Exhibit 99.1

THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH SAID SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

UNITED STATES OF AMERICA
STATE OF ALABAMA
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MONTGOMERY
INDUSTRIAL DEVELOPMENT REVENUE BOND
(KINPAK INC. PROJECT) SERIES 2017

THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MONTGOMERY (the “Issuer”), a public corporation created and existing under the laws of the State of Alabama (the “State”), for value received, promises to pay, solely from the sources and in the manner hereinafter provided, to Regions Capital Advantage, Inc., Birmingham, Alabama (the “Lender”), or registered assigns, the principal amount of

FOUR MILLION FIVE HUNDRED THOUSAND and 00/100 DOLLARS

($4,500,000.00)

and to pay interest (computed on the basis of a 360-day year and the actual number of days elapsed) at the rate of three and seven one-hundredths per centum (3.07%) per annum (as the same may be adjusted as hereinafter provided, the “Applicable Rate”) on said principal amount from time to time outstanding from the most recent date to which interest shall have been paid or duly provided for or, if no interest shall have been paid or duly provided for, from the dated date hereof (the “Issue Date”).

This Bond shall be payable in one hundred eighteen (118) monthly installments of principal and interest, each such installment equalling Thirty-One Thousand Three Hundred Twenty-Three and 60/100 DOLLARS ($31,323.60), due on the first day of each month commencing on November 1, 2017 and ending (unless sooner redeemed or otherwise paid in full) on August 1, 2027; and thereafter (unless sooner redeemed or otherwise paid in full) in one final installment, due on September 1, 2027, equal to the then-outstanding principal amount hereof together with accrued interest thereon; provided, however, that if any such payment date is not a Business Day (as hereinafter defined), payment shall be due on the Business Day next succeeding the scheduled date, in the same amount due, and with the same force and effect as if made, on the scheduled date.

The principal of and interest on this Bond are payable in lawful money of the United States of America to the person or persons in whose name this Bond (or one or more predecessor bonds) is registered (the “Holder”) on the records for this issue (the “Register”) maintained by the Company (as hereinafter defined) on behalf of the Issuer, at the address appearing therein. The Lender is the initial Holder hereof.

The Applicable Rate is subject to adjustment (a) upon the occurrence of an Event of Default, to the Default Rate; and (b) upon a Determination of Taxability, to the Taxable Rate, such adjustment to take effect on and as of the date specified in said Determination as the date on which interest on the Bonds became Taxable; as all such capitalized terms are hereinafter defined. Additionally, upon a Determination of Taxability there shall be payable hereunder to the Holder all interest, penalties, additions to federal income tax, costs, expenses, attorneys’ fees and other losses paid or payable by the Holder as a result of its failure to include interest on the Bonds in computing its gross income for federal income tax purposes.

Definitions

“Act” means Article 4, Chapter 54, Title 11, Code of Alabama 1975, as amended.

“Bond Resolution” means the Resolution of the Issuer adopted September 21, 2017 authorizing issuance of the Bonds and execution and delivery of the Lease, the Mortgage, and other Bond-related documents.

“Bond Service Charges” means, for any period or payable at any time, (a) the principal and interest due on the Bonds then outstanding for that period or payable at that time, and (b) any other charges payable under or in respect of the Bonds, including upon a Determination of Taxability.

“Business Day” means any day other than (i) a Saturday, Sunday or legal holiday, or (ii) a day on which banking institutions are closed as authorized or obligated by law or executive order in effect in the city in which the principal office of the Holder is located.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means KINPAK INC., an Alabama corporation, its successors and assigns.

“Default Rate” means an interest rate per annum equal to the lesser of (a) the maximum rate permitted by law, or (b) the Applicable Rate plus three per cent (3%).

“Determination of Taxability” means receipt by the Issuer, the Company or the Lender of a written determination from the United States Treasury Department, the Internal Revenue Service or similar governmental entity to the effect that interest on the Bonds is Taxable.

“Event of Default” means an Event of Default under and as defined in the Lease or the Mortgage.

“Existing Facilities” means the existing manufacturing facilities located at 2780 Gunter Park Drive East, Montgomery, Alabama, titled in the name of the Issuer and leased to and used by the Company for the manufacture of aftermarket products for consumer marine, recreational vehicle and automotive markets.

“Guaranty” means the Guaranty Agreement dated as of September 1, 2017 from the Company’s parent corporation and its parent’s other consolidated subsidiaries to the Lender, its successors and assigns.

“Lease” means the Second Restated Lease Agreement dated as of September 1, 2017 between the Issuer as lessor and the Company as lessee, as the same may hereafter be amended and supplemented.

“Mortgage” means the Mortgage, Security Agreement and Assignment of Rents and Leases dated as of September 1, 2017 from the Issuer and the Company to the Lender, its successors and assigns.

“Project” means the Existing Facilities as expanded and improved by the 2017 Project.

“Taxable” means, when used in reference to the Bonds, that interest thereon is includable in the gross income of any Holder thereof for any reason other than the fact that such Holder is a “substantial user” of the Project or a “related person” as those terms are used in Section 147(a) of the Code. Interest on the Bonds shall not be deemed “Taxable” because interest is includable in any calculation of income for purposes of any alternative minimum tax, any foreign branch profits tax or any other type of taxation other than the regular federal tax imposed on gross income.

“Taxable Rate” means an interest rate per annum equal to the lesser of (a) the maximum rate permitted by law, or (b) that rate which would provide the Holder with an after-tax yield on the then-outstanding principal amount of the Bonds equal to the after-tax yield the Holder would have received, had no Determination of Taxability occurred.

“2017 Project” means a “project”, within the meaning of the Act, consisting of (1) the construction of an approximately 85,000 square-foot addition to the Existing Facilities, and (2) the acquisition and installation within said addition and the Existing Facilities of new and additional machinery and equipment.

In General

This Bond constitutes the duly authorized issue of Bonds limited in aggregate principal amount to $4,500,000 (the “Bonds”) issued for the purpose of paying or reimbursing part of the costs of constructing and equipping the 2017 Project. The Bonds are issuable only as a single fully-registered instrument in denomination equal to the principal amount thereof from time to time outstanding, and are transferable in the manner, subject to the limitations and upon payment of the charges provided in the Bond Resolution.

The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State, in particular the Act, and pursuant to the Bond Resolution. The Bonds are limited obligations of the Issuer and are payable solely out of the revenues and receipts derived from the leasing or sale of the Project. Rentals payable under the Lease and other payments sufficient for the prompt payment when due of the Bond Service Charges on the Bonds are to be paid to the Holder for the account of the Issuer and have been duly pledged for that purpose. Reference is hereby made to the Bond Resolution for the provisions, among others, with respect to the rights, duties and obligations of the Issuer and the terms upon which the Bonds are issued and secured, to all of which provisions each Holder, by acceptance hereof, hereby assents.

THIS BOND IS SOLELY AND EXCLUSIVELY AN OBLIGATION OF THE ISSUER, PAYABLE AS AFORESAID, AND DOES NOT AND SHALL NOT CREATE AN OBLIGATION OR DEBT OF THE STATE OR OF ANY COUNTY THEREOF OR OF THE CITY OF MONTGOMERY, ALABAMA. No recourse shall be had for the payment of the principal of or interest on this Bond or for any claim based hereon or upon any obligation, covenant or agreement contained in the Mortgage or the Lease against any incorporator of the Issuer, or against any past, present or future officer, employee or member of the Board of Directors of the Issuer or of any successor corporation, as such, either directly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such incorporators, officers, employees or members of the Board of Directors as such is hereby expressly waived and released as a condition of and in consideration for the issuance of the Bonds.

The Bonds are payable out of the revenues and receipts derived from the leasing or sale of the Project and are secured and entitled to the protection given by the Mortgage. The Bonds are additionally secured by the Guaranty. Copies of the Mortgage, the Lease and the Guaranty are on file at the principal office of the Issuer.

Redemption Provisions

The Bonds are subject to optional redemption by the Issuer, at the direction of the Company, in whole or in part on any date, at a redemption price equal to 100% of the principal amount thereof to be so redeemed plus accrued interest to the redemption date. If the Bonds are redeemed in part, such redemption shall be made in multiples of $5,000 and shall be applied in inverse order of the maturing installments of principal of the Bonds.

The notice of the call for redemption of Bonds shall identify (i) the principal amount of the Bonds to be redeemed, (ii) the redemption price to be paid, (iii) the date fixed for redemption, and (iv) the place where the amount due upon redemption is payable. The Company shall, on behalf of the Issuer, give written notice by first-class mail, postage prepaid, of any redemption not more than thirty (30) nor fewer than ten (10) Business Days prior to the date fixed for redemption, to the Holder at the Holder’s address shown on the Register as of the 15th day preceding that mailing. Upon a partial redemption, the Holder shall surrender this Bond at the place specified in the redemption notice, against payment of the redemption price therefor, and shall receive a new Bond in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate as, the Bond surrendered.

Miscellaneous

In certain events, on the conditions, in the manner and with the effect set forth in the Mortgage, the principal of all the Bonds secured by the Mortgage and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon, and the same shall be due and payable on the date specified by the Holder in the notice of such declaration. Modifications, alterations or supplements of the Mortgage may be made only to the extent and in the circumstances permitted by the Mortgage.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of the Bonds, together with all other obligations of the Issuer, does not exceed or violate any constitutional or statutory limitation.

IN WITNESS OF THE ABOVE, The Industrial Development Board of the City of Montgomery has caused this Bond to be executed in its name by the manual signature of the Chairman of its Board of Directors and attested by the manual signature of its Secretary, and its corporate seal to be affixed or impressed hereon, all as of September 26 , 2017 (the "Issue Date").

T he following abbreviations, when used in the inscription on this Bond or in the Assignment below, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right

of survivorship and not as

tenants in common and not as

community property

UNIF TRAN MIN ACT - ___________ Custodian ___________

(Custodian)                        (Minor)

under Uniform Transfers to Minors Act ___________

    (State)

Additional abbreviations may also be used although not in the above list.

ASSIGNMENT

For value received, the undersigned hereby sells, assigns and transfers unto _________________________ the within Bond and irrevocably constitutes and appoints _____________________ attorney to transfer that Bond on the books kept for registration thereof, with full power of substitution in the premises.

Medallion Number: __________________________________________________________  

*Signature(s) must be guaranteed by an eligible guarantor institution which is a member of a recognized signature guarantee program, i.e., Securities Transfer Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP), or New York Stock Exchange Medallion Signature Program (MSP).

7

Exhibit 99.2

SECOND RESTATED LEASE AGREEMENT

between

THE INDUSTRIAL DEVELOPMENT BOARD OF THE
CITY OF MONTGOMERY

and

KINPAK INC.

Relating to

The Industrial Development Board of the
City of Montgomery

$4,500,000 Industrial Development Revenue Bonds

(KINPAK INC. Project) Series 2017

Dated
as of

September 1, 2017

Roy S. Goldfinger, P.C.

Montgomery, Alabama

Bond Counsel

THIS INSTRUMENT RESTATES AND REPLACES IN THEIR ENTIRETY THAT CERTAIN RESTATED LEASE AGREEMENT DATED AS OF DECEMBER 1, 1996 BETWEEN THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MONTGOMERY (THE “IDB”) AS LESSOR AND KINPAK INC. AS LESSEE AND RECORDED IN THE OFFICE OF THE JUDGE OF PROBATE OF MONTGOMERY COUNTY, ALABAMA, IN RLPY BOOK 1718, PAGE 621, AS HERETOFORE AMENDED AND SUPPLEMENTED BY A FIRST SUPPLEMENTAL LEASE AGREEMENT DATED AS OF MARCH 1, 1997 AND RECORDED IN RLPY 1739, PAGE 205, A SECOND SUPPLEMENTAL LEASE AGREEMENT DATED AS OF JULY 1, 2002 AND RECORDED IN RLPY 2448, PAGE 18, AND A THIRD SUPPLEMENTAL LEASE AGREEMENT DATED AS OF JUNE 1, 2017 AND RECORDED IN RLPY 4970, PAGE 192, ALL BETWEEN THE IDB AND KINPAK.

SECOND RESTATED LEASE AGREEMENT
BETWEEN
THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MONTGOMERY
AND
KINPAK INC.

STATE OF ALABAMA      )

MONTGOMERY COUNTY      )

SECOND RESTATED LEASE AGREEMENT

This SECOND RESTATED LEASE AGREEMENT (as the same may hereafter be amended or supplemented, this “Lease”) made and entered into as of September 1, 2017, between THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MONTGOMERY, its successors and assigns (the “IDB”), a public corporation organized under the laws of the State of Alabama (the “State”), and KINPAK INC:, an Alabama corporation, its successors and assigns (the “Company”), under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals being used therein as defined in Article •I hereof):

A. The IDB has been heretofore organized under and is authorized by the Act to acquire, enlarge, improve, expand, own, lease, and dispose of properties to the end that the IDB may be able to promote industry and develop trade by inducing manufacturing, industrial, commercial and research enterprises to locate in the State, or to enlarge and expand existing enterprises, or both, and further the use of the agricultural products and natural resources of the State.

B. The Company leases the Existing Facilities from the IDB pursuant to the documents referenced on the cover page hereof (herein, collectively, the “Prior Lease”). The Existing Facilities are situated on the Leased Realty, as described in Exhibit A hereto.

C. The Company has heretofore expressed to the IDB its desire to expand and improve the Existing Facilities by constructing and equipping the 2017 Project. In response, the IDB has heretofore granted tax abatements and other incentives in respect of the 2017 Project and has adopted the Declaration Resolution.

D. The IDB has now adopted the Bond Resolution providing for the issuance of the Bonds, in connection with which the parties agree it is sensible and efficient to enter into this Lease to restate and replace in their entirety the documents constituting the Prior Lease.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties to this Lease hereby formally covenant, agree and bind themselves as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. In addition to the words and terms elsewhere defined in this Lease (including in the recitals hereto) or by reference to the Mortgage or other document, unless the context or use clearly indicates another or different meaning or intent:

“Abatement Agreement” means the Abatement Agreement made and entered into as of February 16, 2017 between the IDB and the Company, as herein amended, confirming a grant by the IDB, in respect of the 2017 Project, of tax abatements under State law.

“Abatement Period” means a period ending on the tenth (10th) anniversary of the Issue Date.

“Act” means Article 4, Chapter 54, Title 11, Code of Alabama 1975, as amended.

“Act of Bankruptcy” means the filing of a petition in bankruptcy (or other commencement of a bankruptcy or similar proceeding) by or against the Company or Bio-Chem under any applicable bankruptcy, reorganization, insolvency or other similar law now or hereafter in effect.

“Affiliate” means, as to any Person, any other Person that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, that Person.

“Basic Rent” means that portion of the Rentals payable under Section 3.3 of this Lease in the amounts and at the times sufficient to pay Bond Service Charges on the Bonds.

“Bio-Chem” means Ocean Bio-Chem, Inc., a Florida corporation, its successors and assigns, of which the Company is a wholly-owned subsidiary.

“Bond” or “Bonds” means, individually or collectively, as the context may require, the Industrial Development Revenue Bonds (KINPAK INC. Project) Series 2017 of the IDB in the principal amount of $4,500,000.

“Bond Counsel” means Roy S. Goldfinger, P.C., Montgomery, Alabama, or any other attorney or firm of attorneys nationally recognized on the subject of municipal bonds and acceptable to the Holder.

“Bond Resolution” means the resolution adopted by the Board of Directors of the. IDB on September 21, 2017 authorizing the issuance of the Bonds and the execution and delivery of the IDB Documents and related documents.

“Bond Service Charges” means, for any period or payable at any time, (a) the principal and interest due on the Bonds then outstanding for that period or payable at that time, and (b) any other charges payable under or in respect of the Bonds, including upon a Determination of Taxability.

“Bond Year” means, during the period the Bonds remain outstanding, the annual period provided for the computation of Excess Earnings under Section 148(f) of the Code (except that the first and last Bond Years may be less than 12 months long).

“Building” means, collectively, the buildings, structures and improvements comprising part of the Existing Facilities, the approximately 85,000 square-foot addition thereto comprising part of the 2017 Project, and all other buildings, structures and improvements required or permitted by this Lease to stand or be constructed on the Leased Realty, as they may at any time exist.

“Business Day” means any day other than (i) a Saturday, Sunday or legal holiday, or (ii) a day on which banking institutions are closed as authorized or obligated by law or executive order in effect in the city in which the principal office of the Holder is located.

“City” means the City of Montgomery, Alabama.

“Code” means the Internal Revenue Code of 1986, as amended. References to the Code and Sections thereof include relevant applicable temporary, proposed or final regulations thereunder and under any predecessor provisions of the Internal Revenue Code of 1954, as amended.

“Company Documents” means, individually or collectively, as the context may require, each or all of this Lease, the Custodial Agreement, the Mortgage and such other documents or instruments as the Company may enter into in order to consummate the transactions contemplated hereby and thereby.

“Completion Date” means the date of substantial completion of the 2017 Project to be certified by the Company in accordance with Section 4.2(b) hereof.

“Computation Date” means the last day of each fifth Bond Year and the day on which final payment in full of all the Bonds is made.

“County” means Montgomery County, Alabama.

“Custodial Account” means the account designated as the “KINPAK 2017 Project Account” and established under the Custodial Agreement for the deposit, investment and disbursement of the proceeds of the Bonds.

“Custodial Agreement” means the Custodial Agreement of even date herewith between the Company and the Custodian.

“Custodian” means Regions Bank, Birmingham, Alabama, in its capacity as custodian under the Custodial Agreement, its successors and assigns.

“Declaration Resolution” means the resolution adopted by the Board of Directors of the IDB on April 20, 2017 which, among other things, declared the official intent of the IDB to issue its revenue bonds to pay or reimburse costs of the 2017 Project.

“Determination of Taxability” means receipt by the IDB, the Company or the Lender of a written determination from the United States Treasury Department, the Internal Revenue Service or similar governmental entity to the effect that interest on the Bonds is Taxable.

“Equipment” means all items of machinery, equipment, fixtures and tangible personal property now or hereafter constituting part of the Project, and any item of machinery, equipment, fixtures or tangible personal property acquired in substitution therefor or as a renewal or replacement thereof pursuant to the provisions of this Lease.

“Event of Default” means an Event of Default specified and defined in Section 6.1 hereof.

“Excess Earnings” means, with respect to the proceeds of the Bonds, as of each Computation Date, an amount equal to the sum of (a) plus (b) where:

(a) is the excess of

(i) the aggregate amount earned from the Issue Date on all nonpurpose investments in which gross proceeds of the Bonds are invested (other than investments attributable to excess earnings described in this clause (a)), taking into account any gain or loss on the disposition of nonpurpose investments, over

(ii) the amount that would have been earned if such nonpurpose investments (other than amounts attributable to an excess described in this clause (a)) had been invested at a rate equal to the yield on the Bonds; and

(b) is any income attributable to the excess described in clause (a), taking into account any gain or loss on the disposition of nonpurpose investments.

The sum of (a) plus (b) shall be determined in accordance with Sections 148(f)(2) and 148(f)(4) of the Code. As used herein, the terms “gross proceeds”, “nonpurpose investments” and “yield” have the meanings assigned to them for purposes of Section 148 of the Code.

