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Line of Credit Promissory Note

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Line of Credit Promissory Note LINE OF CREDIT PROMISSORY NOTE $500.000.00 April 17. 2018 Loan Amount Date FOR VALUE RECEIVED, the undersigned makers PFMAN LLC, a Florida limited liability company and ORBITAL TECHNOLOGIES, INC., a Delaware corporation (collectively, the "Maker") jointly and severally hereby promise to pay to the order of HARDEE COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the "Lender"), at its offices located at 107 East Main Street, Wauchula, Florida 33873, or at such other place as the holder hereof may from time to time designate in writing, in collected funds or U.S. legal tender, the sum specified in this Promissory Note (the "Note"), the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), or such lesser amount outstanding at maturity (the "Principal"), together with interest accrued from the date hereof on the unpaid principal balance at the interest rate or rates per annum set forth herein under Section 3, and any other amounts due in accordance with the terms specified in this Note. The undersigned Maker also promises to pay (i) late charges, fees, and other charges as specified herein, and (ii) the cost of all fees paid or to be paid to public officials for recording, perfecting, maintaining, canceling and/or releasing any security interest in any Collateral securing this Note. This Note is referred to in, and was executed and delivered in connection with, a certain Security Agreement, dated April 17, 2018, by and among the Maker and Lender (the "Security Agreement"). Maker covenants and agrees as follows: 1. PRINCIPAL. This Note evidences a revolving line ofcredit. Prior to an Event ofDefault (as defined in Section 9), Maker may borrow, repay, and reborrow hereunder, provided, however, the total outstanding principal balance shall not exceed FIVE HUNDRED THOUSAND DOLLARS ($500.000.00) at any time. If at any time the aggregate principal balance outstanding under this Note shall exceed FIVE HUNDRED THOUSAND DOLLARS ($500.000.00), Maker shall immediately upon demand pay the amount necessary to bring the outstanding balance under FIVE HUNDRED THOUSAND DOLLARS ($500.000.00). Subject to the terms of this Note, Lender shall make advances to Maker from time to time up to, but not including April 15, 2019, upon receipt of a written request of Maker. Maker shall use the proceeds of principal advances under this Note (an "Advance") in accordance with the budget attached as Schedule A, agreed to by and between Maker and Lender, as amended from time to time (the "Budget"). All requests for Advances shall be in writing and shall (i) specify the proposed date for the making of the applicable Advance, which date must be a business day and which request shall not be made more frequently than every seven (7) days (unless otherwise agreed to by Lender); (ii) specify the approximate principal amount ofthe applicable Advance to be made and the invoice or Budget category to which such Advance is intended to be paid or allocated; and (iii) be accompanied by a copies of paid invoices and/or receipts for all amounts previously Advanced under this Note for which proof of payment has not previously been received by Lender, along with such other due diligence and supporting information as Lender may reasonably request from time to time. All Advances are subject to, and limited by, the Availability. "Availability" shall mean with respect to any Advance, an amount which is equal to FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) minus the then outstanding principal balance of this Note. Maker agrees to be liable for all sums either (a) advanced in accordance with the instructions of an authorized person ofany one Maker; or (b) credited to any of Maker's accounts with Lender. The unpaid Principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (a) Maker or any guarantor is in default under the terms ofthis Note or any agreement that Maker or any guarantor has with Lender, including any agreement made in connection with the signing of this Note; (b) Maker or any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor's guarantee or this Note or any other loan with Lender; (c) Maker has applied funds provided pursuant to this Note for purposes other than those authorized by Lender; (d) an Event of Default has occurred, or (e) Lender in good faith believes itself insecure. 2. TERM. Principal, plus any accrued interest not otherwise scheduled under this Note shall be due and payable in full at maturity on April17, 2019 (the "Maturity Date"). 3. INTEREST RATE. Interest shall accrue on the outstanding principal balance at the simple, fixed interest rate of six percent (6%) percent per annum, compounded annually, until all Principal, and any accrued interest, is paid in full. Interest shall be calculated on an "actual/360" daily simple interest basis, which is determined by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number ofdays the principal balance is outstanding. 