Exhibit 10.2


 


 


  


Master Revolving Note


LIBOR-based Rate


Demand-Optional Advances (Business and Commercial
Loans Only)


 


	AMOUNT	NOTE DATE	MATURITY DATE
	 	 	 
	$1,500,000.00	June 30, 2020	ON DEMAND


 


1.        ON
DEMAND (or as otherwise provided in this Note), FOR VALUE RECEIVED, the undersigned, BHT FINANCIAL LLC, a Delaware limited liability
company, promises to pay to the order of COMERICA BANK (herein called “Bank”), at any office of the Bank in the State
of Michigan, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000.00), or so much of said sum
as has been advanced and is then outstanding under this Note, together with interest thereon as hereinafter set forth.


 


2.        This
Note is a note under which Advances, repayments and re-Advances may be made from time to time, subject to the terms and conditions
of this Note.


 


3.        AT
NO TIME SHALL THE BANK BE UNDER ANY OBLIGATION TO MAKE ANY ADVANCES TO THE UNDERSIGNED PURSUANT TO THIS NOTE (NOTWITHSTANDING ANYTHING
EXPRESSED OR IMPLIED IN THIS NOTE OR ELSEWHERE TO THE CONTRARY, INCLUDING, WITHOUT LIMITATION, IF BANK SUPPLIES THE UNDERSIGNED
WITH A BORROWING FORMULA) AND THE BANK, AT ANY TIME AND FROM TIME TO TIME, WITHOUT NOTICE, AND IN ITS SOLE DISCRETION, MAY REFUSE
TO MAKE ADVANCES TO THE UNDERSIGNED WITHOUT INCURRING ANY LIABILITY DUE TO THIS REFUSAL AND WITHOUT AFFECTING THE UNDERSIGNED’S
LIABILITY UNDER THIS NOTE FOR ANY AND ALL AMOUNTS ADVANCED.


 


4.        Subject
to the terms and conditions of this Note, each of the Advances made hereunder shall bear interest at the Applicable Interest Rate,
as elected by the undersigned or as otherwise determined under this Note.


 


5.        Unless
sooner demanded, accrued and unpaid interest on the unpaid principal balance of each outstanding Advance hereunder shall be payable
monthly, in arrears, on the first Business Day of each month. Interest accruing on the basis of the Prime Referenced Rate (to the
extent applicable) shall be computed on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed,
and in such computation, effect shall be given to any change in the Applicable Interest Rate as a result of any change in the Prime
Referenced Rate on the date of each such change. Interest accruing on the basis of the LIBOR-based Rate shall be computed on the
basis of a 360 day year and shall be assessed for the actual number of days elapsed from the first day of the Interest Period applicable
thereto but not including the last day thereof.


 


6.        Upon
demand and from and after the occurrence of any Default hereunder, and so long as any such Default remains unremedied or uncured
thereafter, the Indebtedness outstanding under this Note shall bear interest at a per annum rate of three percent (3%) above the
otherwise Applicable Interest Rate(s), which interest shall be payable upon demand. In addition to the foregoing, a late payment
charge equal to five percent (5%) of each late payment hereunder may be charged on any payment not received by Bank within ten
(10) calendar days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute a waiver
of any Default hereunder.


 


7.        In
no event shall the interest payable under this Note at any time exceed the maximum rate permitted by law.


 


8.        THE
MAXIMUM INTEREST RATE SHALL NOT EXCEED 25% PER ANNUM OR THE HIGHEST APPLICABLE USURY CEILING, WHICHEVER IS LESS.


 






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9.        The
amount and date of each Advance, its Applicable Interest Rate, its Interest Period, if applicable, and the amount and date of any
repayment shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided,
however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve the undersigned
of its/their obligations to repay Bank all amounts payable by the undersigned to Bank under or pursuant to this Note, when due
in accordance with the terms hereof.