“Existing Facilities” means those certain existing manufacturing facilities located in the City at 2780 Gunter Park Drive East, leased by the IDB to the. Company pursuant to the Prior Lease.

“Governmental Authority” means the United States, any state or political subdivision thereof and any court, agency, department, commission, board, bureau or instrumentality of any of the foregoing.

“Guaranty” means the Guaranty Agreement of even date herewith from Bio-Chem and Bio-Chem’s consolidated subsidiaries to the Lender, its successors and assigns.

“Holder” or “Holder of a Bond” means the person in whose name a Bond is registered on the books maintained by the Company for that purpose. The Lender is the initial Holder of the Bonds.

“IDB Documents” means, individually or collectively, as the context may require, each or all of this Lease, the Mortgage, and such other documents as the IDB may enter into in order to consummate the transactions contemplated hereby and thereby.

“Independent Engineer” means an engineer or engineering firm registered and qualified to practice the profession of engineering under the laws of the State and not in the full-time employment of the IDB or the Company.

“Issuance Costs” means costs associated with the issuance of the Bonds, including, but not limited to, (a) any underwriters’ spread; (b) counsel fees (including Bond Counsel, Lender’s counsel, IDB counsel, Company counsel in the case of borrowings such as those for exempt facilities and manufacturing facilities, as well as any other specialized counsel fees incurred in connection with the borrowing); (c) financial advisor fees; (d) rating agency fees; (e) fees of a trustee or similar party, such as the Custodian; (f) paying agent and certifying and authenticating agent fees related to issuance of the Bonds; (g) accountant fees; (h) printing costs (for the Bonds and of any preliminary and final offering materials); (i) costs incurred in connection with the required public approval process; and (j) costs of engineering and feasibility studies necessary to the issuance of the Bonds.

“Issue Date” means the date of the delivery of and payment for the Bonds.

“Lease Term” means the duration of the leasehold estate commenced under the Prior Lease and continued in this Lease, as provided herein.

“Leased Realty” means the real estate and interests therein constituting the site of the Project and described in Exhibit A hereto, together with any additions thereto, less any removals therefrom.

“Lender” means Regions Capital Advantage, Inc., Birmingham, Alabama.

“Mortgage” means the Mortgage, Security Agreement and Assignment of Rents and Leases of even date herewith from the IDB and the Company to the Lender, its successors and assigns, as the same may hereafter be amended or supplemented.

“Necessary Authorizations” means, with respect to any given action or effect, all authorizations, consents, approvals, permits, licenses and exemptions of, filings and registrations with, and reports to, all Governmental Authorities which are necessary or required to accomplish such action or achieve such effect.

“Net Proceeds”, when used with respect to any insurance or condemnation award, means the gross proceeds from the insurance or condemnation award with respect to which that term is used remaining after payment of all reasonable expenses (including reasonable attorneys’ fees and any fees and expenses of the IDB) incurred in the collection of such gross proceeds.

“Non-Taxability Opinion” means, with respect to one or more given events or prospective events, an opinion of Bond Counsel to the effect that the occurrence of such event or events will not adversely affect the non-Taxable status of the interest on the Bonds.

“Person”, or words importing persons, means firms, associations, partnerships (including without limitation, general and limited partnerships), joint ventures, societies, estates, trusts, corporations, public or governmental bodies, other legal entities and natural persons.

“Project” means the Existing Facilities as expanded and improved by the 2017 Project, comprised of the Leased Realty, the Building and the Equipment, which are used and to be used by the Company as manufacturing facilities for the manufacture of aftermarket products for consumer marine, recreational vehicle and automotive markets.

“Project Costs” means those costs of the 2017 Project (including Issuance Costs as limited in Section 2.3(n) hereof) for which payment is to be made as provided in this Lease.

“Project Supervisor” means any agent of the Company, designated in writing by the Company, authorized to act for and on behalf of the Company in connection with any and all matters pertaining to the 201 _. 7 Project.

“Register” means the registration books for the Bonds maintained by the Company on behalf of the IDB.

“Rentals” means the amounts required to be paid by the Company pursuant to Section 3.3 hereof.

“Revenues” means (a) the Basic Rent; (b) all other moneys received or to be received by the IDB or by the Holder, for the account of the IDB, in respect of payment of the Basic Rent; (c) any moneys and investments in the Custodial Account; and (d) all income and profit from the investment of the foregoing moneys.

“SIDA” means the State Industrial Development Authority, a public corporation of the State organized pursuant to and existing under the provisions of Articles 2 and 2A, Chapter 10, Title 41, Code of Alabama 1975, as amended.

“Site Grant” means a grant from SIDA for the grading, drainage and other reasonable preparation of a site, including the reasonable rehabilitation of existing buildings.

“State” means the State of Alabama.

“Taxable” means, when used in reference to the Bonds, that interest thereon the Bonds is includable in the gross income of any Holder thereof for any reason other than the fact that such Holder is a “substantial user” of the Project or a “related person” as those terms are used in Section 147(a) of the Code. Interest on the Bonds shall not be deemed “Taxable” because interest is includable in any calculation of income for purposes of any alternative minimum tax, any foreign branch profits tax or any other type of taxation other than the regular federal tax imposed on gross income.

“2017 Project” means a major expansion of the Existing Facilities, consisting of (a) the construction of an approximately 85,000 square-foot addition to the Existing Facilities, and (b) the acquisition and installation within said addition and the Existing Facilities of new and additional machinery and equipment.

“Unassigned Rights” means all of the rights of the IDB to receive payments or reimbursement pursuant to Section 3.3(c) hereof, to be held harmless and indemnified pursuant to Section 5.3 hereof, to be reimbursed for advances made by the IDB pursuant to Section 4.6 hereof and for attorney’s fees and expenses pursuant to Section 4.8 or Section 6.4 hereof, to receive notices hereunder, and to give or withhold consent to amendments of this Lease pursuant to Section 7.5 hereof.

“Unimproved”, when used with reference to the Leased Realty, means any part or parts of the Leased Realty upon the surface of which no part of any Building rests.

Section 1.2 Interpretation. Any reference herein to the IDB or to any member of the Board of Directors or officer thereof includes entities or officials succeeding to their respective, functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.

Any reference to a section or provision of the Constitution of the State or the Act, or to a section, provision or chapter of the Code of Alabama 1975 or to any statute of the United States of America (including without limitation the Code), includes that section, provision or chapter as amended, modified, revised, supplemented or superseded from time to time; provided, however, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this provision, if it constitutes in any way an impairment of the rights or obligations of the IDB, the Holders or the Company under this Lease, the Bonds, the Mortgage or any other instrument or document entered into in connection with any of the foregoing, including without limitation, any alteration of the obligation to pay Bond Service Charges in the amount and manner, at the times, and from the sources provided in the Bonds, except as permitted therein.

Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa; the terms “hereof”, “hereby”, “herein”, “hereto”, “hereunder” and similar terms refer to this Lease; and the term “hereafter” means after, and the term “heretofore” means before, the effective date of this Lease. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise.

Section 1.3 Captions and Headings. The captions and headings in this Lease are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Articles, Sections, subsections, paragraphs, subparagraphs or clauses hereof.

[END OF ARTICLE I]

ARTICLE II

REPRESENTATIONS AND COVENANTS

Section 2.1 Representations by the IDB. The IDB makes the following representations as the basis for the undertakings on its part herein contained, and in so doing relies upon the representations of the Company as to matters pertaining to the Project:

(a) The IDB is duly incorporated under the provisions of the Act. Under the provisions of the Act the IDB has the power to enter into the transactions contemplated by the IDB Documents and to carry out its obligations thereunder. The Project constitutes a “project” within the meaning of the Act. The IDB is not in default under any of the provisions contained in its Certificate of Incorporation or under the laws of the State. By proper corporate action the IDB has duly authorized the execution, delivery and performance of the IDB Documents.

(b) The IDB hereby finds and determines that the issuance of the Bonds, the construction and equipping of the Project and the continued leasing of the Project to the Company are in furtherance of the objects and purposes of the IDB and of the Act and will promote industry, develop trade and further the use of agricultural products and natural resources of the State.

(c) The Project has been and will continue to be located wholly within the corporate limits of the City and therefore within the jurisdiction of the IDB.

(d) The execution, delivery and performance by the IDB of the IDB Documents are within the IDB’s corporate powers, and each such document, when executed and delivered, will constitute a legal, valid and binding obligation of the IDB enforceable against the IDB in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by the application of general principles of equity.

(e) Neither the IDB nor any of its members, directors or officers (i) is a Person named as a Specially Designated National and Blocked Person, as defined in Presidential Executive Order 13224 (herein, a “Designated Person”), (ii) is acting, directly or indirectly, for or on behalf of any Designated Person, and (iii) is engaged in or facilitating, directly or indirectly, the transactions contemplated by the Bonds and the IDB Documents on behalf of any Designated Person.

Section 2.2 Representations and Covenants by the Company - General. The Company represents and covenants that:

(a)  It is a corporation for profit duly organized, validly existing and in good standing under the laws of and duly qualified to transact business in the State. The Company is the wholly-owned subsidiary of Bio-Chem.

(b) The execution, delivery and performance by the Company of each of the Company Documents and the carrying out of the transactions contemplated thereby are within the Company’s corporate powers, have been duly authorized by all necessary corporate action, and do not violate any provision of law, any order of any court or other governmental agency, the Articles of Incorporation or By-Laws of the Company, or any indenture, agreement or other instrument to which the Company or any Affiliate is a party or by which the Company or any Affiliate or any of its or their properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of the Company or any Affiliate.

(c) The Company intends to operate the Project as facilities for the manufacture of aftermarket products for consumer marine, recreational vehicle and automotive markets throughout the Lease Term and knows of no reason why the Project will not be so operated. If, in the future, there is a cessation of that operation, it will use its best efforts to resume that operation or accomplish an alternate use by the Company or others which will be consistent with the Act and the Code.

(d) To the best of its knowledge, the Company has obtained and will use its commercially reasonable efforts to maintain all Necessary Authorizations for the construction and equipping of the 2017 Project, and has obtained or will obtain and will use its commercially reasonable efforts to maintain all Necessary Authorizations for the operation of the Project and for the due execution, delivery and performance by the Company of each of the Company Documents.

(e) Each of the Company Documents, when executed and delivered, will constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by the application of general principles of equity.

(f) There is no pending or, to the best of its knowledge, threatened action, investigation or proceeding before any court, governmental agency or arbitrator against or affecting the Company or any Affiliate (i) to restrain or enjoin or seeking to restrain or enjoin the issuance or delivery of the Bonds or the collection or payment of Revenues, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds or any of the Company Documents, or (iii) in any way contesting the corporate existence or powers of the Company.

(g) Neither the Company, nor any Affiliate of the Company, nor any director or officer of the Company or such Affiliate (i) is a Person named as a Specially Designated National and Blocked Person, as defined in Presidential Executive Order 13224 (herein, a “Designated Person”), (ii) is acting, directly or indirectly, for or on behalf of any Designated Person, and (iii) is engaged in or facilitating, directly or indirectly, the transactions contemplated by the Bonds and the Company Documents on behalf of any Designated Person.

Section 2.3 Representations and Covenants by the Company - Tax-Related. The Company represents and covenants that:

(a) The acquisition and construction of the 2017 Project were not commenced (within the meaning of Section 144 of the Code) prior to February 19, 2017, being the date 60 days prior to the date of adoption by the IDB of the Declaration Resolution.

(b) Ninety-five percent (95%) or more of the net proceeds (within the meaning of the Code) of the Bonds will be used (i) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation within the meaning of Section 144(a)(1) of the Code and (ii) to provide a “manufacturing facility”, including facilities “directly related and ancillary” thereto, all within the meaning of Section 144(a)(12)(C) of the Code; provided that no proceeds expended to pay Issuance Costs in respect of the Bonds shall count as being within such 95%. The Company will not request or authorize any disbursement pursuant to Section 4.1 hereof, which, if paid, would result in less than 95% of such proceeds of the Bonds being so used.

(c) Not more than 25% of the 95% net proceeds of the Bonds referred to in subsection (b) of this Section 2.3 will be used to provide such “directly related and ancillary” facilities, as referred to in said subsection, and all such facilities shall be located on the same site as the “manufacturing facility” referred to in said subsection.

(d) Any office space being financed with proceeds of the Bonds is located within the Building constituting part of the Project, and not more than a de minimis amount of the functions to be performed in such space is not directly related to the day-to-day operations at the Project.

(e) There are now outstanding no “issues of bonds” with respect to “facilities”, both as used in and defined for purposes of Section 144(a)(2) of the Code, (i) which facilities are to be or have been used by the Company or any other “principal user” of the Project or any “related person” to the Company or such other “principal user”, as such terms are used in and defined for purposes of Sections 144(a)(2)(B) and 144(a)(3) of the Code, respectively, and which are located within the incorporated area of the City; and (ii) which issues of bonds would have to be taken into account in determining the aggregate face amount of the Bonds as provided in Section 144(a)(2) of the Code.

(f) For each “test-period beneficiary” (as defined in Section 144(a)(10)(D) of the Code, and including any “related person” thereto) of the Project, the sum of (1) the aggregate authorized face amount of the Bonds allocated in accordance with Section 144(a)(10)(C) of the Code to such beneficiary, and (2) the aggregate outstanding’ principal amount of any other tax-exempt facility-related bonds as described in Section 144(a)(10)(B)(ii) of the Code, wherever and whenever issued, allocated to such beneficiary, does not exceed $40,000,000.

(g) The Bonds are not being issued to finance facilities which are within or part of “a single building, an enclosed shopping mall, or a strip of offices, stores, or warehouses using substantial common facilities” (within the meaning of Section 144(a)(9) of the Code), any other facilities within or part of which have heretofore been financed with obligations issued and still outstanding under Section 144(a) of the Code or under prior Section 103(b)(6) of the Internal Revenue Code of 1954, as amended.

(h) In accordance with Section 147(b) of the Code, the average maturity of the Bonds does not exceed 120% of the average reasonably expected economic life of the facilities being financed thereby.

(i) None of the proceeds of the Bonds will be used to provide (i) any private or commercial golf course, country club, massage parlor, tennis club, skating facility (including roller skating, skateboard and ice skating), racquet sports facility (including any handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box or health club facility; (ii) any facility primarily used for gambling; (iii) any store the principal business of which is the sale of alcoholic beverages for consumption off premises; (iv) any facilities the primary purpose of which is retail food and beverage services (except grocery stores), automobile sales or service, or the provision of recreation or entertainment; or (v) residential real property within the meaning of Section 144(a)(5) of the Code.

(j) Less than 25% of the proceeds of the Bonds will be used directly or indirectly to acquire land or any interest therein, and none of the proceeds of the Bonds will be used to provide land which was, is or is to be used for farming purposes.

(k) No portion of the proceeds of the Bonds will be used to acquire existing property or any interest therein unless such acquisition meets the requirements of Section 147(d) of the Code.

(l) No amounts that are required to be paid to the United States pursuant to Section 5.6 hereof will be used to make any payment to a party other than the United States through a transaction or a series of transactions that reduces the amount earned on any investment property or that results in a smaller profit or a larger loss on any investment property than would have resulted in an arm’s length transaction in which the yield on the Bonds was not relevant to either party to the transaction. The terms “investment property” and “yield” have the meanings assigned to them for purposes of Section 148 of the Code.

(m) The information furnished by the Company and used by the IDB and Bond Counsel in preparing (i) the certifications pursuant to Section 148 of the Code referred to in Section 5.7 hereof and (ii) the information required pursuant to Section 149(e) of the Code, is accurate and complete as of the Issue Date.

(n) In accordance with Section 147(g) of the Code, not more than two percent (2%) of the proceeds of the Bonds shall be applied to pay Issuance Costs in respect of the Bonds, and the Company covenants to pay any such Issuance Costs in excess of such limitation from funds other than Bond proceeds.

(o) The Bonds are not “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 2.4 Actions under Section 144(a)(4) of the Code. At the Company’s request, the IDB has made an election in the Bond Resolution to have the provisions of Section 144(a)(4) of the Code apply to the Bonds. In connection with that election, the Company represents and covenants that:

(a) The sum of:

(i) the principal amount of the Bonds,

(ii) the outstanding face amount of other “issues of bonds”, if any, referred to in Section 2.3(e) hereof, and

(iii) the amount of capital expenditures (“Capital Expenditures”) with respect to “facilities” (as defined in Section 144(a)(4)(B) of the Code) located within the incorporated area of the City, other than capital expenditures

(A) mentioned in Section 144(a)(4)(C) of the Code, or

(B) financed or to be financed from the proceeds of the Bonds or the other “issues of bonds”, to the extent such other issues are outstanding, referred to in clause (ii) hereof, made during the three-year period preceding the Issue Date, does not exceed $20,000,000.

(b) During the three-year period following the Issue Date, the Company shall not make or cause or permit to be made Capital Expenditures (as defined in Section 2.4(a)(iii) hereof) in an amount which would cause the interest on the Bonds to become Taxable.

(c) In the event, on account of a sublease, management contract or other agreement relating to the Project, or any portion thereof, permitted by the terms hereof, any Person other than the Company becomes a “principal user” of the Project (as referred to in Section 2.3(e) hereof), the Company shall promptly advise the IDB and Bond Counsel of the identity of such Person and furnish to them a copy of such sublease, management contract or other agreement. In connection with any such sublease, management contract or other agreement, the Company will require by covenant that any sublessee, manager or user who becomes such a “principal user” of the Project (and any “related person” thereto) also shall comply with the covenants set forth in subsections (a), (b) and (c) of this Section and in subsections (b), (c), (d), (e), (i), (j) and (k) of Section 2.3 hereof as if those covenants were made herein by such sublessee, manager, user or “related person” thereto. The Company will further require that any such “principal user” who is a “test-period beneficiary” with respect to the. Project (as referred to in Section 2.3(f) hereof) shall, prior to its becoming such “principal user”, make to the IDB and Bond Counsel the representation set forth in said Section 2.3(f) as to itself and any “related person” thereto.

Section 2.5 Depreciation Method. The Company acknowledges that it is aware of the provisions of Section 168(g) of the Code and that it will comply with said provisions, if and to the extent the same are applicable.

[END OF ARTICLE II]

ARTICLE III

LEASE PROVISIONS

Section 3.1 Reaffirmation of Demise; Assignment of Redemption Rights.

(a) The IDB has heretofore demised and leased the Existing Facilities to the Company pursuant to the Prior Lease, and the IDB and the Company do hereby ratify and reaffirm the demise and lease thereof and of the 2017 Project, collectively comprising the Project, to the Company in accordance with, upon and subject to the terms, conditions and provisions of this Lease, to each of which the IDB and the Company and each of them do hereby separately and severally covenant and agree.