4. PAYMENTS. a. Pavment of Interest. Maker shall pay all accrued interest quarterly beginning July 17, 2018 and continuing on the 17th day of each October, January and April thereafter, with one final payment ofall remaining interest due on the Maturity Date. b. Payment of Principal. Maker shall pay the Principal in full at the Maturity Date, along with any accrued and unpaid interest. c. Prepayment. This Note may be prepaid in part or in full at any time without penalty. Any partial prepayment will not, unless permitted by Lender, relieve Maker of Maker's obligation to continue making payments as and when due under the terms ofthis Note. Except as otherwise required by applicable law, all loan fees and other prepaid finance charges are earned 2 fully as of the date of this Note and will not be subject to refund upon early payment (whether voluntary or as a result ofa default). d. Returned Payments. Any item delivered to Lender as payment hereunder which is returned or charged back to Lender shall (i) be considered as not having been received by Lender, and (ii) entitle Lender to charge Maker a fee for each such returned or charged back item. e. Application of Payments. Lender shall apply payments to this Note as of the business day Lender receives U.S. legal tender or collected funds. U.S. legal tender shall be deemed received on the Lender's business day when received. Collected funds shall be deemed received on Lender's business day when cleared or otherwise irrevocably available to Lender. Lender's "business day" shall mean a day other than a Saturday, Sunday or legal holiday in the State of Florida. Payments received will be applied in the following order: (i) unpaid interest accrued to the date of payment or the date payment is due (at Lender's option); (ii) the unpaid principal component of any payment due; (iii) any unpaid late charges, collection costs and other charges due; and (iv) unpaid principal. If Maker fails to make any installment payment within ten (1 0) days after it is due, then, in accordance with the foregoing order, subsequent payments received shall be applied first to the past due balance in the order in which the installments were due. 5. LATE CHARGE. For any payment required to be paid under this Note which is past due for ten (10) days or more from the date it is due, there will be a late charge of the greater of (a) five percent (5%) of any unpaid portion of any payment or (b) $100.00, whichever is more. Lender may, to the extent permitted by applicable law, impose a separate late charge for each subsequent installment that becomes ten ( 10) days or more past due. 6. TAXES. Maker agrees to pay promptly, indemnify and hold Lender harmless from any and all taxes and other liabilities with respect to or resulting from this Note or any advances made pursuant to this Note, including documentary stamp and intangible taxes. 7. INTEREST AFTER DEFAULT. After an Event of Default occurs (including failure to pay at Maturity), Lender may, at its option and without notice to any obligor (except for any notice required by applicable law), increase the interest rate on this Note to the highest rate permitted by Florida law ("default rate"). However, (a) the default rate shall never exceed the maximum interest rate permitted by applicable law, and (b) Lender will not increase the interest rate to a default rate if doing so is prohibited by applicable law. If the default is subsequently cured, Lender may, at its option and without notice to any obligor, reduce the interest rate on this Note to the rate that would then have applied had no Event of Default occurred. Interest shall accrue on any judgment relating to the collection of this Note at the maximum rate permitted by Florida law. 3 8. WAIVERS. To the extent permitted by law, each obligor on this Note (whether Maker, accommodation Maker, guarantor or endorser) hereby (a) waives notice of delinquency, notice of default, notice of intent to accelerate, notice of acceleration, demand for payment, presentment for payment, notice of protest, protest, notice of nonpayment, and notice of dishonor; (b) agrees that any extension of time for the payment of this Note shall not release or reduce the liability of any obligor, and further waives all notice of each such extension; and (c) the amendment, modification, extension, renewal, increase, or consolidation ofthis Note, any Security Instrument or any of the other Loan Documents, and each obligor waives notice of each such release, settlement, compromise, taking, substitution, exchange, impairment, waiver, surrender, amendment, modification, extension, renewal, increase, or consolidation.
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