 


10.        The
undersigned may request an Advance hereunder, including the refunding of an outstanding Advance as the same type of Advance, either
(i) upon the delivery to Bank of a written Request for Advance duly completed and executed by the undersigned (as herein provided)
or, (ii) to the extent applicable, pursuant to a request submitted through Bank’s Loan Management System (each a “Request”),
in each case, subject to the following: (a) Bank shall not have made demand hereunder and no Default, or any condition or event
which, with the giving of notice or the running of time, or both, would constitute a Default, shall have occurred and be continuing
or exist under this Note; (b) each such Request shall be delivered to Bank by 11:00 a.m. (Detroit, Michigan time) on the proposed
date of the requested Advance; (c) the principal amount of each LIBOR-based Advance shall be at least Two Hundred Fifty Thousand
Dollars ($250,000.00) (or such lesser amount as is acceptable to Bank in its sole discretion); (d) the proposed date of any refunding
of any outstanding LIBOR-based Advance as another LIBOR-based Advance shall only be on the last day of the Interest Period applicable
to such outstanding LIBOR-based Advance; (e) after giving effect to such Advance, the aggregate unpaid principal amount of Advances
outstanding under this Note shall not exceed the Loan Amount; and (f) a Request, once delivered or submitted to Bank, shall not
be revocable by the undersigned; provided, however, as aforesaid, Bank shall not be obligated to make any Advance
under this Note.


 


11.        In
the event that the undersigned is unable to request Advances hereunder through the Bank’s Loan Management System, Advances
hereunder may be requested by delivery or submission to Bank by hand delivery, first class mail, overnight courier, facsimile,
email or other means of delivery acceptable to Bank, of a written Request for Advance duly completed and executed by the undersigned.
Advances hereunder may be requested in the undersigned’s discretion by telephonic notice to Bank. Any Advance requested by
telephonic notice shall be confirmed by the undersigned that same day by submission to Bank of a written Request for Advance, as
provided herein. The undersigned acknowledge(s) that if Bank makes an Advance based on a request made by telephone, facsimile,
email or other means of delivery (other than by hand delivery, first class mail or overnight courier), it shall be for the undersigned’s
convenience and all risks involved in the use of any such procedure shall be borne by the undersigned, and the undersigned expressly
agree(s) to indemnify and hold Bank harmless therefor. Bank shall have no duty to confirm the authority of anyone requesting an
Advance by telephone, facsimile, email or any such other means of delivery. In the event that the undersigned elect(s) to request
Advances by telephonic notice, facsimile, email or other means of delivery acceptable to Bank, the undersigned acknowledge(s) and
agree(s) that Bank may impose or require such verification, authentication and other procedures as Bank may require from time to
time.


 


12.
        If, as to any outstanding LIBOR-based Advance, Bank shall not receive a timely
Request, or telephonic notice, in accordance with the foregoing requesting the refunding or continuation of such Advance as
another LIBOR-based Advance for a specified Interest Period, effective as of the last day of the Interest Period applicable
to such outstanding LIBOR-based Advance, and as of the last day of each succeeding Interest Period, the principal amount of
such Advance which is not then repaid shall be automatically refunded or continued as a LIBOR-based Advance having an
Interest Period equal to the same period of time as the Interest Period then ending for such outstanding LIBOR-based Advance,
unless the undersigned is/are not entitled to request LIBOR-based Advances hereunder or otherwise elect the LIBOR-based Rate
as the basis for the Applicable Interest Rate for the principal Indebtedness outstanding hereunder in accordance with the
terms of this Note, or the LIBOR-based Rate is not otherwise available to the undersigned as the basis for the Applicable
Interest Rate hereunder for the principal Indebtedness outstanding hereunder in accordance with the terms of this Note, in
which case, the Prime Referenced Rate shall be the basis for the Applicable Interest Rate hereunder in respect of such
Indebtedness for such period, subject in all respects to the terms and conditions of this Note. The foregoing shall not in
any way whatsoever limit or otherwise affect Bank’s right to make demand for payment of all or any part of the
Indebtedness hereunder at any time in Bank’s sole and absolute discretion or any of Bank’s rights or remedies
under this Note upon the occurrence of any Default hereunder, or any condition or event which, with the giving of notice or
the running of time, or both, would constitute a Default.


 






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13.        Subject
to the definition of an “Interest Period” hereunder, in the event that any payment under this Note becomes due and
payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and,
to the extent applicable, interest shall continue to accrue and be payable thereon during such extension at the rates set forth
in this Note.


 


14.        All
payments to be made by the undersigned to Bank under or pursuant to this Note shall be in immediately available United States funds,
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.