(b) The IDB hereby conveys and assigns to the Company, subject to the Mortgage, the IDB’s equity of redemption in respect of the Project, entitling the Company to redeem the Project from impending foreclosure under the Mortgage. The IDB furthermore assigns to the Company, without reservation, the IDB’s statutory right of redemption under Section 6-5-248, Code of Alabama 1975, as amended. Additionally, the IDB will, upon request of the Company, transfer and assign the IDB’s statutory right of redemption to the Company for the sum of $1.00 at any time after foreclosure of any mortgage on the Project. The foregoing assignments are made in further consideration of the Company’s agreement to undertake the 2017 Project and to use and operate the Project in furtherance of the public purposes of the Act.

Section 3.2 Lease Term; Possession and Quiet Enjoyment. The Lease Term, which commenced under the Prior Lease on or about February 27, 1996, shall, subject to the provisions of this Lease permitting earlier termination, continue until midnight of October 1, 2027.

The Company has had possession of the Project pursuant to the provisions of the Prior Lease and shall continue undisturbed in such possession pursuant to this Lease, subject to the inspection and other rights reserved herein. So long as the Company performs and observes all the covenants and agreements on its part herein contained, it shall peaceably and quietly have, hold and enjoy the Project during the Lease Term subject to all the terms and provisions hereof.

Section 3..3 Rentals. The provisions of this Section 3.3 set forth the obligation of the Company to pay Rentals to or for the account of the IDB, in consideration of the lease of the Project pursuant to this Lease and of the issuance of the Bonds.

(a) The Company does hereby covenant and agree to pay Basic Rent to the Holder, for the account of the IDB, in such amounts and at such times as shall be sufficient and timely to pay all Bond Service Charges on the Bonds as the same shall be or become due and payable, whether at maturity, upon redemption, acceleration or otherwise.

(b) The Company recognizes and acknowledges that it is the intention of the parties hereto that this Lease be a net lease and that, until the Bonds are fully paid, Basic Rent shall be due in such amounts and at such times as shall be required to pay Bond Service Charges on the Bonds as the same shall become due and payable.

(c) The Company covenants and agrees to pay as additional Rental hereunder: (i) any and all costs and expenses incurred or to be paid by the IDB or the Holder, as the case may be, in connection with the issuance and delivery of the Bonds or otherwise related to actions taken by the IDB or the Holder, as the case may be, under the IDB Documents (including without limitation this Lease) or the Prior Lease; and (ii) the fees, charges and expenses of the Custodian, as and when the same become due, provided, however, that the Company may, without creating a default hereunder, contest in good faith the necessity for any extraordinary services or expenses and the reasonableness of any such fees, charges or expenses.

(d) The Company shall have the right, at its option and upon advance notice to the IDB, to prepay at any time all or any part of the Basic Rent payable under this Lease. All Basic Rent so prepaid shall be used to redeem Bonds in accordance with the terms thereof. The Company shall, on behalf of the IDB, notify each Holder of any proposed redemption of Bonds at the time and in the manner specified in the Bonds.

Section 3.4 Obligations of Company Unconditional. The obligation of the Company to pay the Rentals (subject to its right to contest certain Rental under Section 3.3(c) hereof), to make all other payments provided for herein and to perform and observe the other agreements and covenants on its part herein contained shall be absolute and unconditional, irrespective of any rights of setoff, recoupment or counterclaim it might otherwise have against the IDB or any other. Person. The Company will not suspend or discontinue any such payment or fail to perform and observe any of its other agreements and covenants contained herein or terminate this Lease for any cause whatsoever, including, without limiting the generality of the foregoing, failure to complete the 2017 Project, any acts or circumstances that may constitute an eviction or constructive eviction, failure of consideration or commercial frustration of purpose, any damage to or destruction of the Project, the invalidity of any provision of this Lease, the taking by eminent domain of title to or the right to the use of all or any of the Project, any change in the tax or other laws of the United States of America, the State or any political subdivision of either thereof, or any failure of the IDB to perform and observe any agreement or covenant, whether express or implied, or any duty, liability or obligation arising out of or connected with this Lease. Notwithstanding the foregoing, the Company may, at its own cost and expense and in its own name or in the name of the IDB, prosecute or defend any action or proceeding or take any other action involving third persons which the Company deems reasonably necessary, in order to secure or protect its rights of use and occupancy and its other rights hereunder. Nothing contained herein shall be construed to be a waiver of any rights which the Company may have against the IDB under this Lease or under any provision of law.

Section 3.5 Assignment, Sublease or Grant of Use by Company. Subject to any applicable provisions of the Mortgage, the Company may assign this Lease or sublease or grant the right to occupy and use the Project, in whole or in part, to others, provided that:

(a) No such assignment, grant or sublease shall relieve the Company from primary liability for any of its obligations under this Lease or any other Company Document;

(b) In connection with any such assignment, grant or sublease the Company shall retain such rights and interests as will permit it to comply with its obligations under this Lease and each other Company Document;

(c) No such assignment, grant or sublease shall permit a use other than one consistent with the intended use of the Project or the purposes of the Act and the Code;

(d) All such subleases as may hereafter be entered into shall be subject to the terms and conditions of this Lease, including, without limitation, the provisions of Article II hereof and with respect to the maintenance and operation of the Project;

(e) The Company shall first obtain the written consent of the Lender to any such assignment, grant or sublease; and

(f) The Company shall first obtain the written consent of the IDB to any such assignment, grant or sublease; provided, however, that such consent may not be unreasonably withheld, that the IDB may not impose any fee or charge whatsoever for such consent, and that any assignee shall specifically assume liability for the payment of amounts included as part of the IDB’s Unassigned Rights.

The IDB hereby agrees to join in the execution and delivery of any assignment, sublease or grant of use made pursuant to the provisions of this Section 3.5, but solely for the purposes of indicating its consent thereto and approval thereof; provided, however, that any such assignment or sublease entered into pursuant to this Section will be effective even if not executed by the IDB.

Section 3.6 Assignment of Lease and Revenues; Mortgaging of Project. Except for Unassigned Rights, the IDB has assigned its interest in and pledged the Revenues and other moneys receivable under this Lease to the Lender, and has also joined in the Mortgage for the purpose of mortgaging the Project and granting other collateral to the Lender, in each case as security for payment of the Bond Service Charges. The Lender shall have all rights and remedies herein accorded to the IDB (except for Unassigned Rights) and any reference herein to the IDB shall be deemed, with the necessary changes in detail, to include the Lender, and the Lender and the Holders are deemed to be third party beneficiaries of the representations, warranties, covenants and agreements of the Company herein contained. The Company hereby acknowledges and consents to the foregoing assignments and mortgage by the IDB. Except as hereinabove provided, the IDB will not mortgage, sell, assign, transfer, convey or encumber the Project during the Lease Term without the prior written consent of the Company.

Section 3.7 Option to Terminate Lease and Purchase Project. Prior to the expiration of the Lease Term, the Company shall, if it is not then in default hereunder, have the option to terminate this Lease and purchase the Project from the IDB upon:

(a) if the Bonds remain outstanding, redemption of all of the Bonds in accordance with the terms thereof;

(b) written notice to the IDB of the exercise of such option; and

(c) payment to the IDB of the purchase price of the Project of $1,000.00, together with payment of any amounts due under Section 3.3(c) hereof.

When the foregoing conditions shall have been met, the IDB will promptly convey the Project to the Company (or, if applicable, to any nominee of the Company designated in writing to the IDB) in accordance with Section 3.9 hereof.

Section 3.8 Option to Purchase Unimproved Leased Realty.

(a) Subject to the provisions of the Mortgage, at any time and from time to time, the Company shall have, and is hereby granted, the option to purchase any Unimproved part of the Leased Realty, and to have the same severed from the demise of this Lease, provided that it furnishes the IDB and (if the Bonds remain outstanding) the Holder with the following:

(1) A notice in writing containing (i) an adequate legal description of that portion of the Leased Realty with respect to which such option is to be exercised, (ii) a statement that the Company intends to exercise its option to purchase such portion of the Leased Realty on a date stated, which shall not be fewer than 30 days from the date of such notice and, if applicable, (iii) the name of Company’s designee to which the IDB shall convey the property;

(2) A certificate of an Independent Engineer, dated not more than 90 days prior to the date of the purchase and stating that, in his opinion, (i) the portion of the Leased Realty with respect to which the option is exercised is not needed for the operation of the Project for the purposes hereinabove stated and (ii) the purchase will not impair the usefulness of the Project and will not destroy the means of ingress thereto and egress therefrom; and

(3)  The purchase price for such portion of the Leased Realty, which shall be (i) such price per acre as the Holder and the Company shall mutually and reasonably determine, which amount shall be applied directly to the redemption of the Bonds in accordance with their terms; or (ii) if the Bonds shall at the time have been paid in full, the price of $100.00 per acre, which shall be paid directly to the IDB and shall be credited against the option price payable pursuant to Section 3.7(c) hereof.

(b) Upon receipt of the notice, certificate and purchase price required above, the IDB will:

(1) promptly convey, in accordance with Section 3.9 hereof, that portion of the Leased Realty with respect to which the Company shall have exercised the foregoing option, and

(2) enter into a suitable amendment of this Lease severing such portion of the Leased Realty from the demise hereof; provided, however, that if any transportation or utility facilities are situated on such portion, the IDB shall retain an easement to use such transportation or utility facilities to the extent necessary for the continued efficient operation of the Project.

Section 3.9 Conveyance on Exercise of Option to Purchase. At the closing of the purchase pursuant to the successful exercise of any option to purchase granted herein, the IDB will, deliver to the Company documents conveying to the Company or its designee the property with respect to which such option was exercised, as such property then exists, subject only to the following: (a) those liens and encumbrances, if any, to which title to the property was subject when first conveyed to the IDB; (b) those liens and encumbrances, if any, created by the. Company or any predecessor lessee or to the creation or suffering of which the Company consented; and (c) those liens and encumbrances, if any, resulting from a failure of the Company to perform or observe any ‘of the agreements on its part contained in this Lease.

Section 3.10 Use of Party Walls. If the Company purchases any Unimproved part of the Leased Realty pursuant to the provisions hereof or otherwise acquires or leases other real property adjacent to the Leased Realty, all walls presently standing or hereafter erected on or contiguous to the boundary line of the land so purchased, acquired or leased by the Company shall be party walls and each party grants the other a ten foot easement adjacent to any such party wall for the purpose of inspection, maintenance, repair and replacement thereof and the tying-in of new construction. If the Company utilizes any party wall for the purpose of tying in new construction that will be utilized under common control with the Project, Company may also tie in the utility facilities on the Leased Realty for the purpose of serving the new construction and may remove any non-loadbearing wall panels in the party wall; provided, however, that if the property so purchased, acquired or leased by the Company ceases to be operated under common control with the Project, Company covenants that it will install non-loadbearing wall panels similar in quality to those that have been removed and will provide separate utility services for the new construction.

[END OF ARTICLE III]

ARTICLE IV

PROVISIONS RESPECTING THE PROJECT

Section 4.1 The 2017 Project; the Bonds. In the Declaration Resolution and the Prior Resolutions (as defined therein), the IDB has taken steps and provided various incentives to encourage the Company to undertake the 2017 Project, and in response the Company has commenced and is proceeding with the acquisition, construction, improvement and equipping of the 2017 Project, which the Company intends to complete as promptly as is practicable.

In order to provide funds for payment or reimbursement of Project Costs, the IDB will proceed as promptly as practicable with the issuance and sale of the Bonds, bearing interest, maturing and having the other terms and provisions set forth in the Bond Resolution. The proceeds of sale of the Bonds shall be, deposited in the Custodial Account, for application to payment of Project Costs, which shall, subject to any applicable restrictions or limitations prescribed under the Code, include:

(a) The acquisition, construction and installation, as applicable, of all real or personal properties constituting a “project” within the meaning of the Act or necessary in connection therewith, including architect’s and engineer’s fees incidental thereto;

(b) The purchase price of any land or any part of a building that may be acquired by purchase;

(c) All expenses in connection with the authorization, sale and issuance of revenue bonds to finance such acquisition, construction and installation;

(d) Interest on such revenue bonds for a reasonable time prior to, during and for a period not exceeding two years after completion of, such acquisition, construction and installation; and

(e) Any other costs necessary or incidental for the foregoing or permitted, either expressly or impliedly, under the provisions of the Act.

Payments from the Custodial ACcount shall be made in all cases only upon advance submission to the Custodian of a payment requisition, executed by a Project Supervisor, in substantially the form of Exhibit B attached hereto and made a part hereof, the form of which shall also be attached to the Custodial Agreement as part of Exhibit D thereto.

In the event any payment requisition contains an item of Project Costs not described in, or the cost for which item is other than as described in, the information furnished by the Company pursuant to Section 2.3(m) hereof for purposes of the IDB’s preparation of Information Return Form 8038 filed by the IDB in connection with the issuance of the Bonds, the Company shall simultaneously file with the IDB and Bond Counsel a certification that identifies each such item with particularity, along with evidence satisfactory to Bond Counsel (i) that such item was nevertheless included in the description of the Project set forth in the notice published pursuant to Section 147(f) of the Code, and (ii) that the average reasonably expected economic life of the facilities being financed by the Bonds is not less than 5/6ths of the average maturity of the Bonds.

The IDB makes no warranty, express or implied, and offers no assurances, that the 2017 Project, if constructed and equipped in accordance with the plans and specifications therefor, will be suitable for the Company’s purposes or needs or that the proceeds derived from the sale of the Bonds will be sufficient to pay in full all the Project Costs.

Section 4.2 Completion of the 2017 Project.

(a) If moneys representing proceeds of the Bonds shall be insufficient to pay fully all sums required to complete the 2017 Project, the Company shall be obligated to complete the 2017 Project at its own expense and from its own funds. The Company shall save the IDB whole and harmless from any obligation to pay any amount in excess of the proceeds from the sale of the Bonds. The Company shall not, by reason of the payment of such excess costs from its own funds, be entitled to any diminution in the payment of Rentals hereunder.

(b) The Company shall notify the IDB, the Holder, the Custodian and Bond Counsel of the Completion Date of the 2017 Project by a certificate signed by a Project Supervisor stating:

(i) the date on which the acquisition, construction and equipping of the 2017 Project were substantially completed (the “Completion Date”);

(ii) that all other facilities necessary in connection with the 2017 Project have been acquired, constructed, improved and equipped;

(iii) that the acquisition, construction, improvement and equipping of the 2017 Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, buildings, environmental and other similar governmental regulations;

(iv) that all costs of that acquisition, construction, improvement and equipping then or theretofore due and payable have been paid; and

(v) the amounts (if any) which the Custodian shall retain in the Custodial Account for the payment of Project Costs not yet due or for liabilities which the Company is contesting or which otherwise should be retained.

Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being.

(c) Any moneys remaining in the Custodial Account after the Completion Date, other than amounts specified pursuant to clause (v) of subsection (b) of this Section 4.2, shall, at the direction of the Project Supervisor, promptly be (i) used to acquire, construct, install, equip or improve such additional real or personal property in connection with the 2017 Project as is designated by the Project Supervisor and the acquisition, construction, installation, equipment and improvement of which will be permitted under the Act and the Code; (ii) applied to the ‘redemption of Bonds in accordance with their terms and, until such application, invested as provided in Section 5.7 hereof at a yield not exceeding the yield on the Bonds; or (iii) applied to any combination of the foregoing as is provided in that direction. Any direction to apply moneys in the Custodial Account pursuant to this subsection (c) shall be accompanied by a statement of the yield at which such moneys are to be invested and for what period and by a Non-Taxability Opinion with respect to such application (having taken into account, among other things, the same issues as are described in clauses (i) and (ii) of the penultimate paragraph of Section 4.1 hereof) and further opining to the effect that such application is permitted under the Act.

Section 4.3 Maintenance, Alterations and Improvements.

(a) The Company will, at its own expense, (i) keep the Project in as reasonably safe condition as its operations permit, and (ii) keep the Project in good order and repair, and from time to time make all needful and proper repairs, renewals and replacements thereto, including external and structural repairs, renewals and replacements.

(b) Subject to the provisions of the Mortgage, the Company may, also at its own expense, make any additions, improvements or alterations to the Project that it may deem desirable for its business purposes, provided that such additions, improvements or alterations do not adversely affect the value or utility of the Project or its character as a “project” under the Act or the character of the Project as qualifying facilities under Section 144(a)(12)(C) of the Code. All such additions, improvements and alterations shall become a part of the Project and shall be subject to the demise of this Lease and the lien of the Mortgage. In connection with any such additions, improvements or alterations (including for this purpose additional machinery or equipment) and in connection with completing the 2017 Project (should Bond proceeds prove insufficient therefor), the Company may incur additional indebtedness secured by one or more liens on or security interests in the Project or any part thereof, and the IDB shall join in the granting of such liens and security interests as the Company may request; ^- provided, however, that any such lien or security interest (other than a purchase money security interest, which may be prior in rank) shall be subordinated in rank to the lien and security interest of the Mortgage.

(c)  Subject to the provisions of the Mortgage, the Company may, if no Event of Default shall have occurred and be continuing, (i) remove or sever any item of the Equipment from the Project and use such item in its other operations or sell or otherwise dispose of such item in any way the Company may see fit, free of the demise of this Lease and of the lien of the Mortgage, provided that the Company shall first have substituted property of equal value and utility, free and clear of liens prior to the lien of the Mortgage, or shall have applied the proceeds of such disposition to the redemption of Bonds; and (ii) remove or sever any item of equipment, furniture or fixtures installed at the Project by the Company and not constituting an item of Equipment or a replacement or renewal thereof, free of the demise of this Lease and of the lien of the Mortgage. The same provisions set forth in clause (ii) of the preceding sentence will apply with respect to equipment, furnishings or fixtures of any sublessee or user of the Project pursuant to Section 3.5 hereof. Any damage to the Project occasioned by any such removal shall be repaired by the. Company or by such sublessee or user at its own expense.

(d) The Company will not permit any mechanic’s or other liens to stand against the Project for labor or material furnished by others in connection with the acquisition, construction or equipping of the 2017 Project or any additions, improvements, alterations or repairs so made by the Company. The Company may, however, in good faith contest any such mechanic’s or other liens and in such event may permit any such liens to remain unsatisfied and undischarged during the period of such contest and any appeal therefrom unless by such action the Project or any part thereof shall, in the reasonable judgment of the Holder, be subject to loss or forfeiture, in which event such mechanic’s or other liens shall be promptly satisfied.

(e) The Company may, also at its own expense, subject to the provisions of the Mortgage, connect or “tie-in” walls and utility and other facilities located on the Leased Realty to other facilities owned or leased by it on real property adjacent to the Leased Realty or partly on such adjacent real property and partly on the Leased Realty but only if the Company furnishes to the IDB and the Holder a certificate of an Independent Engineer that such connection and “tie-in” of walls and facilities will not unreasonably interfere with the operation of the Project.

(f) The IDB will, upon request of the Company, grant such utility, transportation and other similar easements over, across or under the Leased Realty as shall be necessary or convenient for the furnishing of utility and other similar services or the provision of ingress or egress in respect of the Leased Realty or other real property adjacent to or near the Leased Realty, provided that such easements shall not adversely affect the operations of any facilities forming a part of the Project.

Section 4.4 Taxes, Other Governmental Charges and Utility Charges .

