice law.



 


		(f)	For
                                            a one (1) member arbitration panel, the PARTIES are limited to an equal number of strikes
                                            in selecting the arbitrator from the AAA neutral list, such that at least one arbitrator
                                            remains after the PARTIES exercise all of their respective strikes. For a three (3) member
                                            arbitration panel, the PARTIES are limited to an equal number of strikes in selecting the
                                            arbitrators from the AAA neutral list, such that at least three arbitrators remain after the PARTIES exercise all of their respective strikes. After exercising all of their allotted
                                            respective strikes, the PARTIES shall rank those potential arbitrators remaining numerically
                                            in order of preference (with “1” designating the most preferred). The AAA shall
                                            review the PARTIES rankings and assign a score to each potential arbitrator by adding together
                                            the ranking given to such potential arbitrator by each PARTY. The arbitrator(s) with the
                                            lowest score total(s) will be selected. In the event of a tie or ties for lowest score total
                                            and if the selection of both or all of such potential arbitrators is not possible due to
                                            the required panel size, the AAA shall select the arbitrator(s) it believes to be best qualified.



 


		(g)	The
                                            PARTIES and the Arbitrator shall treat all aspects of the arbitration proceedings, including,
                                            without limitation, any documents exchanged, testimony and other evidence, briefs and the
                                            award, as strictly confidential; provided, however, that a written award or order from the
                                            Arbitrator may be filed with any court having jurisdiction to confirm and/or enforce such
                                            award or order.



 


		(h)	Any
                                            statute of limitation which would otherwise be applicable shall apply to any claim asserted
                                            in any arbitration proceeding under these Arbitration Provisions, and the commencement of
                                            any arbitration proceeding tolls such statute of limitations.



 


		(i)	If
                                            the AAA is unable for any reason to provide arbitration services, then the PARTIES agree
                                            to select another arbitration service provider that has the ability to arbitrate the DISPUTE
                                            pursuant to and consistent with these Arbitration Provisions. If the PARTIES are unable to
                                            agree on another arbitration service provider, any PARTY may petition a court of competent
                                            jurisdiction to appoint an Arbitrator to administer the arbitration proceeding pursuant to
                                            and consistent with these Arbitration Provisions.



 


		(j)	The
                                            award of the Arbitrator shall be final and Judgment upon any such award may be entered in
                                            any court of competent jurisdiction. The arbitration award shall be in the form of a written
                                            reasoned decision and shall be based on and consistent with applicable law.



 


		(k)	Unless
                                            the PARTIES mutually agree to hold the binding arbitration proceeding elsewhere, venue of
                                            any arbitration
proceeding under these Arbitration Provisions shall be in the county and state where Lender is located, which is Lender’s address
set out in the first paragraph on page 1 hereof.



 


		(l)	If
                                            any of these Arbitration Provisions are held to be invalid or unenforceable, the remaining
                                            provisions shall be enforced without regard to the invalid or unenforceable term or provision.



 


JURY
WAIVER: IF A DISPUTE BETWEEN YOU AND LENDER PROCEEDS IN COURT RATHER THAN THROUGH MANDATORY BINDING ARBITRATION, THEN BORROWER, GRANTORS
OTHER THAN BORROWER, LENDER AND TRUSTEE EACH WAIVE THE RIGHT TO A JURY TRIAL, AND SUCH DISPUTE WILL BE TRIED BEFORE A JUDGE ONLY.


 


The
terms and conditions of this Agreement shall be binding upon and shall inure to the benefits of the parties hereto, their respective
heirs, successors and permitted assigns. If Borrower is comprised of more than one individual or entity, then all such individuals and
entities shall be jointly and severally liable for all obligations of Borrower hereunder.


 


NO
ORAL AGREEMENTS


 


(a)
THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


 (b) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.




 






    
	Renewal and Extension - IBC Originated (Rev. 8-19)	Page 10 of 11	 




     


    

 


IN
WITNESS WHEREOF, Lender and Borrower have duly executed this Agreement to be effective as of the date set forth above.


 


	BORROWER(S):	 
	 	 
	Greystone Logistics, Inc.	 
	An Oklahoma Corporation	 
	 	 
	By:	/s/ Warren F. Kruger	 
	Name:	Warren F. Kruger	 
	Title:	 CEO	 
	 	 
	Address:	1613 East 15th	 
	 	Tulsa, Oklahoma 74120	 
	 	 
	Greystone Manufacturing, L.L.C.	 
	An Oklahoma Limited Liability Company	 
	 	 
	By:	/s/ Warren F, Kruger	 
	Name:	Warren F. Kruger	 
	Title:	Manager	 
	 	 
	Address:	1613 East 15th Street	 
	 	Tulsa, Oklahoma 74120	 
	 	 
	GUARANTOR(S)	 
	 	 
	/s/ Warren F. Kruger	 
	Warren F. Kruger, Individually	 
	 	 
	Address:	2200 S Utica Ste 8c	 
	 	Tulsa, Oklahoma 74114	 
	 	 
	/s/ Robert B. Rosene, Jr. Individually	 
	Robert B. Rosene, Jr., Individually	 
	 	 
	Address:	2520 E 45th St	 
	 	Tulsa, Oklahoma 74105	 
	 	 
	International Bank of Commerce	 
	 	 
	By:	/s/ Kenneth Skillman	 
	Name:	Kenneth Skillman	 
	Title:	President	 




 




    
	Renewal and Extension - IBC Originated (Rev. 8-19)	Page 11 of 11