 


15.        If
the undersigned make(s) any payment of principal with respect to any LIBOR-based Advance on any day other than the last day of
the Interest Period applicable thereto (whether voluntarily, upon demand (whether or not any Default shall have occurred and be
continuing or exist under this Note), required payment or otherwise), or if the undersigned fail(s) to borrow any LIBOR-based Advance
or fail(s) to refund an outstanding LIBOR-based Advance as a LIBOR-based Advance, in any such case, after notice has been given
by the undersigned (or any of them) to Bank in accordance with the terms of this Note requesting such Advance, or such refunding,
or if the undersigned fail(s) to make any payment of principal or interest in respect of a LIBOR-based Advance when due, the undersigned
shall reimburse Bank, on demand, for any resulting loss, cost or expense incurred by Bank as a result thereof, including, without
limitation, any such loss, cost or expense incurred in obtaining, liquidating, employing or redeploying deposits from third parties,
whether or not Bank shall have funded or committed to fund such Advance. Such amount payable by the undersigned to Bank may include,
without limitation, an amount equal to the excess, if any, of (a) the amount of interest which would have accrued on the amount
so prepaid, or not so borrowed or refunded, for the period from the date of such prepayment or of such failure to borrow or refund,
through the last day of the relevant Interest Period, at the applicable rate of interest for said Advance(s) provided under this
Note, over (b) the amount of interest (as reasonably determined by Bank) which would have accrued to Bank on such amount by placing
such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. Calculation of any amounts
payable to Bank under this paragraph shall be made as though Bank shall have actually funded or committed to fund the relevant
LIBOR-based Advance through the purchase of an underlying deposit in an amount equal to the amount of such Advance and having a
maturity comparable to the relevant Interest Period; provided, however, that Bank may fund any LIBOR-based Advance
in any manner it deems fit and the foregoing assumptions shall be utilized only for the purpose of the calculation of amounts payable
under this paragraph. Upon the written request of the undersigned, Bank shall deliver to the undersigned a certificate setting
forth the basis for determining such losses, costs and expenses, which certificate shall be conclusively presumed correct, absent
manifest error. The undersigned may prepay all or any part of the outstanding balance under this Note or any Indebtedness hereunder
which is bearing interest based upon the Prime Referenced Rate at any such time without premium or penalty. Any prepayment hereunder
shall also be accompanied by the payment of all accrued and unpaid interest on the amount so prepaid. The undersigned hereby acknowledge(s)
and agree(s) that the foregoing shall not, in any way whatsoever, limit, restrict or otherwise affect Bank’s right to make
demand for payment of all or any part of the Indebtedness under this Note at any time in Bank’s sole and absolute discretion,
whether such Indebtedness is bearing interest based upon the LIBOR-based Rate or the Prime Referenced Rate at such time.


 


16.        For
any LIBOR-based Advance, if Bank shall designate a LIBOR Lending Office which maintains books separate from those of the rest of
Bank, Bank shall have the option of maintaining and carrying such Advance on the books of such LIBOR Lending Office.


 






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17.
        If, at any time, Bank determines that, (a) Bank is unable to determine or ascertain
the LIBOR-based Rate, or (b) by reason of circumstances affecting the foreign exchange and interbank markets generally,
deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Bank for any
applicable Advance or Interest Period, or (c) the Applicable Interest Rate will not accurately or fairly cover or reflect the
cost to Bank of maintaining any of the Indebtedness under this Note based upon the LIBOR-based Rate, then Bank shall
forthwith give notice thereof to the undersigned. Thereafter, until Bank notifies the undersigned that such conditions or
circumstances no longer exist, the right of the undersigned to request a LIBOR-based Advance and refund an Advance as a
LIBOR-based Advance shall be suspended, and the Prime Referenced Rate shall be the basis for the Applicable Interest Rate for
all Indebtedness hereunder during such period of time.


 


18.        If
any Change in Law shall make it unlawful or impossible for the Bank (or its LIBOR Lending Office) to make or maintain any Advance
with interest based upon the LIBOR-based Rate, Bank shall forthwith give notice thereof to the undersigned. Thereafter, (a) until
Bank notifies the undersigned that such conditions or circumstances no longer exist, the right of the undersigned to request a
LIBOR-based Advance and to refund an Advance as a LIBOR-based Advance shall be suspended, and thereafter, the Prime Referenced
Rate shall be the basis for the Applicable Interest Rate for the Indebtedness hereunder during such period of time, and (b) if
Bank may not lawfully continue to maintain an outstanding LIBOR-based Advance to the end of the then current Interest Period applicable
thereto, the Prime Referenced Rate shall be the basis for the Applicable Interest Rate for the remainder of such Interest Period
with respect to such outstanding Advance.