(a) The IDB and the Company acknowledge (i) that under present law, by reason of the Abatement Agreement, the 2017 Project is exempt, throughout the Abatement Period, from all ad valorem taxation by the State or by any political or taxing subdivision thereof, except such taxation (if any) as is levied for educational purposes; (ii) that under present law the income and profits (if any) of the IDB from the Project are not subject to either federal or State taxation; and (iii) that these factors, among others, induced the Company to enter into this Lease. In the event such exemptions are terminated or deemed inapplicable, the Company may at its option terminate this Lease upon payment in full of all Bond Service Charges then due and compliance with the other provisions of Section 3.7 hereof, whereupon the IDB shall convey the same to the Company. Notwithstanding the foregoing, the Company will pay, as the same respectively become due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Projector any machinery, equipment or other property installed or brought by the Company onto the Leased Realty (including, without limiting the generality of the foregoing, (i) any taxes levied on or with respect to the income or profits of the IDB from the Project which, if not paid, will become a lien on the Project or a charge on the revenues and receipts from the Project prior to or on a parity with the lien of the Mortgage thereon and (ii) any ad valorem taxes levied for educational purposes or assessed upon the Company’s interest in the Project), and all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Company shall be obligated to pay only such installments as are required to be paid during the Lease Term.

(b) The Company agrees to pay all gas, electric, light and power, water, sewer and all other charges for the operation, maintenance, use and upkeep of the Project.

(c) The Company may, subject to the provisions of the Mortgage, at its own expense and in its own name and behalf or in the name and behalf of the. IDB, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid during the period of such contest and any appeal therefrom, unless by such action the title of the IDB to any part of the Project shall be materially endangered or the Project or any part thereof shall, in the reasonable judgment of the Holder, become subject to loss or forfeiture, in which event such taxes, assessments or charges shall be paid forthwith by the Company. The IDB will cooperate fully with the Company in any such contest.

Section 4.5 Insurance.

(a) The Company will cause the Project to be insured and at all times keep the Project insured, including during the period of construction of the 2017 Project (during which time such insurance may be provided by way of builders’ risk insurance), against loss and/or damage to the Project by fire and other perils (including vandalism and malicious mischief) customarily covered by the extended coverage clause of fire insurance policies in an amount equal to the full replacement cost of the Project. The Company will pay all premiums on such insurance. All such policies shall be for the benefit of the Company, the IDB and the Holder (as mortgagee under the. Mortgage), as their respective interests may appear, and shall name the Holder as loss payee. All such insurance policies shall be taken out and maintained with generally recognized, responsible insurance companies, each of which shall be qualified and authorized to assume the respective risks undertaken.

(b) The Company shall also take out and at all times maintain and pay the premium on policies of general liability insurance and products liability insurance with generally recognized, responsible insurance companies, each of which shall be qualified to assume the risks undertaken, for the benefit of the IDB, the Holder and the Company as their interests may appear. Such general public liability insurance shall, insure against liability for injuries to persons and property or death or accidental injuries arising out of the occupancy, use or operation of the Project, in the minimum amount of $1,000,000 combined single limit coverage, and also in the aforesaid amount with respect to any vehicle used in connection with the Project. Such products liability insurance shall insure against liability for injuries to persons and property or death or accidental injuries arising out of the use or operation of the products produced by the Company, with minimum coverage in the amount of $1,000,000.

(c) All such insurance shall be provided during the entire Lease Term. The insurance policies or certificates evidencing such insurance shall be filed with the Holder so long as the Bonds shall be outstanding, and thereafter certificates evidencing such insurance shall be filed with the IDB. Such policies or certificates shall be filed with the Holder on or before the Issue Date. Each policy shall provide that the policy may not be cancelled or expire without 30 days’ prior written notice of such cancellation or expiration by the insurer to the Company and the Holder. Such insurance may also be provided under a blanket insurance policy or policies.

Section 4.6 Advances. In the event that the Company fails to take out or maintain the full insurance coverage required by this Lease, fails to pay the taxes and other charges required to be paid by the Company at the times they are required to be paid, or fails to keep the Project in as reasonably safe condition as its operating conditions permit and in good order and repair, the IDB or the Holder, after first notifying the Company of any such failure, may (but shall not be obligated to) take out the required policies of insurance and pay the premiums on the same, pay such taxes or other charges, or make such repairs, renewals and replacements as may be necessary to maintain the Project in as reasonably safe condition as the Company’s operations permit and in good order and repair, respectively; and all amounts so advanced therefor by the IDB or the Holder shall become an additional obligation of the Company to the IDB or to the Holder, as the case may be, which amounts, together with interest thereon at the Default Rate (as defined in the Bonds), the Company agrees to pay. Any remedy herein vested in the IDB or the Holder for the collection of the Rentals shall also be available to the IDB and the Holder for the collection of all such amounts so advanced.

Section 4.7 Damage or Destruction. If prior to full payment of the Bonds, the Project is destroyed (in whole or in part) or is damaged by fire or other casualty, the Company shall be obligated to continue to pay Rentals, to perform its other obligations and covenants hereunder and to repair, rebuild or restore the property damaged or destroyed to substantially the same condition as existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Company and as will not, in the opinion of Bond Counsel, impair the character of the Project as a “project” under the Act or as qualifying facilities under Section 144(a)(12)(C) of the Code.

The Company may apply for such purpose so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses. In the event said Net Proceeds are not sufficient to pay in full the costs of such repair; rebuilding or restoration, the Company will nonetheless complete the work thereof and will pay that portion of the costs thereof in excess of the amount of said Net Proceeds. The Company shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the IDB or any abatement or diminution of the Rentals payable hereunder. Any balance of Net Proceeds remaining after payment of all the costs of such repair, rebuilding or restoration shall be paid to the Company.

Notwithstanding the foregoing, if the Company shall determine that such repair, restoration or rebuilding is not, in whole or in part, economically viable, then the Company may exercise its option to redeem Bonds in accordance with their terms, in which case the Net Proceeds (or such portion thereof as is allocable to the portion of the Project not being repaired, restored or rebuilt) shall be applied to such redemption.

The IDB shall cooperate fully with the Company in the handling of any prospective or pending insurance claim with respect to the Project or any part thereof. In no event will the IDB voluntarily settle, or consent to the settlement of, any prospective or pending insurance claim with respect to the Project or any part thereof without the written consent of the Company, in its sole discretion.

Section 4.8 Condemnation. In the event that title to, or the temporary use of, the Project or any part thereof or interest therein shall be taken under the exercise of the power of eminent domain by any Governmental Authority or by any Person acting under governmental authorization, the Company shall be obligated to continue to pay Rentals and to perform its other obligations and covenants hereunder. If the Company so elects, the IDB and the Company will cause the Net Proceeds received by them or the Holder or any of them from any award made in such eminent domain proceedings to be applied, as shall be directed in writing by the Company within 120 days from entry of a final order in such eminent domain proceedings, to:

(a) the restoration of the remaining improvements located on the Leased Realty to substantially the same condition as existed prior to the exercise of the power of eminent domain, and/or

(b) the acquisition, by construction or otherwise, by the IDB of other lands or improvements suitable for the Company’s operations at the Project (which land or improvements shall be deemed a part of the Project and available for use and occupancy by the Company without the payment of any rent other than herein provided for to the same extent as if such land or other improvements were specifically described herein and demised hereby); provided, however, that such other land or improvements will not, in the opinion of Bond Counsel, impair the character of the Project as a “project” under the Act or as qualifying facilities under Section 144(a)(12)(C) of the Code. .

In the event that the Company elects either of the foregoing options and said Net Proceeds are not sufficient to pay in full the costs of such restoration or acquisition, the Company will nonetheless pay that portion of the costs thereof in excess of the amount of said proceeds. The Company shall not, by reason of the payment of such excess costs, be entitled to any reimbursement from the IDB or any abatement or diminution of. the Rentals payable hereunder.

Notwithstanding the foregoing, if the Company shall determine that such restoration or acquisition is not, in whole or in part, economically viable, then the Company may exercise its option to redeem Bonds in accordance with their terms, in which case the Net Proceeds (or such portion thereof as is allocable to the portion of the Project not being restored) shall be applied to such redemption.

Any balance of such Net Proceeds remaining after the application thereof as hereinabove provided shall be paid to the Company.

The IDB shall cooperate fully with the Company in the handling and conduct of any prospective or pending condemnation proceeding with respect to the Project or any part thereof and will, to the extent it may lawfully do so, permit the Company to litigate in any such proceeding in the name and behalf of the IDB, through counsel of Company’s own choice; provided, however, if the IDB is, legally required to participate through its own counsel in any such defense, the Company shall be responsible for the reasonable fees and charges of such counsel. In no event will the IDB voluntarily settle, or consent to the settlement of, any prospective or pending condemnation proceeding with respect to the Project or any part thereof without the written consent of the Company, in its sole discretion.

Section 4.9 Site Grant. The IDB has agreed to cooperate with the Company in applying for and obtaining certain incentives for which the Company and the 2017 Project may be eligible. In particular, the IDB has agreed to apply to SIDA for a Site Grant in respect of the 2017 Project. If and when received, all the proceeds of the Site Grant shall be applied to reimburse the Company for paying such costs of the 2017 Project as are appropriate to be reimbursed with such grant proceeds, except that there shall be paid to the IDB, from such Grant proceeds, a fee in the amount of $5,000.00 for their services in applying for and otherwise facilitating the receipt of said Grant. Throughout the Lease Term, the Company shall be responsible for maintaining records of those costs of the 2017 Project for the reimbursement of which the proceeds of the Site Grant shall have been applied.

[END OF ARTICLE IV]

ARTICLE V

ADDITIONAL AGREEMENTS AND COVENANTS

Section 5.1 General Covenants of Company. The Company will not do or permit anything to be done on or about the Project that will affect, impair or contravene any policies of insurance that may be carried on the Project or any part thereof against loss or damage by fire, casualty or otherwise. The Company will, in the use of the Project and the public ways abutting the same, obtain all Necessary Authorizations and comply with all lawful requirements of all Governmental Authorities; provided, however, the Company may, at its own expense in good faith, contest the validity or applicability of any such requirement.

Section 5.2 Inspection of Project. The Company will permit the IDB, the Holder and their respective duly authorized agents, but only at reasonable times during normal business hours and upon at least three Business Days’ advance notice, to enter upon, examine and inspect the Project and, provided the same shall not unduly infringe on trade secrets or processes of the Company, to have access to, inspect, examine and make copies of the books and records, accounts and data of the Company pertaining to the Project.

Section 5.3 Indemnification. The Company releases the IDB from, agrees that the IDB shall not be liable for, and indemnifies the IDB, its servants, agents and employees against, all liabilities, claims, costs and expenses imposed upon or asserted against the IDB, in the absence of gross negligence, bad faith or willful or wanton misconduct on the part of the IDB, on account of: (a) any loss or damage to property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the construction, maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Lease or any other Company Document, or arising from any act or failure to act by the Company, or any of its agents, contractors, servants, employees or licensees; (c) the authorization, issuance and sale of the Bonds, and the furnishing of any information by the Company or its authorized agents in connection therewith concerning the Project or the Company (including, without limitation, any information furnished by the Company referred to in Section 2.3(m) hereof); and (d) any claim, action or proceeding brought with respect to the matters set forth in clauses (a), (b) or (c) hereinabove.

The indemnification set forth above (i) is intended to and shall include the indemnification of any affected members, directors and officers of the IDB (each, an “Indemnified Party”), (ii) is intended to and shall be enforceable by the IDB and each Indemnified Party to the full extent permitted by law, and (iii) shall survive the termination of this Lease.

In case any action or proceeding is brought against an Indemnified Party (including for purposes of this paragraph the IDB) in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly give notice of that action or proceeding to the Company, and the Company upon receipt of that notice shall have the obligation and the right to assume the defense of the action or proceeding; provided that failure of a party to give that notice shall not relieve the Company from any of its obligations under this Section unless that failure materially prejudices the defense of the action or proceeding by the Company. At its own expense, an Indemnified Party may employ separate counsel and participate in the defense. The Company shall not be liable for any settlement without its consent, unless it shall have failed after due notice to participate in such proceedings.

Section 5.4 Exclusion from Gross Income of Bond Interest. The Company and the IDB each hereby represents that it has taken and caused to be taken, and covenants that it will take and cause to be taken, all actions that may be required of it, alone or in conjunction with each other, for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes, and represents that it has not taken or permitted to be taken on its behalf, and covenants that it will not take or permit to be taken on its behalf, any actions that would adversely affect such exclusion under the provisions of the Code. The Company agrees that it shall give prompt written notice to the IDB and Bond Counsel of any event, circumstance or occurrence which to its knowledge causes or might cause a Determination of Taxability.

Section 5.5 Covenants Under Other Company Documents. The Company shall observe and perform all covenants and agreements to be observed or performed by the Company under the other Company Documents.

Section 5.6 Rebate. Calculations and Payments. The Company shall keep and maintain complete records pertaining to investment of all proceeds of the Bonds (including without limitation all statements, reports and other records generated and transmitted to the Company by the Custodian with respect to the Custodial Account) sufficient to permit the Company, on behalf of the IDB, to determine the amount of rebate, if any, required to be paid to the United States of America pursuant to Section 148 of the Code. Within 20 days after each Computation Date, the Company shall calculate, with respect to the Bonds, the amount of Excess Earnings, if any, from the Issue Date through that Computation Date, and, if any Excess Earnings there be, the Company shall, within ten (10) days thereafter, pay to the United States, on behalf of the IDB, an amount equal to the amount of such Excess Earnings, all in accordance with Section 148(f) of the Code. The obligation of the Company to make such calculations and payments shall remain in effect and be binding upon the Company, irrespective of the termination of this Lease.

Notwithstanding the foregoing, if all “gross proceeds” (within the meaning of Section 148(f)(4)(B)(i)(l) of the Code) of the Bonds are certified by the Company to the IDB, the Holder and Bond Counsel to have been expended within’ six months of the Issue Date for the governmental purpose for which the Bonds were issued, and the Company further certifies its reasonable expectation that no other gross proceeds will arise during the remainder of the term of the Bonds, the provisions of this Section 5.6 shall not be applicable except to the extent that any gross proceeds become available more than six months after the Issue Date. Moreover, the provisions of this Section 5.6 shall not apply if and to the extent that the Company should receive a Non-Taxability Opinion regarding the failure to comply therewith.

Section 5.7 Investment of Bond Proceeds. At the written direction of the Company, any moneys held as part of the Custodial Account shall be invested or reinvested by the Custodian in such investments as are specified in the Custodial Agreement or as shall be acceptable to the Custodian. The Company will not issue, or permit to be issued on its behalf, any instructions for the investments of any moneys in the Custodial Account if, as a result of any such investment being made in accordance therewith, the Bonds would be considered “arbitrage bonds” within the meaning of Section 148 of the Code or “hedge bonds” within the meaning of Section 149(g) of the Code. Additionally, the IDB and the Company will continually comply with all provisions of the Code necessary in order to prevent the Bonds from being considered “arbitrage bonds” within the meaning of Section 148 of the Code or “hedge bonds” within the meaning of Section 149(g) of the Code.

Section 5.8 Corporate Existence of IDB.

(a) Except as otherwise provided in subsection (b) of this Section, the IDB will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

(b) The IDB shall not consolidate with or merge into any other corporation or transfer its property substantially as an entirety to any person unless:

(1) the corporation formed by such consolidation or into which the IDB is merged or the person which acquires by conveyance or transfer the IDB’s property substantially as an entirety (the “Successor”) shall execute and deliver to the Company and the Holder an instrument in form acceptable to the Company and the Holder containing an assumption by such Successor of the due and punctual payment of the Bond Service Charges on the Bonds and the performance and observance of every covenant and condition of the Bonds and this Lease to be performed or observed by the IDB;

(2) immediately after giving effect to such transaction, no Event of Default or any event which, upon notice or lapse of time (or both), would constitute an Event of Default shall have occurred and be continuing; and

(3) the IDB shall have delivered to the Company and the Holder (A) a certificate executed by an authorized officer of the IDB and an opinion of counsel, each of which shall state that such consolidation, merger, conveyance or transfer complies with this Section and that all conditions precedent herein provided relating to such transaction shall have been complied with; and (B) a Non-Taxability Opinion with respect to such consolidation, merger, conveyance or transfer.

(c) Upon any consolidation or merger or any conveyance or transfer of the IDB’s property substantially as an entirety in accordance with this Section, the Successor shall succeed to, and be substituted for, the IDB under this Lease and the Bonds with the same effect as if such Successor had been originally named as the lessor hereunder and the issuer of the Bonds.

Section 5.9 Registration and Transfer of Bonds. In accordance with the Bond Resolution, the Company shall, on behalf of the IDB, maintain the Register at its principal office and shall note on the Register the date of registration and the name and address of each Holder. The Bonds shall be initially registered as to both principal and interest in the name of the Lender. After initial registration, no transfer of Bonds shall be valid unless (a) made in compliance with any restrictions on transfer contained in the Bond Resolution and (b) such Bond or Bonds are presented to the Company with written power of transfer, in form and with guarantee of signature satisfactory to the Company.

Section 5.10 Company to Provide Financial Statements. The Company shall furnish to the Holder:

(a) within one hundred twenty (120) days after the end of its fiscal year (being December 31 in each year), the balance sheet of the Company as of the end of such year and the related statements of income and changes in financial position of the Company for such fiscal year, together with supporting schedules, all on a comparative basis with the prior fiscal year, in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and audited and certified by independent certified public accountants of recognized standing selected by the Company and satisfactory to the Holder (the form of such certification also to be satisfactory to the Holder), showing the financial condition, assets, liabilities and owners’ equity of the Company at the close of such year and the results of the operations of the Company during such year;

(b) within sixty (60) days after the end of each of the first three fiscal quarters in each fiscal year, financial statements similar to those referred to in subsection (a), unaudited but certified by the chief financial officer of the Company, such balance sheet to be as of the end of each such quarter and such statement of income and changes in financial position to be for the period from the beginning of the fiscal year to the end of such quarter, in each case subject to audit and to year-end adjustments; and

(c) as soon as practical, from time to time, such other information and financial reports regarding the operations, business affairs and financial condition of the Company as the Holder may reasonably request.

[END OF ARTICLE V]

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES

Section 6.1 Events of Default. Each of the following shall be an Event of Default under this Lease:

(a) Failure by the Company to make when due any payment of Basic Rent and continuation of such failure for a period of five days.

(b) Failure by the Company to make any other payments due hereunder or to observe and perform any other covenant, condition or agreement on its part to be observed or performed and continuation of such failure for a period of 30 days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Company by the IDB or the Holder, unless the. Holder shall agree in writing to an extension of such time prior to its expiration; provided, however, if the failure stated in the notice can be corrected but not within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Company within the applicable period and diligently pursued until the failure is corrected.

(c) The occurrence of an Act of Bankruptcy; provided, however, that if any such petition or proceeding is filed against the Company or Bio-Chem, such filing shall not constitute an Event of Default hereunder unless such petition shall remain undismissed for a period of 120 days after filing; provided further, however, that the occurrence of an Event of Default under this subsection and the exercise of remedies upon any such occurrence shall be subject to any applicable limitations of federal or state law affecting or precluding such occurrence or exercise during the pendency of or immediately following any liquidation or reorganization proceedings.

(d) There shall occur a default or an Event of Default under and as defined in (i) any one or more of the other Company Documents or (ii) that certain Business. Loan Agreement (Asset Based) dated August 31, 2017 between Bio-Chem and Regions Bank.

(e) Any representation or warranty made by the Company herein or any representation, warranty or other statement in any report, certificate, financial statement or other instrument furnished in connection with this Lease, any other Company Document or the issuance and sale of the Bonds shall at any time prove to have been false or misleading in any material respect when made or given.

Section 6.2 Remedies on Default. Whenever any such Event of Default shall have happened and be continuing, the Holder, as assignee of the IDB and on its behalf, or (but only as to any Unassigned Rights) the IDB, may:

(a) Declare all installments of Basic Rent payable under this Lease for the remainder of the Lease Term to be immediately due and payable;

(b) Re-enter and take possession of the Project, without terminating this Lease, exclude the Company from possession thereof and sublease the Project or any part thereof, for the account of the Company, holding the Company liable for the difference in the rent and other amounts payable by such sublessee and the Rentals and other amounts payable by the Company hereunder;

(c) Terminate this Lease, exclude the Company from possession of the Project and lease the same for the account of the IDB, holding the Company liable for all Rentals due up to the date such lease is made for the account of the IDB; or

(d) Take whatever action at law or in equity may appear necessary or desirable to collect the Rentals then due, whether by declaration or otherwise, or to enforce any obligation, covenant or agreement of the Company under this Lease or imposed by any applicable law.

The IDB may, without consent of the Holder, waive any Event of Default hereunder with respect to Unassigned Rights, and the Holder may not, without the written consent of the IDB, waive any Event of Default hereunder with respect to Unassigned Rights.

The provisions of this Section are subject to the limitation that any rescission by the Holder, pursuant to the Mortgage, of a declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to subsection (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration had been made; provided, however, that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon.

Section 6.3 No Remedy Exclusive. No remedy herein conferred upon the Holder or reserved to the IDB is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time and as often as may be deemed expedient.

Section 6.4 Agreement to Pay Attorneys’ Fees and Expenses. In the event the. Company should default under any of the provisions of this Lease and the IDB or the Holder (in its own name or in the name and on behalf of the IDB) should employ attorneys or incur other expenses for the collection of Rentals or the enforcement of performance or observance of any obligation or agreement on the part of the Company herein contained, the Company will on demand therefor pay to the IDB and/or the Holder the reasonable fees of such attorneys and such other reasonable expenses so incurred; and such amounts shall bear interest at the Default Rate (as defined in the Bonds) from the date of demand to the date of payment.

Section 6.5 No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder.

[END OF ARTICLE VI]

ARTICLE VII

MISCELLANEOUS

Section 7.1 Prior Agreements Canceled. This Lease shall completely and fully supersede all other prior agreements, both written and oral, between the IDB and the Company relating to the acquisition, construction or equipping of the 2017 Project or the use and operation of the Project. Notwithstanding the preceding sentence, (a) the provisions of the Abatement Agreement are hereby reaffirmed and incorporated by reference herein, except that Section 3(b) of the Abatement Agreement is hereby amended, in accordance with the provisions of the Abatement Act (as therein defined), to provide that, because the Bonds are being issued, the “maximum exemption period” (within the meaning of the Abatement Act) shall expire on the tenth (10th) anniversary of the Issue Date; and (b) any covenants or obligations made or undertaken in the Prior Lease which are expressly stated therein to survive the termination of the Prior Lease shall (unless superseded by a comparable provision herein) so survive. No party to any such prior agreement (except as hereinabove referenced) shall hereafter have any rights thereunder but shall look solely to this Lease for definition and determination of all of its rights, liabilities and responsibilities relating to the Project.

Section 7.2 IDB’s Liabilities Limited.

(a) The covenants and agreements contained in this Lease shall never constitute or give rise to a personal or pecuniary liability or charge against the general credit of the IDB, any members of the IDB or of its Board of Directors or .any of its servants, agents or employees, and in the event of a breach of any such covenant or agreement, no personal or pecuniary liability or charge payable directly or indirectly from the general assets or revenues of the IDB shall arise therefrom. Nothing contained in this Section, however, shall relieve the IDB from the observance and performance of the covenants and agreements on its part contained herein.

(b) No recourse under or upon any covenant or agreement of this Lease shall be had against any past, present or future incorporator, officer or member of the Board of Directors of the IDB, or any of its servants, agents or employees, or of any successor corporation, either directly, or through the IDB, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Lease is solely a corporate obligation, and that no personal liability whatever shall attach to, or is or shall be incurred by, any incorporator, officer or member of the Board of Directors of the IDB or any successor corporation, or any servants, agents or employees of the IDB or any successor corporation, or any of them, under or by reason of the covenants or agreements contained in this Lease.

(c) The liability of the IDB for payment of any money due under any contract or purchase order entered into by or assigned to the IDB, or for any other costs incurred in connection with the acquisition, construction, improvement or equipping of, or other work on, the 2017 Project shall be limited solely to (i) the available proceeds of the Bonds, if and when issued, (ii) any money made available to the IDB for such purpose by the Company or others, and (iii) any revenues or other receipts derived by the IDB from the Project, subject to prior encumbrances. The Company shall cause a conspicuous notice to that effect to appear on any such contract or purchase order.

Section 7.3 Execution Counterparts. This Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.4 Binding Effect. This Lease shall inure to the benefit of, and shall be binding upon, the IDB, the Company and their respective successors and assigns.

Section 7.5 Amendments. So long as any of the Bonds are outstanding, this Lease may be amended only with the consent of the IDB and the Holder and subject to any applicable provisions of the Mortgage.

Section 7.6 Severability. In case any section or provision of this Lease, or any covenant, agreement, stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Lease, or any application thereof, is held to be illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or inoperability shall not affect the remainder thereof or any other section or provision of this Lease or any other covenant, agreement stipulation, obligation, act or action, or part thereof, made, assumed, entered into or taken under this Lease, all of which shall be construed and enforced at the time as if the illegal, invalid or inoperable portion were not contained therein._ Any illegality, invalidity or inoperability shall not affect any legal, valid or operable section, provision, covenant, agreement, stipulation, obligation, act, action, part or application, all of which shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law from time to time.

Section 7.7 Notices. Unless otherwise provided herein, all notices, certificates or other communications hereunder shall be in writing, shall be deemed given and shall be sufficiently given when (i) delivered, or (ii) mailed by first-class mail, postage prepaid, or via overnight courier service, or (iii) sent, by telegram, telefax or other instantaneous transmission device, addressed as follows:

(a) if to the IDB, at The Industrial Development Board of the City of Montgomery, Post Office Box 14, Montgomery, Alabama 36101,’ Attention: Chairman of the Board of Directors;

(b) if to the Company, at KINPAK INC., c/o Ocean Bio-Chem, Inc., 4041 S.W. 47th Avenue, Ft. Lauderdale, FL 33314, Attention: Chief Financial Officer, Telefax No. (954) 587-2813; and

(c) if to the Lender, at Regions Capital Advantage, Inc., 1900 5th Avenue North, Suite 2400, Birmingham, AL 35203, Attention: Senior Vice President, Telefax No. (205) 264-4747.

Any party may, by notice given hereunder, designate any additional or different addresses to which subsequent notices, certificates or other communications shall be sent. In connection with any notice mailed by first-class mail pursuant to the provisions hereof, a certificate of the Person who mailed that notice, to the effect that that notice was delivered to a United States Post Office or placed in a mailbox under exclusive control of the United States Postal Service, shall be conclusive evidence of the proper mailing of the notice.

Section 7.8 Governing Law. This Lease shall be deemed to be a contract made under the laws of the State and for all purposes shall be governed by and construed in accordance with the laws of the State.

Section 7.9 Lender not an Advisor. The IDB and the Company hereby acknowledge that the Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to this Lease, the Bonds and any other information, materials or communications provided by the Lender in connection therewith: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect this Lease,. the Bonds or any information, materials or communications provided by the Lender in connection therewith; (c) the Lender and its representatives are acting for their own interests; and (d) each of the IDB, the Company and Bio-Chem has been informed that the IDB, the Company and Bio-Chem should discuss this Lease, the Bonds and any other such information, materials or communications provided by the Lender in connection therewith with any and all internal and external advisors and experts that the IDB, the Company and Bio-Chem, respectively, deems appropriate before acting on this Lease or any other such information, materials or communications.

Section 7.10 Privately Negotiated Loan. The IDB and the Company acknowledge and agree that the Lender is purchasing the Bonds in evidence of a privately negotiated loan and in that connection the Bonds shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) held by or on behalf of The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service.

Section 7.11 Service, Waiver of Jury Trial

(a) Service of process in any action shall be duly served if mailed by registered mail, postage prepaid, to the IDB, the Company and the Lender, each at its address set forth in Section 7.7 hereof or if served by any other means permitted by Alabama law.

(b) In connection herewith and with the Bonds and the Company Documents, and to the extent permitted by applicable law, the IDB and the Company each hereby irrevocably (1) covenants and agrees not to elect a trial by jury of any issue triable of right by jury, and (2) waives any right to trial by jury fully to the extent that any such right shall now or hereafter exist; provided, however, that the IDB does not waive its right to trial by jury as to any dispute involving or related to Unassigned Rights. This waiver of right to trial by jury is given knowingly and voluntarily by the IDB and the Company and, except as hereinabove limited as to the IDB, this waiver is intended to encompass individually each instance and each issue as to which the right to a jury trial would otherwise accrue, whether arising in contract or tort or by statute, and including, but not limited to, any controversy or claim that arises out of or relates to this Lease, the Bonds or the Company Documents. The Lender is hereby authorized and requested to submit this Lease, for resolution, so as to serve as conclusive evidence of such waiver of the right to jury trial by the IDB and the Company. Further, the IDB and the Company each hereby certifies that no representative or agent of the Lender (including Lender’s counsel) has represented, expressly or otherwise, to the IDB and the Company that the Lender shall not seek to enforce this waiver of right to jury trial provision.

(c) The waivers made pursuant to this section shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Lease. In the event of litigation, this Lease may be filed as a written consent to a trial by the court, except as hereinabove limited as to the IDB.

Section 7.12 Participation. The IDB and the Company understand that the Lender may from time to time enter into a participation agreement or agreements with one or more participants pursuant to which each such participant shall be given a participation in the Bonds and that any such participant may from time to time similarly grant to one or more subparticipants subparticipations in the Bonds; provided, however, that the IDB and the Company require, as a precondition to their acquiescence in any such participation or subparticipation, that any such participation or subparticipation be made or entered into in compliance with all applicable federal and State securities laws. The Company agrees that any participant or subparticipant may exercise any and all rights of banker’s lien or set-off with respect to the Company, as fully as if such participant or subparticipant had made a loan directly to the Company in the amount of the participation or subparticipation given to such participant or subparticipant in the Bonds. For the purposes of this section only, the Company shall be deemed to be directly obligated to each participant or subparticipant in the amount of its participation interest in the amount of the principal of, and interest on, the Bonds. Nothing contained in this section shall affect the Lender’s right of set-off (under applicable law) with respect to the entire amount of the Bonds, notwithstanding any such participation or subparticipation. The Lender may divulge to any participant or subparticipant all information, reports, financial statements, certificates and documents obtained by it from the Company or any other person under any provision of the Lease, the Company Documents or otherwise.

[END OF ARTICLE VII]

IN WITNESS WHEREOF, the IDB and the Company have caused this Lease to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the date first hereinabove set forth.

ATTEST:

ATTEST:

THIS INSTRUMENT PREPARED BY:

Roy S. Goldfinger, Esq.

Roy S. Goldfinger, P.C.

P. O. Box 231555

Montgomery, Alabama 36123-1555

(334) 395-8500

ACKNOWLEDGMENT OF IDB

STATE OF ALABAMA           )

MONTGOMERY COUNTY      )

I, the undersigned Notary Public in and for said County in said State, hereby certify that Robert M. Hardwich, Jr., whose signature as Chairman of the Board of Directors of The Industrial Development Board of the City of Montgomery is signed to the foregoing Second Restated Lease Agreement and who is known to me and known to be such officer, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said Board.

Given under my hand and seal of office this 25 ^th day of September, 2017.

ACKNOWLEDGMENT OF COMPANY

STATE OF FLORIDA                )

BROWARD COUNTY      )

I, the undersigned Notary Public in and for said County in said State, hereby certify that Peter G. Dornau, whose signature as President of KINPAK INC., an Alabama corporation, is signed to the foregoing Second Restated Lease Agreement and who is known to me and known to be such officer, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal of office this 22 day of September, 2017.

	/s/ Ileana Valle
(SEAL)	NOTARY PUBLIC State at Large My Commission Expires: May 23, 2018

EXHIBIT A

DESCRIPTION OF LEASED REALTY

Lot 3-3A-1 according to the Map of Replat of Lot 3-3A, Gunter Industrial Park, which said Replat appears of record in Plat Book 29 at Page 150, in the Office of the Judge of Probate of Montgomery County, Alabama, being a Replat of Lot 3-3 of the Gunter Industrial Park Plat 3 and Lot 3-4B of the Replat of Lot 3-4 of Gunter Industrial Park Plat 3, lying in Section 2, Township 16 North, Range 18 East, and Section 35, Township 17 North, Range 18 East, Montgomery County, Alabama.

EXHIBIT B

FORM OF PAYMENT REQUISITION

PAYMENT REQUISITION NO._________

REQUISITIONING PAYMENT OF FUNDS FROM
KINPAK 2017 PROJECT ACCOUNT

Pursuant to Section 4.1 of the Second Restated Lease Agreement dated as of September 1, 2017 (the “Lease”) between The Industrial Development Board of the City of Montgomery (the “IDB”) and KINPAK INC. (the “Company”), with terms used herein having the meanings given to them in the Lease, the undersigned Project Supervisor, for and on behalf of the Company, hereby requests and authorizes the Custodian, as depository of the above-referenced account created pursuant to the Custodial Agreement, to pay the amounts listed in the Requisition Schedule attached hereto to the persons and at the addresses thereof shown on said Schedule, being the persons to whom the payments requested are due. The aggregate amount of all payments requested hereby is $_______________.

The undersigned hereby approves each payment hereinabove requested and hereby certifies as follows: (1) the purpose for which each such payment is to be made is described in reasonable detail on the attached Requisition Schedule and is one for which proceeds of the Bonds are authorized under the Lease, the Act and the Code to be expended; and (2) any property for which any such payment is to be made has been installed or located on or about the Leased Realty. The undersigned further certifies, with respect to each item listed on the Requisition Schedule to be paid or reimbursed with proceeds of the Bonds, that: (1) payment of any such item will not result (a) in less than 95% of the net proceeds (within the meaning of the Code) of the Bonds being used (i) for the acquisition, construction, reconstruction or improvement of land or property of a character subject to the allowance for depreciation within the meaning of Section 144(a)(1) of the Code or (ii) to provide a “manufacturing facility”, including facilities “directly related and ancillary” thereto within the meaning of Section 144(a)(12)(C) of the Code; or (b) in more than (i) 25% of said net proceeds of the Bonds being used to provide such “directly related and ancillary” facilities, or (ii) 2% of the proceeds of the Bonds being used to pay Issuance Costs; and (2) payment for such item was not made more than 60 days prior to April 20, 2017.

Dated: ___________

B-1

Exhibit 99.3

This instrument prepared by
and upon recording return to:

James L. Webb

Bradley Arant Boult Cummings LLP

One Federal Place

1819 5 ^th Avenue North
Birmingham, AL 35203

205-521-8808

MORTGAGE, SECURITY AGREEMENT
AND ASSIGNMENT OF RENTS AND LEASES

THIS MORTGAGE, security agreement and assignment of rents and leases (this “mortgage”) is made and entered into as of the 1 ^st day of September, 2017, by KINPAK INC., an Alabama corporation (the “Operator”), whose address is do Ocean Bio-Chem, Inc., 4041 S.W. 47th Avenue, Ft. Lauderdale, FL 33314, Attention: Chief Financial Officer, and THE INDUSTRIAL DEVELOPMENT BOARD OF THE CITY OF MONTGOMERY, a public corporation under the laws of the State of Alabama (the “Issuer” and together with the Operator, the “Mortgagor”), whose address is P.O. Box 14, Montgomery, Alabama 36101, i n favor of REGIONS CAPITAL ADVANTAGE, INC., a Tennessee corporation (the “Mortgagee”), whose address is 1900 5 ^th Avenue North, Suite 2400, Birmingham, Alabama 35203.

Recitals

A. Simultaneously with the execution and delivery hereof, the Issuer, will issue and deliver its $4,500,000 Industrial Development Revenue Bonds (KINPAK INC. Project) Series 2017 (the “Bonds”), pursuant to a resolution of the Issuer adopted on September 21, 2017 (the “Authorizing Resolution”).

B. The proceeds of the Bonds will be used by the Issuer to finance construction of a plant expansion and acquisition and installation of associated machinery and equipment at an existing manufacturing facility of the Issuer located in the City of Montgomery, Alabama, at 2780 Gunter Park Drive East (the “Project”).

C. The Mortgagee has determined to make a loan (the “Loan”) to the Operator to finance costs of the aforementioned plant expansion and, in evidence of the repayment obligations of the Operator under the Loan, has agreed to acquire and purchase the Bonds from the Issuer. Under the Authorizing Resolution, the Issuer sold and awarded the Bonds to the Mortgagee at and for a purchase price equal to one hundred percent (100%) of the aggregate principal amount thereof.

D. The Project will be leased by the Issuer to the Operator pursuant to that certain Second Restated Lease Agreement dated as of September 1, 2017 (the “Lease”), between the Issuer and the Operator.

E. The Bonds will be limited obligations of the Issuer payable out of the revenues and receipts derived from the leasing or sale of the Project under the Lease.

F. As security for the payment of the Bonds, the Mortgagor has agreed to execute, deliver and record this Mortgage, whereby the Mortgagee will be granted, among other things, a mortgage and security interest in the Property.

G. As additional security, Ocean Bio-Chem, a Florida corporation and its consolidated subsidiaries a party thereto (collectively, the “Guarantors”) have agreed to execute and deliver to Mortgagee that certain Guaranty Agreement of even date herewith (the “Guaranty Agreement”), pursuant to which the Guarantors have guaranteed the payment and performance of the Operator under the Lease, the Bonds, this mortgage or any other documents or agreements entered into connection with the Lease, the Bonds or this mortgage now or hereafter existing (collectively, the “Credit Documents”).