 


19.        If
any Change in Law shall (a) subject Bank (or its LIBOR Lending Office) to any tax, duty or other charge with respect to this Note
or any Indebtedness hereunder, or shall change the basis of taxation of payments to Bank (or its LIBOR Lending Office) of the principal
of or interest under this Note or any other amounts due under this Note in respect thereof (except for changes in the rate of tax
on the overall net income of Bank or its LIBOR Lending Office imposed by the jurisdiction in which Bank’s principal executive
office or LIBOR Lending Office is located); or (b) impose, modify or deem applicable any reserve (including, without limitation,
any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by Bank (or its LIBOR Lending Office), or shall impose on Bank (or its
LIBOR Lending Office) or the foreign exchange and interbank markets any other condition affecting this Note or the Indebtedness
hereunder; and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Indebtedness hereunder
or to reduce the amount of any sum received or receivable by Bank under this Note by an amount deemed by the Bank to be material,
then the undersigned shall pay to Bank, within fifteen (15) days of the undersigned’s receipt of written notice from Bank
demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A
certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to the undersigned, setting
forth the basis for determining such additional amount or amounts necessary to compensate Bank shall be conclusive and binding
for all purposes, absent manifest error.


 


20.        In
the event that any Change in Law affects or would affect the amount of capital or liquidity required or expected to be maintained
by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital or liquidity is increased by
or based upon the existence of any obligations of Bank hereunder or the maintaining of any Indebtedness hereunder, and such increase
has the effect of reducing the rate of return on Bank’s (or such controlling corporation’s) capital as a consequence
of such obligations or the maintaining of such Indebtedness hereunder to a level below that which Bank (or such controlling corporation)
could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy and liquidity),
then the undersigned shall pay to Bank, within fifteen (15) days of the undersigned’s receipt of written notice from Bank
demanding such compensation, additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any
increase in the amount of capital and/or liquidity and reduced rate of return which Bank reasonably determines to be allocable
to the existence of any obligations of the Bank hereunder or to maintaining any Indebtedness hereunder. A certificate of Bank as
to the amount of such compensation, prepared in good faith and in reasonable detail by the Bank and submitted by Bank to the undersigned,
shall be conclusive and binding for all purposes absent manifest error.


 






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21.
        This Note and any other indebtedness and liabilities of any kind of the undersigned
(or any of them) to the Bank, and any and all modifications, renewals or extensions of it, whether joint or several,
contingent or absolute, now existing or later arising, and however evidenced and whether incurred voluntarily or
involuntarily, known or unknown, or originally payable to the Bank or to a third party and subsequently acquired by Bank
including, without limitation, any late charges; loan fees or charges; overdraft indebtedness; costs incurred by Bank in
establishing, determining, continuing or defending the validity or priority of any security interest, pledge or other lien or
in pursuing any of its rights or remedies under any loan document (or otherwise) or in connection with any proceeding
involving the Bank as a result of any financial accommodation to the undersigned (or any of them); and reasonable costs and
expenses of attorneys and paralegals, whether inside or outside counsel is used, and whether any suit or other action is
instituted, and to court costs if suit or action is instituted, and whether any such fees, costs or expenses are incurred at
the trial court level or on appeal, in bankruptcy, in administrative proceedings, in probate proceedings or otherwise
(collectively “Indebtedness”), are secured by and the Bank is granted a security interest in and lien upon all
items deposited in any account of any of the undersigned with the Bank and by all proceeds of these items (cash or
otherwise), all account balances of any of the undersigned from time to time with the Bank, by all property of any of the
undersigned from time to time in the possession of the Bank and by any other collateral, rights and properties described in
each and every deed of trust, mortgage, security agreement, pledge, assignment and other security or collateral agreement
which has been, or will at any time(s) later be, executed by any (or all) of the undersigned to or for the benefit of the
Bank (collectively “Collateral”). Notwithstanding the above, (i) to the extent that any portion of the
Indebtedness is a consumer loan, that portion shall not be secured by any deed of trust or mortgage on or other security
interest in any of the undersigned’s principal dwelling or in any of the undersigned’s real property which is not
a purchase money security interest as to that portion, unless expressly provided to the contrary in another place, or (ii) if
the undersigned (or any of them) has (have) given or give(s) Bank a deed of trust or mortgage covering California real
property, that deed of trust or mortgage shall not secure this Note or any other indebtedness of the undersigned (or any of
them), unless expressly provided to the contrary in another place, or (iii) if the undersigned (or any of them) has (have)
given or give(s) the Bank a deed of trust or mortgage covering real property which, under Texas law, constitutes the
homestead of such person, that deed of trust or mortgage shall not secure this Note or any other indebtedness of the
undersigned (or any of them) unless expressly provided to the contrary in another place.