Agreement

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to secure the payment of the following (hereinafter collectively referred to as the “Debt”):

(1) the payment of the debt evidenced by the Bonds, and interest thereon and any and every extension, renewal and modification thereof, or of any part thereof, and all interest on all such extensions, renewals and modifications;

(2) all other indebtedness, obligations and liabilities of the Operator to the Mortgagee of every kind and description whatsoever, arising directly between the Operator and the Mortgagee or acquired outright, as a participation or as collateral security from another by the Mortgagee, direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, contracted or arising, joint or several, liquidated or unliquidated, regardless of how they arise or by what agreement or instrument they may be evidenced or whether they are evidenced by agreement or instrument, and whether incurred as maker, endorser, surety, guarantor, member of a partnership, syndicate, joint venture, association or other group, or otherwise, and any and all extensions, renewals and modifications of any of the same;

(3) all amounts becoming due and payable by any Mortgagor under the terms of this mortgage (including but not limited to reimbursement for advancements made by the Mortgagee under this mortgage) and any other security agreements, guarantees, mortgages or other documents now or hereafter evidencing or securing the Mortgagor’s performance of its obligations under the Lease, the Bonds, this mortgage or any other documents or agreements entered into connection with the Credit Documents; and

(4) the compliance with all of the stipulations, covenants, agreements, representations, warranties and conditions contained in this mortgage; the Mortgagor does hereby grant, bargain, sell and convey _, unto the Mortgagee, its successors and assigns, all right, title and interest of the Mortgagor, now or hereafter acquired, in and to the property and interests in property described in the following Granting Clauses A through H, both inclusive, and does grant to the Mortgagee a security interest in said property and interests in property:

(ii) any and all guaranties of the lessee’s and any sublessee’s performance under any of the Leases;

(iii) the immediate and continuing right to collect and receive all of the rents, income, receipts, revenues, issues and profits now due or which may become due or to which the Mortgagor may now or shall hereafter (including during the period of redemption, if any) become entitled or may demand or claim, arising or issuing from or out of the Leases or from or out of the Real Estate or any of the Improvements, or any part thereof, including, but not limited to, minimum rents, additional rents, percentage rents, common area maintenance charges, parking charges, tax and insurance premium contributions, and liquidated damages following default, the premium payable by any lessee upon the exercise of any cancellation privilege provided for in any of the Leases, and all proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Real Estate or the Improvements, together with any and all rights and claims of any kind that the Mortgagor may have against any such lessee under the Leases or against any subtenants or occupants of the Real Estate or any of the Improvements, all such moneys, rights and claims in this paragraph described being hereinafter referred to as the “Rents;” provided, however, so long as no Event of Default has occurred, the Mortgagor shall have the right under a license granted hereby to collect, receive and retain the Rents (but not prior to accrual thereof); provided, further, however, that “Rents” shall exclude any rents, income, receipts, revenues, issues and profits arising from or out of the Unassigned Rights (as defined in the Lease); and

(iv) any award, dividend or other payment made hereafter to the Operator in any court procedure involving any of the lessees under the Leases in any bankruptcy, insolvency or reorganization proceedings in any state or federal court and any and all payments made by lessees in lieu of rent. The Operator hereby appoints the Mortgagee as the Operator’s irrevocable attorney in fact to appear in any action and/or to collect any such award, dividend or other payment.

(All of the property and interests in property described in the foregoing Granting Clauses A through H, both inclusive, are herein sometimes collectively called the “Property”. The personal property described in Granting Clauses D, E and F and all other personal property covered by this mortgage are herein sometimes collectively called the “Personal Property”.)

SUBJECT, HOWEVER, to the easements, rights-of-way and other exceptions described on Exhibit B hereto (“Permitted Exceptions”).

To have and to hold the Property unto the Mortgagee, its successors and assigns forever.

1. Advance. The $4,500,000 debt evidenced by the Bonds is to be advanced by the Mortgagee to the Mortgagor in accordance with the terms of the Authorizing Resolution.

2. Warranties of Title. The Mortgagor covenants with the Mortgagee that the Mortgagor is lawfully seized in fee simple of the Real Estate and is the lawful owner of, and has good title to, the Personal Property, Improvements and other Property and has a good right to sell and convey the Property as aforesaid; that the Property is free of all encumbrances, except for the Permitted Exceptions; and that the Mortgagor will warrant and forever defend the title to the Property unto the Mortgagee against the lawful claims of all persons.

3. Maintenance of Lien Priority. The Mortgagor shall take all steps necessary to preserve and protect the validity and priority of the liens on, security interests in, and assignment of, the Property created hereby. The Mortgagor shall execute, acknowledge and deliver such additional instruments as the Mortgagee may deem necessary in order to preserve, protect, continue, extend or maintain the liens, security interests and assignments created hereby as first liens on, security interests in, and assignments of, the Property, except as otherwise permitted under the terms of this mortgage. All costs and expenses incurred in connection with the protection, preservation, continuation, extension or maintaining of the liens, security interests and assignments hereby created shall be paid by the Mortgagor.

4. Representations and Warranties Related to Rents and Leases.

(a) The Mortgagor has good title to the Rents and Leases hereby assigned and good right to assign the same, and no other person, corporation or entity has any right, title or interest therein.

(b) The Mortgagor has duly and punctually performed all and singular the terms, covenants, conditions and warranties of the Lease on the Mortgagor’s part to be kept, observed and performed.

(c) The Mortgagor has not previously sold, assigned, transferred, mortgaged or pledged the Leases or the Rents, whether now due or hereafter to become due.

(d) No Rents due for any period subsequent to the month next succeeding the date of this mortgage have been collected, and no payment of any of the Rents has otherwise been anticipated, waived, released, discounted, set-off or otherwise discharged or compromised.

(e) The Operator has not received any funds or deposits from any lessee in excess of one month’s rent for which credit has not already been made on account of accrued rents.

5. Covenants To Pay Liens and Maintain Insurance. For the purpose of further securing the payment of the Debt, the Operator agrees to: (a) pay all taxes, assessments, and other liens taking priority over this mortgage (hereinafter jointly called “Liens”), and if default is made in the payment of the Liens, or any part thereof, the Mortgagee, at its option, may pay the same; (b) keep, the Property continuously insured, in such manner and with such companies as may be satisfactory to the Mortgagee, against loss by flood (if the Property is located in a flood-prone area), fire, windstorm, vandalism and malicious mischief and other perils usually covered by a fire insurance policy with standard extended coverage endorsement, with loss, if any, payable (pursuant to loss payable clauses in form and content satisfactory to the Mortgagee) to the Mortgagee, as its interests may appear. Such insurance shall be in an amount at least equal to the full insurable value of the Personal Property and Improvements unless the Mortgagee agrees in writing that such insurance may be in a lesser amount. The original insurance policy and all replacements therefor, shall be delivered to, and held by, the Mortgagee until the Debt is paid in full. The original insurance policy and all replacements therefor must provide that they may not be canceled without the insurer’s giving at least thirty (30) days’ prior written notice of such cancellation to the Mortgagee. If requested by the Mortgagee, to further secure the payment of taxes, assessments, other charges and expenses, and premiums on the insurance required herein, the Operator shall deposit with the Mortgagee on the reimbursements of principal or interest, or both, respecting the Bonds are due under the Bonds (or on another day designated in writing by the Mortgagee), until the Debt is paid in full, an additional amount sufficient to accumulate with the Mortgagee the entire sum required to pay, when due, all taxes and assessments against the Property, the premiums for all insurance required herein and in the Lease, and amounts for other charges and expenses which the Mortgagee at any time reasonably deems necessary to protect the Property, to prevent the imposition of liens on the Property or otherwise to protect the Mortgagee’s interests, all as reasonably estimated from time to time by the Mortgagee. If said deposits are required by the Mortgagee hereunder, the deposits shall be held by the Mortgagee free of any liens or claims on the part of creditors of the Operator and as part of the security of the Mortgagee, and shall be used by the Mortgagee to pay taxes, assessments, insurance premiums and any other charges and expenses contemplated herein, on or related to the Property as the same accrue and are payable. The Operator hereby agrees to execute any additional documents that may be deemed necessary by the Mortgagee at any time to more fully describe the monthly escrows contemplated herein.

6. Assignment of Insurance Policies, etc. The Mortgagor hereby assigns and pledges to the Mortgagee, as further security for the payment of the Debt, each and every policy of hazard insurance now or hereafter in effect which insures the Property, or any part thereof (including without limitation the Personal Property and Improvements, or any part thereof), together with all right, title and interest of the Mortgagor in and to each and every such policy, including, but not limited to, all the Mortgagor’s right, title and interest in and to any premiums paid on each such policy, including all rights to return premiums. If the Mortgagor fails to keep the Property insured as specified above then, at the election of the Mortgagee and without notice to any person, the Mortgagee may, but shall not be obligated to, insure the Property for its full insurable value (or for such lesser amount as the Mortgagee may wish) against such risks, of loss and for its own benefit. The proceeds from such insurance (less the costs of collecting the same), if collected, shall be credited against the Debt; provided, however, if no Event of Default then exists, Mortgagee shall allow such proceeds to be used to purchase additional Personal Property to replace Personal Property which has been damaged or destroyed and to repair or reconstruct the Improvements. All amounts spent by the Mortgagee for insurance or for the payment of Liens or for environmental testing or remediation shall become a debt due by the Mortgagor to the Mortgagee and at once payable, without demand upon, or notice to, the Mortgagor, and shall be secured by this mortgage, and shall bear interest at the rate of interest set forth in the Bonds, or such lesser rate of interest as shall then be the maximum amount permitted by law, from the date of payment by the Mortgagee until paid by the Mortgagor.

7. Assignment of Condemnation Proceeds, etc. As further security for the Debt and the full and complete performance of each and every obligation, covenant, agreement and duty of the Mortgagor contained herein, and to the extent of the full amount of the Debt secured hereby and of the costs and expenses (including reasonable attorney’s fees) incurred by the Mortgagee in the collection of any award or payment, the Mortgagor hereby assigns to the Mortgagee any and all awards or payments, including all interest thereon, together with the right to receive the same, that may be made to the Mortgagor with respect to the Property as a result of (a) the exercise of the right of eminent domain, (b) the alteration of the grade or of any street or (c) any other injury to or decrease in value of the Property. All such damages, condemnation proceeds and consideration shall be paid directly to the Mortgagee, and after first applying said sums to the payment of all costs and expenses (including reasonable attorneys’ fees) incurred by the Mortgagee in obtaining such sums, the Mortgagee may, at its option, apply the balance on the Debt in any order and amount and whether or not then due, or hold such balance as a cash collateral reserve against the Debt, or provided no Event of Default then exists, Mortgagee shall agree to, at Mortgagee’s option, (i) apply such balance to the restoration of the Property or (ii) release the balance to the Mortgagor. No such application, holding in reserve or release shall cure or waive any default of the Mortgagor.

8. Covenant Against Waste. The Operator agrees to take good care of the Real Estate and all Improvements and Personal Property and not to commit or permit any waste thereon, and at all times to maintain such Improvements and Personal Property in as good condition as they now are, reasonable wear and tear excepted.

9. Hazardous Substances.

(a) Except for hazardous materials and substances and the use thereof  required to construct and to operate and maintain the Improvements and used, stored and disposed of in accordance with all applicable laws, the Operator shall not make, store, use, treat, release or dispose of any hazardous substances, pollutants or other contaminants (“Prohibited Substances”) on or under the Real Estate. If any such Prohibited Substances are nonetheless made, stored, used, treated, released, disposed of or found to exist on or under the Real Estate, the Operator shall give immediate written notice to the Mortgagee of such occurrence or existence. If the Operator fails to keep the Real Estate or Improvements free of such Prohibited Substances, the Mortgagee may, but shall not be obligated to, do or cause to be done such acts as are necessary or desirable in the Mortgagee’s opinion to remove and dispose of such Prohibited Substances. All amounts spent by the Mortgagee for the removal and disposal of such Prohibited Substances and the return of the Real Estate and Improvements to a condition free of Prohibited Substances shall become a debt due by the Operator to the Mortgagee and at once payable, without demand or notice, and shall become a part of the Debt secured by this mortgage, to bear interest as provided in the Bonds from the date of payment by the Mortgagee until paid by the Operator.

(b) The Operator hereby warrants that (i) there are no civil, criminal or administrative environmental proceedings involving the Real Estate that are pending or to the Operator’s knowledge threatened; (ii) the Operator knows of no facts or circumstances that might give rise to such a proceeding in the future; (iii) the Real Estate is in compliance with all applicable federal, state and local statutory and regulatory environmental requirements; and (iv) the Real Estate is free from any and all “hazardous substances,” “pollutants” and other “contaminants,” as those terms are defined in the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and rules and regulations thereunder, except for hazardous materials and substances and the use thereof required to construct and to operate and maintain the Improvements and used, stored and disposed of in accordance with all applicable laws. The Operator shall give immediate written notice to the Mortgagee of any actual or threatened “release” (as defined in CERCLA and rules and regulations thereunder) of such substances on or from the Real Estate or any portion thereof at any time during or preceding the Operator’s ownership of the Real Estate. The Operator shall indemnify and hold the Mortgagee harmless from and against all loss, damages, fines, penalties, liability and expenses (including but not limited to reasonable attorneys’ fees and costs of investigation and litigation) caused by or in any manner resulting from such substances on or under the Real Estate or any portion thereof at any time during or preceding the Operator’s ownership of the Real Estate. The indemnity provisions of this paragraph 9 shall survive the satisfaction of this mortgage and shall continue in full force and effect notwithstanding the payment of the Debt in full.

10. Covenants Related to Rents and Leases. The Operator covenants and agrees that the Operator shall:

(a) observe, perform and discharge all obligations, covenants and warranties provided for under the terms of the Leases to be kept, observed and performed by the Operator, and shall give prompt notice to the Mortgagee in the event the Operator fails to observe, perform and discharge the same;

(b) enforce or secure in the name of the Mortgagee the performance of each and every obligation, term, covenant, condition and agreement to be performed by any lessee under the terms Of the Leases;

(c) appear in and defend any action or proceeding arising under, occurring out of, or in any manner connected with the Leases or the obligations, duties or liabilities of the Operator and any lessee thereunder, and, upon request by the Mortgagee to do so in the name and on behalf of the Mortgagee but at the expense of the Operator, and to pay all costs and expenses of the Mortgagee, including reasonable attorneys’ fees, in any action or proceeding in which the Mortgagee may appear;

(d) not receive or collect any Rents from any present or future lessee of the Real Estate or any of the Improvements, or any part thereof, for a period of more than one month in advance, or pledge, transfer, mortgage or otherwise encumber or assign future payments of the Rents;

(e) not waive, excuse, condone, discount, set off, compromise, or in any manner release or discharge any lessee of the Real Estate or any of the Improvements of and from any obligations, covenants, conditions and agreements by said lessee to be kept, observed and performed, including the obligation to pay rent in the manner and at the place and time specified in any Lease;

(f) not cancel, terminate or consent to any surrender of any Lease, or modify  or in any way alter the terms thereof without, in each such instance, the prior written consent of the Mortgagee;

(g) not renew or otherwise extend the term of the Lease; and

(h) not enter into any future Lease.

11. Intentionally Deleted.

12. Covenant Against Sale, Lease or Transfer, etc. Notwithstanding any other provision of this mortgage or the other Credit Documents, if the Real Estate or the Improvements, or any part thereof, or any interest therein, is sold, leased, conveyed or transferred, without the Mortgagee’s prior written consent, or if the Real Estate or the Improvements, or any part thereof, or any interest therein, becomes subject to any additional lien, mortgage or other encumbrance, either voluntarily or involuntarily, without the Mortgagee’s prior written consent, the Mortgagee may, at its sole option: (a) declare the Debt immediately due and payable in full; or (b) require the payment, after the date of such sale, lease, conveyance or transfer, of a higher rate of interest on the unpaid principal portion of the Debt as a condition to not exercising such option to accelerate the Debt, whether such rights be exercised by the Mortgagee to obtain a higher rate of interest on the Debt or to protect the security of this mortgage.

13. Defeasance. This mortgage is made upon the condition that if the Mortgagor pays the Debt, and reimburses the Mortgagee for any amounts the Mortgagee has paid in respect of Liens or insurance premiums, and interest thereon, and fulfills all of its other obligations under this mortgage, this conveyance shall be null and void.

14. Events of Default. The Mortgagor shall be deemed in default hereunder upon the occurrence of any of the following events (“Events of Default”): (a) if the Mortgagor shall fail to pay to the Mortgagee when due the principal or interest on the Debt evidenced by the Bonds or any other sum due under any of the other Credit Documents, or any other Debt secured hereby and such failure continues for a period of five (5) days thereafter; or (b) if in the judgment of the Mortgagee the proceeds of the Bonds or any part thereof are being, or shall at any time have been, diverted to a purpose other than the payment or discharge of expenses related to the Project, which expenses have been approved by the Mortgagee; or (c) if the Mortgagor fails to comply with any of the provisions of this mortgage• or any of the other Credit Documents; or (d) if any statement, representation or warranty contained in this mortgage or any of the other Credit Documents or any report, certificate or other instrument delivered to the Mortgagee in connection with any of the same shall be untrue in any material respect; or (e) if the Mortgagor conveys or further encumbers all or part of the Property; or (f) if any lien, statement of lien or suit to enforce a lien is filed against any of the Property and the Mortgagor fails to have such lien satisfied or suit dismissed or to secure the payment of the amount claimed by such lien, statement of lien or suit by a bond, letter of credit or other security satisfactory to the Mortgagee within ten days of the day such lien or statement of lien is filed in the office of the Judge of Probate of the County in which the Real Estate is located or such suit is filed in court; or (g) if the Mortgagor at any time prior to completion of the Project abandons the Project, or ceases to work thereon for a period of more than ten consecutive calendar days, or fails diligently to prosecute the work on the Project; or (h) if the Mortgagor or any co-maker, endorser, surety, or guarantor of the Bonds or any of the other Debt (hereinafter collectively called the “Obligors” and singularly an “Obligor”) fails to pay such Obligor’s debts generally as they become due, or if a receiver, trustee, liquidator or other custodian is appointed for any Obligor or for any of the property of any. Obligor, or if a petition in bankruptcy (whether for liquidation, reorganization, arrangement, wage-earner’s plan or otherwise) is filed by or against any Obligor, or if any Obligor applies for the benefits of, or takes advantage of, any law for the relief of debtors, or enters into an arrangement or composition with, or makes an assignment for the benefit of, creditors; or (i) intentionally deleted; or (j) if the Mortgagor dissolves; or (k) if any other event of default occurs under any of the other Credit Documents; or (1) if the interest of the Mortgagee in any of the Property becomes endangered by reason of the enforcement of any prior lien or encumbrance thereon; or (m) if any law is passed imposing, or authorizing the imposition of, any specific tax upon this mortgage or the Debt or permitting or authorizing the deduction of any such tax from the principal of, or interest on, the Debt, or by virtue of which any tax, lien or assessment upon the Property shall be chargeable against the owner of this mortgage; (n) if any of the stipulations contained in this mortgage is declared invalid or inoperative by any court of competent jurisdiction; or (o) a default occurs under or the Guarantors otherwise fail to comply with any of the provisions, terms, covenants or conditions set forth in the Guaranty Agreement.