 


22.
        If (a) the undersigned (or any of them) or any guarantor under a guaranty of all or
part of the Indebtedness (“guarantor”) (i) fail(s) to pay this Note or any of the Indebtedness within five (5)
days of when due, by maturity, acceleration or otherwise, or fail(s) to pay any Indebtedness owing on a demand basis upon
demand, which failure remains uncured for five (5) days after written notice thereof; or (ii) fail(s) to comply with any of
the terms or provisions of any agreement between the undersigned (or any of them) or any guarantor and the Bank, and any such
failure continues beyond any applicable grace or cure period, if any, expressly provided with respect thereto; or (iii)
become(s) insolvent or the subject of a voluntary or involuntary proceeding in bankruptcy, or a reorganization, arrangement
or creditor composition proceeding, (if a business entity) cease(s) doing business as a going concern, (if a natural person)
die(s) or become(s) incompetent, (if a partnership) dissolve(s) or any general partner of it dies, becomes incompetent or
becomes the subject of a bankruptcy proceeding, or (if a corporation or a limited liability company) is the subject of a
dissolution, merger or consolidation; or (b) any warranty or representation made by any of the undersigned or any guarantor
in connection with this Note or any of the Indebtedness shall be discovered to be untrue or incomplete; or (c) there is any
termination, notice of termination, or breach of any guaranty, pledge, collateral assignment or subordination agreement
relating to all or any part of the Indebtedness; or (d) there is any failure by any of the undersigned or any guarantor to
pay when due any of its indebtedness (other than to the Bank) or in the observance or performance of any term, covenant or
condition in any document evidencing, securing or relating to such indebtedness; or (e) the Bank deems itself insecure,
believing that the prospect of payment or performance of this Note or any of the Indebtedness is impaired or shall fear
deterioration, removal or waste of any of the Collateral; or (f) there is filed or issued a levy or writ of attachment or
garnishment or other like judicial process upon the undersigned (or any of them) or any guarantor or any of the Collateral,
including, without limit, any accounts of the undersigned (or any of them) or any guarantor with the Bank; then the Bank,
upon the occurrence and at any time during the continuance or existence of any of these events (each a
 “Default”), may, at its option and without prior notice to the undersigned (or any of them), cease advancing
money or extending credit to or for the benefit of the undersigned under this Note or any other agreement between the
undersigned and Bank, terminate this Note as to any future liability or obligation of Bank, but without affecting
Bank’s rights and security interests in any Collateral and the Indebtedness of the undersigned to Bank, declare any or
all of the Indebtedness to be immediately due and payable (notwithstanding any provisions contained in the evidence of it to
the contrary), sell or liquidate all or any portion of the Collateral, set off against the Indebtedness any amounts owing by
the Bank to the undersigned (or any of them), charge interest at the default rate provided in the document evidencing the
relevant Indebtedness and exercise any one or more of the rights and remedies granted to the Bank by any agreement with the
undersigned (or any of them) or given to it under applicable law. In addition, if this Note is secured by a deed of trust or
mortgage covering real property, then the trustor or mortgagor shall not mortgage or pledge the mortgaged premises as
security for any other indebtedness or obligations. This Note, together with all other indebtedness secured by said deed of
trust or mortgage, shall become due and payable immediately, without notice, at the option of the Bank, (a) if said trustor
or mortgagor shall mortgage or pledge the mortgaged premises for any other indebtedness or obligations or shall convey,
assign or transfer the mortgaged premises by deed, installment sale contract or other instrument, or (b) if the title to the
mortgaged premises shall become vested in any other person or party in any manner whatsoever, or (c) if there is any
disposition (through one or more transactions) of legal or beneficial title to a controlling interest of said trustor or
mortgagor.


 






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23.        The
undersigned hereby expressly acknowledge(s) and agree(s) that this Note is a demand note
and matures upon issuance, and that the Indebtedness hereunder shall be payable upon demand (unless earlier payment is required
in accordance with the terms and conditions of this Note), and that Bank may, at any time in its sole and absolute discretion,
without notice and without reason and whether or not any Default shall have occurred and/or exist under this Note, without notice,
demand that this Note and the Indebtedness hereunder be immediately paid in full. The Bank may from time to time make demand for
partial payments under this Note and these demands shall not preclude the Bank from demanding at any time that this Note be immediately
paid in full. The demand nature of this Note shall not be deemed to be modified, limited or otherwise affected by the fact that
all or any part of the Indebtedness outstanding hereunder may be bearing interest at an Applicable Interest Rate based upon the
LIBOR-based Rate or by the fact that LIBOR-based Rates shall have Interest Periods applicable thereto, and Bank may make demand
for payment of all or any part of such Indebtedness at any time prior to the last day of any such Interest Period, in each case,
in Bank’s sole and absolute discretion. Further, the demand nature of this Note shall not be deemed to be modified, limited
or otherwise affected by any reference to any Default in this Note, and to the extent that there are any references to any Default(s)
hereunder, such references are for the purpose of permitting Bank to accelerate any Indebtedness not on a demand basis and to receive
interest at the applicable default rate provided in the document evidencing the relevant Indebtedness. 


 


24.        The
undersigned authorize(s) the Bank to charge any account(s) of the undersigned (or any of them) with the Bank for any and all sums
due hereunder when due; provided, however, that such authorization shall not affect any of the undersigned’s
obligation to pay to the Bank all amounts when due, whether or not any such account balances that are maintained by the undersigned
with the Bank are insufficient to pay to the Bank any amounts when due, and to the extent that such accounts are insufficient to
pay to the Bank all such amounts, the undersigned shall remain liable for any deficiencies until paid in full.


 


25.        If
this Note is signed by two or more parties (whether by all as makers or by one or more as an accommodation party or otherwise),
the obligations and undertakings under this Note shall be that of all and any two or more jointly and also of each severally. This
Note shall bind the undersigned, and the undersigned’s respective heirs, personal representatives, successors and assigns.


 


26.
        The undersigned waive(s) 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
Section 3-605 of the Uniform Commercial Code and waive(s) all other suretyship defenses or right to discharge. The
undersigned agree(s) that the Bank has the right to sell, assign, or grant participations or any interest in, any or all of
the Indebtedness, and that, in connection with this right, but without limiting its ability to make other disclosures to the
full extent allowable, the Bank may disclose all documents and information which the Bank now or later has relating to the
undersigned or the Indebtedness. The undersigned 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.


 






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27.        The
undersigned agree(s) to pay or reimburse to Bank, or any other holder or owner of this Note, on demand, any and all costs and expenses
of Bank (including, without limit, court costs, legal expenses and reasonable attorneys’ fees, whether inside or outside
counsel is used, whether or not suit is instituted, and, if suit is instituted, whether at the trial court level, appellate level,
in a bankruptcy, probate or administrative proceeding or otherwise) incurred in connection with the preparation, execution, delivery,
amendment, administration, and performance of this Note and the related documents, or incurred in collecting or attempting to collect
this Note or the Indebtedness, or incurred in any other matter or proceeding relating to this Note or the Indebtedness.


 


28.        The
undersigned acknowledge(s) and agree(s) that there are no contrary agreements, oral or written, establishing a term of this Note
and agree(s) that the terms and conditions of this Note may not be amended, waived or modified except in a writing signed by an
officer of the Bank expressly stating that the writing constitutes an amendment, waiver or modification of the terms of this Note.
As used in this Note, the word “undersigned” means, individually and collectively, each maker, accommodation party,
endorser and other party signing this Note in a similar capacity. If any provision of this Note is unenforceable in whole or part
for any reason, the remaining provisions shall continue to be effective. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.


 


29.        For
the purposes of this Note, the following terms have the following meanings:


 


“Advance”
means a borrowing requested by the undersigned and made by Bank under this Note, including any refunding of an outstanding Advance
as the same type of Advance or, to the extent applicable, the conversion of any such outstanding Advance to another type of Advance.


 


“Applicable Interest
Rate” means the LIBOR-based Rate plus the Applicable Margin or (subject to the terms of this Note) the Prime Referenced Rate
plus the Applicable Margin, as selected by the undersigned from time to time or as otherwise determined in accordance with the
terms and conditions of this Note.


 


“Applicable Margin”
means four percent (4.0%) per annum.


 


“Business Day”
means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute
or regulation, on which Bank is open for all or substantially all of its domestic and international business (including dealings
in foreign exchange) in Detroit, Michigan, and, in respect of notices and determinations relating to LIBOR-based Advances, the
LIBOR-based Rate and the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the
London interbank market and on which banks are open for business in London, England.