15. Rights and Remedies of Mortgagee upon Default.

(a) Acceleration of Debt. Upon the occurrence of an Event of Default or at any time thereafter, the Mortgagee may at its option and without demand or notice to the Mortgagor, declare all or any part of the Debt immediately due and payable, whereupon all such Debt shall forthwith become due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Mortgagor, and the Mortgagee may immediately enforce payment of all such amounts and may exercise any or all of its rights and remedies under this mortgage or any of the other Credit Documents and applicable law. The Mortgagor also waives any and all rights the Mortgagor may have to a hearing before any judicial authority prior to the exercise by the Mortgagee of any of its rights under this mortgage or any of the other Credit Documents and applicable law.

(b) Access to Property; Operation of Property by Mortgagee. Upon the occurrence of an Event of Default or at any time thereafter, in addition to all other rights  herein conferred on the Mortgagee, the Mortgagee (or any person, firm or corporation designated by the Mortgagee) may, but will not be obligated to, enter upon, and without taking possession thereof, inspect or cause to be inspected, the Property, including testing for hazardous substances, and/or to take possession of any or all of the Property, exclude the Mortgagor therefrom, and hold, use, administer, manage and operate the same to the extent that the Mortgagor could do so, without any liability to the Mortgagor resulting therefrom; and the Mortgagee may collect, receive and receipt for all proceeds accruing from such operation and management, make repairs and purchase needed additional property, and exercise every power, right and privilege of the Mortgagor with respect to the Property.

(c) Judicial Proceedings; Right to Receiver. Upon the occurrence of an Event of Default or at any time thereafter, the Mortgagee, in lieu of, or in addition to, exercising the power of sale hereinafter given, may proceed by suit to foreclose its lien on, security interest in, and assignment of, the Property, to sue the Mortgagor for damages on account of or arising out of said default or breach, or for specific performance of any provision contained herein, or to enforce any other appropriate legal or equitable right or remedy. The Mortgagee shall be entitled, as a matter of right, upon bill filed or other proper legal proceedings being commenced for the foreclosure of this mortgage, to the appointment by any competent court or tribunal, without notice to the Mortgagor or any other party, of a receiver of the rents, issues and profits of the Property, with power to lease and control the Property and with such other powers as may be deemed necessary.

(d) Foreclosure Sale. Upon the occurrence of an Event of Default, or at any time thereafter, this mortgage shall be subject to foreclosure and may be foreclosed as now provided by law in case of past due mortgages, and the Mortgagee shall be authorized, at its option, whether or not possession of the Property is taken, after giving twenty-one days notice by publication once a week for three consecutive weeks of the time, place and terms of each such sale by publication in some newspaper of general circulation published in the county wherein the Property or any part thereof is located, to sell the Property (or such part or parts thereof as the Mortgagee may from time to time elect to sell) in front of such county’s courthouse door, at public outcry, during the legal hours of sale, to the highest bidder for cash. The Mortgagee, its successors and assigns, may bid at any sale or sales had under the terms of this mortgage and may purchase the Property, or any part thereof, if the highest bidder therefor. The purchaser at any such sale or sales shall be under no obligation to see to the proper application of the purchase money. At any foreclosure sale, any part or all of the Property, real, personal or mixed, may be offered for sale in parcels or en masse for one total price, the proceeds of any such sale en masse to be accounted for in one account without distinction between the items included therein or without assigning to them any proportion of such proceeds, the Mortgagor hereby waiving the application of any doctrine of marshalling or like proceeding. In case the Mortgagee, in the exercise of the power of sale herein given, elects to sell the Property in parts or parcels, sales thereof may be held from time to time, and the power of sale granted herein shall not be fully exercised until all of the Property not previously sold shall have been sold or all the Debt secured hereby shall have been paid in full.

(e) Personal Property and Fixtures. Upon the occurrence of an Event of Default or at any time thereafter, the Mortgagee shall have and may exercise with respect to the Personal Property and fixtures included in the Property (the “Collateral”) all rights, remedies and powers of a secured party under the Alabama Uniform Commercial Code with reference to the Collateral or any other items in which a security interest has been granted herein, including, without limitation, the right and power to sell at public or private sale or sales or otherwise dispose of, lease or utilize the Collateral and any part or parts thereof in any manner to the fullest extent authorized or permitted under the Alabama Uniform Commercial Code after default hereunder, without regard to preservation of the Collateral or .its value and without the necessity of a court order. The Mortgagee shall have, among other rights, the right to take possession of the Collateral and to enter upon any premises where the same may be situated for the purpose of repossessing the same without being guilty of trespass and without liability for damages occasioned thereby and to take any action deemed appropriate or desirable by the Mortgagee; at its option and its sole discretion, to repair, restore or otherwise prepare the Collateral for sale, lease or other use or disposition. At the Mortgagee’s request, the Mortgagor shall assemble the Collateral and make the Collateral available to the Mortgagee at any place designated by the Mortgagee. To the extent permitted by law, the Mortgagor expressly waives any notice of sale or any other disposition of the Collateral and any rights or remedies of the Mortgagee with respect to, and the formalities prescribed by law relative to, the sale or disposition of the Collateral or to the exercise of any other right or remedy of the Mortgagee existing after default. To the extent that such notice is required and cannot be waived, the Mortgagor agrees that if such notice is given to the Mortgagor in accordance with the provisions of paragraph 28 below, at least five days before the time of the sale or other disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving said notice.

The Mortgagor agrees that the Mortgagee may proceed to sell or dispose of both the real and personal property comprising the Property in accordance with the rights and remedies granted under this mortgage with respect to the real property covered hereby. The Mortgagor hereby grants the Mortgagee the right, at its option after default hereunder, to transfer at any time to itself or its nominee the Collateral or any part thereof and to receive the monies, income, proceeds and benefits attributable to the same and to hold the same as Collateral or to apply it on the Debt in such order and amounts and manner as the Mortgagee may elect. The Mortgagor covenants and agrees that all recitals in any instrument transferring, assigning, leasing or making other disposition of the Collateral or any part thereof shall be full proof of the matters stated therein and no other proof shall be required to establish the legal propriety of the sale or other action taken by the Mortgagee and that all prerequisites of sale shall be presumed conclusively to have been performed or to have occurred.

(f) Rents and Leases. Upon the occurrence of an Event of Default or at any time thereafter:

(i) The Mortgagee, at its option, shall have the right, power and  authority to exercise and enforce any or all of the following rights and remedies with respect to Rents and Leases:

(A) to terminate automatically, without the necessity of taking any action, the license granted to the Mortgagor in Granting Clause C(iii) hereof to collect the Rents, and, without taking possession, in the Mortgagee’s own name to demand, collect, receive, sue for, attach and levy the Rents, to give proper receipts, releases and acquittances therefor, and after deducting all necessary and reasonable costs and expenses of collection, including reasonable attorney’s fees, to apply the net proceeds thereof to the Debt in such order and amounts as the Mortgagee may choose (or hold the same in a reserve as security for the Debt);

(B) without regard to the adequacy of the security, with or without any action or proceeding, through any person or by agent, or by a receiver to be appointed by court, to enter upon, take possession of, manage and operate the Property or any part thereof for the account of the Mortgagor, make, modify, enforce, cancel or accept surrender of any Lease, remove and evict any lessee or sublessee, increase or reduce rents, decorate, clean and make repairs, and otherwise do any act or incur any cost or expenses the Mortgagee shall deem proper to protect the security hereof, as fully and to the same extent as the Mortgagor could do if in possession, and in such event to apply any funds so collected to the operation and management of the Property (including payment of reasonable management, brokerage and attorney’s fees) and payment of the Debt in such order and amounts as the Mortgagee may choose (or hold the same in reserve as security for the Debt); and

(C) to take whatever legal proceedings may appear necessary or desirable to enforce any obligation or covenant or agreement of the Mortgagor under this mortgage.

(ii) The collection of the Rents and application thereof (or holding thereof in reserve) as aforesaid or the entry upon and taking possession of the Property or both shall not cure or waive any default or waive, modify or affect any notice of default under this mortgage, or invalidate any act done pursuant to such notice, and the enforcement of such right or remedy by the Mortgagee, once exercised, shall continue for so long as the Mortgagee shall elect, notwithstanding that the collection and application aforesaid of the Rents may have cured the original default. If the Mortgagee shall thereafter elect to discontinue the exercise of any such right or remedy, the same or any other right or remedy hereunder may be reasserted at any time and from time to time following any subsequent default.

(g) Application of Proceeds. All payments received by the Mortgagee as proceeds of the Property, or any part thereof, as well as any and all amounts realized by the Mortgagee in connection with the enforcement of any right or remedy under or with respect to this mortgage, shall be applied by the Mortgagee as follows: (i) to the payment of all necessary expenses incident to the execution of any foreclosure sale or sales or other remedies under this mortgage, including reasonable attorneys’ fees as provided herein and in the other Credit Documents, (ii) to the payment in full of any of the Debt that is then due and payable (including without limitation principal, accrued interest and all other sums secured hereby) and to the payment of attorneys’ fees as provided herein, (iii) to a cash collateral reserve fund to be held by the Mortgagee in an amount equal to, and as security for, any of the Debt that is not then due and payable, and (iv) the remainder, if any, shall be paid to the Mortgagor or such other person or persons as may be entitled thereto by law, after deducting therefrom the cost of ascertaining their identity.

(h) Multiple Sales. Upon the occurrence of an Event of Default or at any time thereafter, the Mortgagee shall have the option to proceed with foreclosure, either through the courts or by proceeding with foreclosure as provided for in this mortgage, but without declaring the whole Debt due. Any such sale may be made subject to the unmatured part of the Debt secured by this mortgage, and such sale, if so made, shall not in any manner affect the unmatured part of the Debt secured by this mortgage, but as to such unmatured part of the Debt this mortgage shall remain in full force and effect as though no sale had been made under the provisions of this paragraph. Several sales may be made under the provisions of this paragraph without exhausting the right of sale for any remaining part of the Debt whether then matured or unmatured, the purpose hereof being to provide for a foreclosure and sale of the Property for any matured part of the Debt without exhausting any power of foreclosure and the power to sell the Property for any other part of the Debt, whether matured at the time or subsequently maturing.

(i) Waiver of Appraisement Laws. The Mortgagor waives, to the fullest extent permitted by law, the benefit of all laws now existing or hereafter enacted providing for (i) any appraisement before sale of any portion of the Property (commonly known as appraisement laws), or (ii) any extension of time for the enforcement of the collection of the Debt or any creation or extension of a period of redemption from any sale made in collecting the Debt (commonly known as stay laws and redemption laws).

(j) Prerequisites of Sales. In case of any sale of the Property as authorized by this paragraph 15, all prerequisites to the sale shall be presumed to have been performed, and in any conveyance given hereunder all statements of facts, or other recitals therein made, as to the nonpayment of any of the Debt or as to the advertisement of sale, or the time, place and manner of sale, or as to any other fact or thing, shall be taken in all courts of law or equity as prima facie evidence that the facts so stated or recited are true.

16. Collection Costs. The Operator agrees to pay all costs, including reasonable attorneys’ fees, incurred by the Mortgagee in collecting or securing, or attempting to collect or secure, the Debt, or any part thereof, or in defending or attempting to defend the priority of this mortgage against any Lien on the Property, unless this mortgage is herein expressly made subject to any such Lien; and/or all costs incurred in the foreclosure of this mortgage, either under the power of sale contained herein, or by virtue of the decree of any court of competent jurisdiction. The full amount of such costs incurred by the Mortgagee shall be a part of the Debt and shall be secured by this mortgage.

17. No Obligations with Respect to Leases. The Mortgagee shall not by virtue of this mortgage or otherwise assume any duties, responsibilities, liabilities or obligations with respect to Leases, the Improvements, the Personal Property, the Real Estate or any of the other Property (unless expressly assumed by the Mortgagee under a separate agreement in writing), and this mortgage shall not be deemed to confer on the Mortgagee any duties or obligations that would make the Mortgagee directly or derivatively liable for any person’s negligent, reckless or willful conduct. The Mortgagor agrees to defend, indemnify and save harmless the Mortgagee from and against any and all claims, causes of action and judgments relating to the Mortgagor’s performance of its duties, responsibilities and obligations under Leases and with respect to the Real Estate, the Improvements, the Personal Property, or any of the other Property.

18. Construction of Mortgage. This mortgage is and may be construed as a mortgage, deed of trust, chattel mortgage, conveyance, assignment, security agreement, pledge, financing statement, hypothecation or contract, or any one or more of them, in order fully to effectuate the lien hereof and the assignment and security interest created hereby and the purposes and agreements herein set forth.

19. Successors and Assigns. All covenants and agreements herein made by the undersigned shall bind the undersigned and the successors and assigns of the undersigned; and every option, right and privilege herein reserved or secured to the Mortgagee shall inure to the benefit of the Mortgagee’s successors and assigns.

20. Waiver and Election. The exercise by the Mortgagee of any option given under the terms of this mortgage shall not be considered as a waiver of the right to exercise any other option given herein, and the filing of a suit to foreclose the lien, security interest and assignment granted by this mortgage, either on any matured portion of the Debt or for the whole of the Debt, shall not be considered an election so as to preclude foreclosure under power of sale after a dismissal of the suit; nor shall the publication of notices for foreclosure preclude the prosecution of a later suit thereon. No failure or delay on the part of the Mortgagee in exercising any right, power or remedy under this mortgage shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder or thereunder. The remedies provided in this mortgage and in the other Security Documents are cumulative and not exclusive of any remedies provided by law. No amendment, modification, termination or waiver of any provisions of this mortgage or any of the Security Documents, nor consent to any departure by the Mortgagor therefrom, shall be effective unless the same shall be in writing and signed by an executive officer of the Mortgagee, and then such waiver or consent shall be effective only in this specific instance and for the specific purpose for which given. No notice to, or demand on, the Mortgagor in any case shall entitle the Mortgagor to any other or further notice or demand in similar or other circumstances.

21. Landlord-Tenant Relationship. Any sale of the Property under this mortgage shall, without further notice, create the relationship of landlord and tenant at sufferance between the purchaser and the Mortgagor.

22. Enforceability. If any provision of this mortgage is now or at any time hereafter becomes invalid or unenforceable, the other provisions hereof shall remain in full force and effect, and the remaining provisions hereof shall be construed in favor of the Mortgagee to effectuate the provisions hereof.

23. Application of Payments. If the lien, assignment or security interest created by this mortgage is invalid or unenforceable as to any part of the Debt or is invalid or unenforceable as to any part of the Property, the unsecured or partially secured portion of the Debt shall be completely paid prior to the payment of the remaining and secured or partially secured portion of the Debt, and all payments made on the Debt, whether voluntary or under foreclosure or other enforcement action or procedures, shall be considered to have been first paid on, and applied to, the full payment of that portion of the Debt which is not secured or not fully secured by said lien, assignment or security interest created hereby.

24. Meaning of Particular Terms. Whenever used, the singular number shall include the plural and the plural the singular, and pronouns of one gender shall include all genders; and the words “Mortgagor” and “Mortgagee” shall include their respective successors and assigns. Plural or singular words used herein to designate the undersigned shall be construed to refer to the maker or makers of this instrument, whether one or more natural persons, corporations, associations, partnerships, limited liability companies or other entities.

25. Advances by the Mortgagee. If the Mortgagor shall fail to comply with the provisions hereof with respect to the securing of insurance, the payment of Liens, the keeping of the Property in repair, the performance of the Mortgagor’s obligations under any Lease, the payment of any prior mortgages, or the performance of any other term or covenant herein contained, the Mortgagee may (but shall not be required to) make advances to perform the same, and where necessary enter the Property for the purpose of performing any such term or covenant. The Mortgagor agrees to repay all such sums advanced upon demand, with interest from the date such advances are made, at the rate provided for in the Credit Documents, or the highest rate permitted by law, whichever shall be less, and all sums so advanced with interest shall be a part of the Debt and shall be secured hereby. The making of any such advances shall not be construed as a waiver by the Mortgagee of any Event of Default resulting from the Mortgagor’s failure to pay the amounts paid.

26. Release or Extension by the Mortgagee. The Mortgagee, without notice to the Mortgagor and without in any way affecting the rights of the Mortgagee hereunder as to any part of the Property not expressly released, may release any part of the Property or any person liable for any of the Debt and may agree with any party with an interest in the Property to extend the time for payment of all or any part of the Debt or to waive the prompt and full performance of any term, condition or covenant of this mortgage, any of the other Credit Documents, or any other instrument evidencing or securing the Debt.

27. Partial Payments. Acceptance by the Mortgagee of any payment of less than the full amount due on the Debt shall be deemed acceptance on account only, and the failure of the Mortgagor to pay the entire amount then due shall be and continue to constitute an Event of Default, and at any time thereafter and until the entire amount due on the Debt has been paid, the Mortgagee shall be entitled to exercise all rights conferred on it by the terms of this mortgage in case of the occurrence of an Event of Default.

28. Addresses for Notices. All notices, requests, demands and other communications provided for hereunder shall be delivered by personal delivery, by certified or registered mail, return receipt requested, or by overnight courier at the address indicated on the first page of this mortgage or at such other address as shall be designated by either party in a written notice to the other party hereto. Any communication so addressed shall be deemed to be given on the earliest of (1) when actually delivered or first refused for delivery, if by personal  delivery, (2) on the first Business Day after deposit with an overnight courier service, or (3) on the third Business Day after deposit in the United States mail.

29. Titles. All section, paragraph, subparagraph or other titles contained in this mortgage are for reference purposes only, and this mortgage shall be construed without reference to said titles.

30. Limitation of Liability. Notwithstanding any other provision hereof, this Section will control absolutely with respect to the obligations of the Issuer hereunder. No provision hereof shall be construed to impose a charge against the general credit of the Issuer or any personal or pecuniary liability upon the Issuer or give rise to or impose a lien or charge upon its property other than the Real Estate and the Improvements leased by the. Issuer to the Operator pursuant to the Lease. All obligations incurred by the Issuer hereunder are payable solely from the revenues and receipts to be derived from any leasing or sale of the Real Estate or the Improvements, including insurance proceeds and condemnation awards. No provision hereof shall require the Issuer to incur any expense or expend any of its funds not paid or advanced to the Issuer by the Operator or by or on behalf of the Mortgagee. Neither the State of Alabama nor the City of Montgomery is liable for the performance of any pledge, mortgage, obligation, or agreement of any kind whatsoever which is undertaken by the Issuer. No agreement of the Issuer shall be construed to constitute an indebtedness of the State of Alabama or the City of Montgomery within the meaning of any constitutional or statutory provision. Further, none of the directors, officers, employees, or agents of the Issuer shall have any personal or pecuniary liability whatsoever hereunder or any liability for the breach by the Issuer of any of the agreements on its part herein contained.

IN WITNESS WHEREOF, the Mortgagor has caused this Mortgage to be executed by its duly authorized representative as of the date first written above.