 


“Change in
Law” means the occurrence, after the date hereof, of any of the following: (i) the adoption or introduction of, or any
change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether
or not applicable to Bank on such date, or (ii) any change in interpretation, administration or implementation thereof of any
such law, treaty, rule or regulation by any Governmental Authority, or (iii) the issuance, making or implementation by any
Governmental Authority of any interpretation, administration, request, regulation, guideline, or directive (whether or not
having the force of law), including, without limitation, any risk-based capital guidelines or any interpretation,
administration, request, regulation, guideline, or directive relating to liquidity. For purposes of this definition, (x) a
change in law, treaty, rule, regulation, interpretation, administration or implementation shall include, without limitation,
any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or
implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule,
regulation, interpretation, administration or implementation, and (y) the Dodd-Frank Wall Street Reform and Consumer
Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or
directives promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in Law”,
regardless of the date enacted, adopted, issued or promulgated, whether before or after the date hereof, and (z) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case
pursuant to Basel III, shall each be deemed to be a “Change in Law”, regardless of the date enacted, adopted,
issued or implemented.


 






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“Daily Adjusting
LIBOR Rate” means, for any day, a per annum interest rate which is equal to the quotient of the following:


 


(a)               
for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for
a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service
at or about 11:00 a.m. (London, England time) (or as soon thereafter as practical) on such day, or if such day is not a Business
Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial
Markets Information Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for such day
shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably
selected by Bank, or, in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such day shall, instead,
be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan
time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business
Day, in the interbank eurodollar market in an amount comparable to the applicable principal amount of Indebtedness outstanding
hereunder and for a period equal to one (1) month; 


 


divided by


 


(b)               
1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain reserves on
 “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve
System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category
of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at
which such reserves are required to be maintained on such category; 


  


provided, however, and notwithstanding
anything to the contrary set forth in this Note, if at any time the Daily Adjusting LIBOR Rate determined as provided above would
be less than one percent (1.0%), then the Daily Adjusting LIBOR Rate shall be deemed to be one percent (1.0%) per annum for all
purposes of this Note. Each calculation by Bank of the Daily Adjusting LIBOR Rate shall be conclusive and binding for all purposes,
absent manifest error.


 


“Governmental
Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including,
without limitation, any supranational bodies such as the European Union or the European Central Bank).


 


“Interest
Period” means, with respect to a LIBOR-based Advance, a period of one (1) month, two (2) months, or three (3) months,
as selected by the undersigned (and which period is acceptable to Bank in its sole discretion), or as otherwise determined
pursuant to and in accordance with the terms of this Note, commencing on the day a LIBOR-based Advance is made or the day an
Advance is converted to a LIBOR-based Advance or the day an outstanding LIBOR-based Advance is refunded or continued as
another LIBOR-based Advance for an applicable Interest Period, provided that any Interest Period which would otherwise end on
a day which is not a Business Day shall be extended to the next succeeding Business Day, except that if the next succeeding
Business Day falls in another calendar month, the Interest Period shall end on the next preceding Business Day, and when an
Interest Period begins on a day which has no numerically corresponding day in the calendar month during which such Interest
Period is to end, it shall end on the last Business Day of such calendar month. In the event that any LIBOR-based Advance is
at any time refunded or continued as another LIBOR-based Advance for an additional Interest Period, such Interest Period
shall commence on the last day of the preceding Interest Period then ending.


 






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“LIBOR-based
Advance” means an Advance of which the Applicable Interest Rate is based on the LIBOR-based Rate.


 


“LIBOR-based
Rate” means a per annum interest rate which is equal to the quotient of the following:


 


(a) the LIBOR Rate;


 


divided by


 


(b) 1.00 minus the
maximum rate (expressed as a decimal) during such Interest Period at which Bank is required to maintain reserves on “Euro-currency
Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such
regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which
includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves
are required to be maintained on such category.


 


“LIBOR Lending
Office” means Bank’s office located in the Cayman Islands, British West Indies, or such other branch of Bank, domestic
or foreign, as it may hereafter designate as its LIBOR Lending Office by notice to the undersigned.


 


“LIBOR Rate”
means, with respect to any Indebtedness outstanding under this Note bearing interest on the basis of the LIBOR-based Rate, the
per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to the
relevant Interest Period for such Indebtedness, commencing on the first day of such Interest Period, appearing on Page BBAM of
the Bloomberg Financial Markets Information Service at or about 11:00 a.m. (London, England time) (or as soon thereafter as practical),
two (2) Business Days prior to the first day of such Interest Period. In the event that such rate does not appear on Page BBAM
of the Bloomberg Financial Markets Information Service (or otherwise on such Service), the “LIBOR Rate” shall be determined
by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or,
in the absence of such other service, the “LIBOR Rate” shall, instead, be determined based upon the average of the
rates at which Bank is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical),
two (2) Business Days prior to the first day of such Interest Period in the interbank eurodollar market in an amount comparable
to the principal amount of the respective LIBOR-based Advance which is to bear interest on the basis of such LIBOR-based Rate and
for a period equal to the relevant Interest Period; provided, however, and notwithstanding anything to the contrary
set forth in this Note, if at any time the LIBOR Rate determined as provided above would be less than one percent (1.0%), then
the LIBOR Rate shall be deemed to be one percent (1.0%) per annum for all purposes of this Note. Each calculation by Bank of the
LIBOR Rate shall be conclusive and binding for all purposes, absent manifest error.


 


“Loan Amount”
means the face amount of this Note as set forth at the top of Page 1 hereof.


 


“Prime Rate”
means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time,
which rate is not necessarily the lowest rate on loans made by Bank at any such time.


 






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“Prime
Referenced Rate” means, for any day, a per annum interest rate which is equal to the Prime Rate in effect on such day,
but in no event and at no time shall the Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for
such day plus two and one-half percent (2.50%) per annum. If, at any time, Bank determines that it is unable to determine or
ascertain the Daily Adjusting LIBOR Rate for any day, the Prime Referenced Rate for each such day shall be the Prime Rate in
effect at such time, but not less than two and one-half percent (2.50%) per annum.


 


“Request for
Advance” means a Request for Advance issued by the undersigned under this Note in the form annexed to this Note as Exhibit
 “A”.


 


30.              
No delay or failure of Bank in exercising any right, power or privilege hereunder shall affect such right, power or privilege,
nor shall any single or partial exercise thereof preclude any further exercise thereof, or the exercise of any other power, right
or privilege. The rights of Bank under this Note are cumulative and not exclusive of any right or remedies which Bank would otherwise
have, whether by other instruments or by law.


 


31.              
THE UNDERSIGNED AND BANK, BY ACCEPTANCE OF THIS NOTE, ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE,
BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING
HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY
RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS NOTE
OR THE INDEBTEDNESS. This Note amends, restates, supersedes and replaces that certain Master Revolving Note dated as of February
2, 2018, made in the principal amount of One Million and 00/100 Dollars ($1,000,000.00) by the undersigned payable to the Bank,
as amended (the “Prior Note”); provided, however, (i) the execution and delivery by the undersigned of this Note shall
not, in any manner or circumstance, be deemed to be a payment of, a novation of or to have terminated, extinguished or discharged
any of the undersigned’s indebtedness evidenced by the Prior Note, all of which indebtedness shall continue under and shall
hereinafter be evidenced and governed by this Note, and (ii) all Collateral and guaranties securing or supporting the Prior Note
shall continue to secure and support this Note.


 


32.              
This Note amends, restates, supersedes and replaces that certain Master Revolving Note dated as of February 2, 2018, made
in the principal amount of One Million and 00/100 Dollars ($1,000,000.00) by the undersigned payable to the Bank, as amended (the
 “Prior Note”); provided, however, (i) the execution and delivery by the undersigned of this Note shall not, in any
manner or circumstance, be deemed to be a payment of, a novation of or to have terminated, extinguished or discharged any of the
undersigned’s indebtedness evidenced by the Prior Note, all of which indebtedness shall continue under and shall hereinafter
be evidenced and governed by this Note, and (ii) all Collateral and guaranties securing or supporting the Prior Note shall continue
to secure and support this Note.


 


[Signature Page Follows]


  



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This Note is dated and shall be effective as of the date set
forth above.


 


	ADDRESS	BORROWER
	 	 	 
	80 Red Schoolhouse Road	BHT FINANCIAL LLC
	Chestnut Ridge, New York 10977	 	 
	 	By:	BioHiTech Global, Inc.
	 	Its:	Member
	 	 	 
	 	 	By:	      
	 	 	Name: Brian C. Essman
	 	 	Title: Chief Financial Officer


  



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