STATE OF Alabama)

Montgomery COUNTY )

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that J. S. Barocas, whose name as CFO of KINPAK INC., a Alabama corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day o f September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

STATE OF ALABAMA)

Montgomery COUNTY)

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Robert M. Hardwich, Jr., whose name as Chairman of The Industrial Development Board of the City of Montgomery, a public corporation under the laws of the State of Alabama, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, s/he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

EXHIBIT A

TO

MORTGAGE, SECURITY AGREEMENT

AND ASSIGNMENT OF RENTS AND LEASES

[Legal Description]

Lot 3-3A-1 according to the Map of Replat of Lot 3-3A, Gunter Industrial Park, which said Replat appears of record in Plat Book 29 at Page 150, in the Office of the Judge of Probate of Montgomery County, Alabama, being a Replat of Lot 3-3 of the Gunter Industrial Park Plat 3 and Lot 3-4B of the Replat of Lot 3-4 of Gunter Industrial Park Plat 3, lying in Section 2, Township 16 North, Range 18 East, and Section 35, Township 17 North, Range 18 East Montgomery County, Alabama.

EXHIBIT B
TO
MORTGAGE, SECURITY AGREEMENT
AND ASSIGNMENT OF RENTS AND LEASES

[Permitted Exceptions]

21

Exhibit 99.4

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of September 1, 2017, by OCEAN BIO-CHEM, INC., a Florida corporation (“OBC”), and its consolidated subsidiaries a party hereto (collectively with OBC, the “Guarantor”), in favor of REGIONS CAPITAL ADVANTAGE, INC., a Tennessee corporation (the “Lender”).

Recitals

A. Simultaneously with the execution and delivery hereof, The Industrial Development Board of the City of Montgomery, a public corporation under the laws of the State of Alabama (the “Issuer”), will issue and deliver its $4,500,000 Revenue Bonds (KINPAK INC. Project) Series 2017 (the “Bonds”), pursuant to a resolution of the Issuer adopted on September 21, 2017 (the “Authorizing Resolution”).

B. The proceeds of the Bonds will be used by the Issuer to finance construction of a plant expansion and acquisition and installation of associated machinery and equipment (collectively, the “Improvements”) at an existing manufacturing facility of the Issuer located in the City of Montgomery, Alabama, at 2780 Gunter Park Drive East (the “Project Site,” and, together with the Improvements, the “Project”).

C. The Lender has determined to make a loan to KINPAK INC., an Alabama corporation (the “Borrower”) to finance the costs of the Improvements (the “Loan”) and, in evidence of the repayment obligations of the Borrower under the Loan, has agreed to acquire and purchase the Bonds from the Issuer. Under the Authorizing Resolution, the Issuer sold and awarded the Bonds to the Lender at and for a purchase price equal to one hundred percent (100%) of the aggregate principal amount thereof.

D. The Project will be leased by the Issuer to the Borrower pursuant to that certain Second Restated Lease Agreement dated as of September 1, 2017 (the “Lease”), between the Issuer and the Borrower.

E. The Bonds will be limited obligations of the Issuer payable out of the revenues and receipts derived from the leasing or sale of the Project under the Lease.

F. As security for the payment of the Bonds, the Borrower and the Issuer shall execute, deliver and record a Mortgage, Security Agreement and Assignment of Rents and Leases in favor of the Lender (the “Mortgage”), whereby the Lender will be granted, among other things, a mortgage and security interest in the Project, and, as additional security for the payment of the Bonds, the Guarantor will execute and deliver to the Lender this Guaranty.

G. As a condition precedent to the making of the Loan and the purchase of the Bonds, Lender requires the execution of this Guaranty by Guarantor. The parties wish to establish the terms and conditions of such guaranty.

Agreement

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to Lender to extend credit to Borrower, Guarantor hereby guarantees to Lender the prompt and full payment and performance of the indebtedness and obligations described below in this Guaranty (collectively called the “Guaranteed Obligation”), this Guaranty being upon the following terms and conditions:

1. Definitions. For purposes of this Guaranty, except as otherwise expressly provided or unless the context otherwise requires:

(a) The terms defined in this Section have the meanings assigned to them in this Section. Singular terms shall include the plural as well as the singular and vice versa. Unless otherwise defined herein, capitalized terms shall have the meaning assigned to them in the Lease.

(b) All references to other documents or instruments shall be deemed to refer to such documents or instruments as they may hereafter be extended, renewed, modified, or amended (except to the extent such extension, renewal, modification or amendment is restricted by this Guaranty).

2. Guaranty of Payment.

a. Guarantor hereby unconditionally guarantees to Lender the payment, as and when the same shall be due and payable, whether by lapse of time, by acceleration of maturity or otherwise, and at all times thereafter, of all principal, interest, fees, costs, expenses, attorneys’ fees, indemnification indebtedness and other sums of money now or hereafter due and owing pursuant to the terms of the Lease, the Bonds, the Mortgage or any other documents or agreements entered into connection with any of the foregoing (collectively, the “Credit Documents”) now or hereafter existing, and all renewals, extensions, refinancings, modifications or amendments of such indebtedness or any part thereof together with costs of collection as set forth in Section 11 hereof (herein collectively called the “Indebtedness”). This Guaranty covers the Indebtedness whether presently outstanding or arising subsequent to the date hereof including all amounts advanced by Lender in stages or installments. The guaranty of Guarantor as set forth in this Section is a guaranty of payment and not of collection.

b. Notwithstanding anything to the contrary contained in this Guaranty or any provision of any other Credit Document, the Guaranteed Obligation guaranteed hereunder by any Guarantor shall not extend to or include any Excluded Swap Transaction (as defined below) with respect to that Guarantor. For purposes hereof, “Excluded Swap Transaction” means, with respect to any Guarantor, any transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (“Swap”), if, and to the extent that, such Guarantor is not an “eligible contract participant” under and as defined in Section la(18) of the Commodity Exchange Act (or CFTC rules promulgated thereunder) on the date such Swap is entered into or such transaction is or becomes illegal under the Commodity Exchange Act (or CFTC rules promulgated thereunder) or other applicable law.

3. Guaranty of Performance. Guarantor additionally hereby unconditionally guarantees to Lender the timely performance of all other obligations of Borrower under all of the Credit Documents, including, without limiting the generality of the foregoing, that:

(a) the Improvements will be constructed upon the Real Estate in accordance with the Lease and substantially in accordance with the Plans; and

(b) the Improvements will be completed and ready for occupancy, including delivery of any certificates required by law or the Lease, on or before the date required in the Lease.

4. Primary Liability of Guarantor. This Guaranty is an absolute, irrevocable and unconditional guaranty of payment and performance. In the event of default by Borrower in payment or performance of the Guaranteed Obligation, or any part thereof, when such indebtedness or performance becomes due, either by its terms or as the result of the exercise of any power to accelerate, Guarantor, on demand and without presentment, protest, notice of protest, further notice of nonpayment or of dishonor or of default or nonperformance, or notice of acceleration or of intent to accelerate, or any other notice whatsoever, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Guaranty, and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness or of such obligation to perform, shall pay the amount outstanding pursuant to Section 2 hereof to Lender, or perform or observe the agreement, covenant, term or condition, as the case may be, and it shall not be necessary for Lender, in order to enforce such payment or performance by Guarantor, first to institute suit or exhaust Lender’s remedies against Borrower or others liable on such indebtedness or for such performance (including any action against any other Guarantor hereof), to enforce its rights against any security which shall ever have been given to secure such indebtedness or performance, to join Borrower or any others liable on the Guaranteed Obligation in any action to enforce this Guaranty, or to resort to any other means of obtaining payment or performance of the Guaranteed Obligation. Suit may be brought or demand may be made against all parties who have signed this Guaranty, or against any one or more of them, separately or together, without impairing the rights of Lender against any other party hereto. At any time Lender is entitled to exercise its remedies hereunder, Lender may, in its discretion elect to demand payment or performance. If Lender elects to demand performance, it shall at all times thereafter have the right to demand payment until all of the Indebtedness has been paid in full. If Lender elects to demand payment, it shall at all times thereafter have the right to demand performance until all of the Indebtedness has been paid in full. If Lender forecloses on any real property collateral securing the Indebtedness, the amount of the Indebtedness may be reduced only by the amount of the net proceeds to Lender resulting from the foreclosure sale, even if such collateral is worth more than the price for which the collateral is sold at such sale; and Lender may collect from Guarantor hereunder even if Lender, by foreclosing on the real property collateral, has destroyed any rights Guarantor may have to collect from Borrower or anyone else.

5. Certain Agreements and Waivers by Guarantor. Guarantor hereby agrees that neither Lender’s rights and remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following:

(a) any limitation of liability or recourse in any other Credit Document;

(b) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligation;

(c) any release, surrender, exchange, subordination, deterioration, waste, impairment or loss of, or any failure to create or perfect, any lien or security interest with respect to any security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligation;

(d) any partial release of the liability of Guarantor hereunder or any other Guarantor under a separate Guaranty, or if there is more than one person signing this Guaranty, the complete or partial release of any one or more of them hereunder;

(e) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, change of form and/or name, structure or ownership, sale of all assets, or lack of limited liability company or other power of Borrower, any of the undersigned, or any party at any time liable for the payment or performance of any or all of the Guaranteed Obligation, whether now existing or hereafter occurring;

(f) renewal, extension, modification or rearrangement of the payment or performance of any or all of the Guaranteed Obligation, either with or without notice to or consent of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Lender to Borrower or Guarantor from time to time;

(g) any neglect, delay, omission, failure, or refusal of Lender to take or prosecute any action for the collection or enforcement of any of the Guaranteed Obligation or to foreclose or take or prosecute any action to foreclose upon any security therefor or to take or prosecute any action in connection with any Credit Document;

(h) any failure of Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification or assignment of the Guaranteed Obligation or any part thereof, or of any Credit Document, or of any release of or change in any security or of any other action taken or refrained from being taken by Lender against Borrower or any security or other recourse or of any new agreement between Lender and Borrower, it being understood that Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligation;

(i) the unenforceability of all or any part of the Guaranteed Obligation against Borrower, whether because the Guaranteed Obligation exceeds the amount permitted by law or violates any usury law, the act of creating the Guaranteed Obligation, or any part thereof, is ultra   vires , the officers or persons creating same acted in excess of their authority, Borrower has any valid defense, claim or offset with respect thereto, or otherwise, it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other person be found not liable on the Guaranteed Obligation, or any part thereof, for any reason;

(j) any payment by Borrower or any other Guarantor to Lender is held to constitute a preference under the bankruptcy laws or if for any other reason Lender is required to refund such payment or pay the amount thereof to someone else; or

(k) the construction of the Project by Lender on its own behalf or on the account of Borrower in accordance with the Credit Documents.

It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that until the Guaranteed Obligation or all amounts required to be paid by Guarantor under this Guaranty are fully and finally paid and performed, such obligations and liabilities shall not be discharged or released, in whole or in part, by any act or occurrence which might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of a guarantor.

6. Subordination; Subrogation . If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor:

(a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligation and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligation. Notwithstanding anything to the contrary contained in this Guaranty or any payments made by any party hereunder, until the Guaranteed Obligation is paid in full and no longer subject to being recovered or set aside, Guarantor hereby permanently and irrevocably waives any right of subrogation in or under any of the Credit Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Obligation;

(b) after the occurrence of a default (whether or not declared, but if not declared, only if Guarantor has actual knowledge of the occurrence of such default) under any of the Credit Documents, Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Guaranteed Obligation has been fully and finally paid and performed;

(c) Guarantor hereby assigns and grants to Lender a security interest, as security for the Guaranteed Obligation, in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or. insolvency proceedings involving Borrower as debtor, Lender shall have the right to prove Lender’s claim in any such proceeding so as to establish Lender’s rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a default shall have occurred or be continuing under any of the Credit Documents), dividends and payments which are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligation has been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution which is prohibited as provided above in this Section 6 , Guarantor shall pay the same to Lender, immediately, Guarantor hereby agreeing that Guarantor shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and

(d) Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of Lender’s rights under this Section, including but not limited to execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any, promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.

Nothing herein contained shall operate as a release or discharge, in whole or in part, of any claim of Guarantor against Borrower, by subrogation or otherwise, by reason of any act done or payment made by Guarantor pursuant to the provisions of this Guaranty; but all such claims, including claims for any indebtedness of Borrower to Guarantor, whether now existing or hereafter arising, shall be subordinate to the Guaranteed Obligation and the liens, security interests and rights of Lender under the Credit Documents.

7. Other Liability of Guarantor or Borrower. If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. If Borrower is or becomes indebted to Lender for other than the Indebtedness, any payment received or recovery realized upon any indebtedness of Borrower to Lender may, except to the extent paid by Guarantor on the Indebtedness or specifically required by law or agreement (including, without limitation, any Credit Document) of Lender, be applied to the Indebtedness.

8. Lender’s Successors and Assigns. This Guaranty is for the benefit of Lender and its successors and assigns, and in the event of an assignment of the Indebtedness or any part thereof, the rights and benefits hereunder, to the extent applicable to the Indebtedness so assigned, may be transferred with such Indebtedness. Guarantor waives notice of any transfer or assignment of the Indebtedness, or any part thereof, and agrees that failure to give notice will not affect the liabilities of Guarantor hereunder.

9. Binding Effect. This Guaranty is binding not only on Guarantor, but on Guarantor’s estate, heirs, personal representatives, successors and assigns. Upon the death of any of the undersigned, this Guaranty shall continue against its or his estate and against all survivors among the undersigned as to all of the Guaranteed Obligations, including that portion incurred or arising after such death. If this Guaranty is signed by more than one person, then all of the obligations of Guarantor arising herein shall be jointly and severally binding on the undersigned, and his heirs, personal representatives, successors and assigns, and the term “Guarantor” shall mean all such persons and each of them individually. Words importing persons herein shall include firms, associations, partnerships (including limited partnerships), joint ventures, trusts, corporations, limited liability companies and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons.

10. Invalid Provisions. If any provision of this Guaranty or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Guaranty nor the application of such provision to any other person or circumstance shall be affected thereby, but rather the same shall be enforced to the greatest extent permitted by law.

11. Attorney’s Fees and Costs of Collection. Guarantor shall pay on demand the reasonable attorney’s fees and all other costs and expenses which may be incurred by Lender in the enforcement of or preservation of Lender’s rights under this Guaranty, which covenant shall survive any payment or discharge in full of the Indebtedness.

12. Payments. All sums payable under this Guaranty shall be paid in lawful money of the United States of America which at the time of payment is legal tender for the payment of public and private debts.

13. Controlling Agreement. It is not the intention of Lender or Guarantor to obligate Guarantor to pay interest in excess of that legally permitted to be paid by Guarantor under applicable law. Should it be determined that any portion of the Guaranteed Obligation constitutes interest in excess of the maximum amount of interest which Guarantor (in S such capacity) may lawfully be required to pay under applicable law, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable law. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Lender.

14. Warranties and Representations of Guarantor. Guarantor hereby represents and warrants that (a) Guarantor directly or indirectly owns an interest in Borrower and that this Guaranty may reasonably be expected to benefit Guarantor, in an amount not less than the amount guaranteed hereunder; (b) this Guaranty is valid and is binding upon Guarantor; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law or in default (or provide cause for acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) except as expressly disclosed in writing to Lender, there is no action, suit or proceeding pending or to the knowledge of Guarantor threatened before or by any court or governmental authority against or affecting Guarantor which could have a material adverse effect on the financial condition of Guarantor or Guarantor’s ability to fulfill its obligations under this Guaranty; (e) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately in all material respects present the financial condition of Guarantor as of the dates therein, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, no material adverse effect has occurred with respect to the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (f) after giving effect to this Guaranty, Guarantor is solvent; (g) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of Borrower, or any change therein; and (h) Guarantor acknowledges and agrees that Guarantor may be required to pay and perform the Guaranteed Obligation in full, subject to Section 2 hereof, without assistance or support from Borrower or any other party. Guarantor’s representations and warranties are a material inducement to Lender to enter into the other Credit Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, or any security for the Indebtedness.

15. Notices and Communications. All notices and other communications hereunder shall be in writing and shall be effective when sent by certified or registered mail, return receipt requested, or by overnight courier: (a) if to Guarantor, at 4041 SW 47 ^th Avenue, Fort Lauderdale, Florida 33314, or at such other address as Guarantor shall have furnished to Lender, or (b) if to Lender, addressed to it at 1900 5 ^t h Avenue North, Suite 2400, Birmingham, Alabama 35203, or at such other address as Lender shall have furnished to Guarantor.

16. Consent to Jurisdiction, Waiver of Jury Trial.

(a) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE STATE OF ALABAMA, AND GUARANTOR WAIVES ANY OBJECTIONS WHICH IT OR HE MAY NOW OR HEREAFTER HAVE BASED ON THE VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. FINAL JUDGMENT IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON GUARANTOR AND MAY BE ENFORCED IN ANY COURT TO THE JURISDICTION OF WHICH GUARANTOR IS SUBJECT, BY A SUIT UPON SUCH JUDGMENT, PROVIDED THAT SERVICE OF PROCESS IS EFFECTED UPON GUARANTOR IN ONE OF THE MANNERS SPECIFIED IN THIS SECTION 16 OR AS OTHERWISE PERMITTED BY LAW. NOTHING IN THIS SECTION 16 SHALL AFFECT THE RIGHT OF LENDER OTHERWISE TO BRING PROCEEDINGS AGAINST GUARANTOR IN THE COURTS OF ANY JURISDICTION OR JURISDICTIONS.

(b) GUARANTOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF ANY PARTY OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT OR IN ANY WAY RELATING TO THIS GUARANTY, THE LOAN OR THE PROJECT (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER TO EXEND THE LOAN AND ACQUIRE THE BOND AND FOR THE LENDER TO ENTER INTO THOSE FINANCING DOCUMENTS TO WHICH IT IS A PARTY.

(c) Guarantor hereby consents to process being served in any suit, action or proceeding of the nature referred to in this Section 16 by (i) the mailing of a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to Guarantor at its or his address designated in or pursuant to Section 15 hereof and (ii) serving a copy thereof upon the agent, if any, designated and appointed by such Guarantor as its or his agent for service of process by or pursuant to this Section 16, Guarantor irrevocably agrees that such service (i) shall be deemed in every respect effective service of process upon Guarantor in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon Guarantor. Nothing in this Section 16 shall affect the right of Lender to serve process in any manner otherwise permitted by law or limit the right of Lender otherwise to bring proceedings against Guarantor in the courts of any jurisdiction or jurisdictions.

17. Cumulative Rights, etc. The exercise by Lender of any right or remedy hereunder or under any other. Credit Document, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Lender shall have all rights, remedies and recourses afforded to Lender by reason of this Guaranty or any other Credit Document or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Obligation, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole discretion of Lender, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise, discontinuance of the exercise of or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. No waiver of any default on the part of Guarantor, or of any breach of any of the provisions of this Guaranty or of any other document shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers granted herein or in any other document shall be construed as a waiver of such rights and powers, and likewise no exercise or enforcement of any rights or powers hereunder or under any other document shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. The granting of any consent, approval or waiver by Lender shall be limited to the specific instance and purpose and shall not constitute consent or approval in any other instance or for any other purpose. No notice to nor demand on Guarantor, in any case shall of itself entitle Guarantor, to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty nor any right, remedy or recourse of Lender with respect hereto, nor any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically by a writing intended for that purpose (referring specifically to this Guaranty) executed by Lender.

18. Term of Guaranty. This Guaranty shall continue in full force and effect until Guarantor or Borrower has fully and finally paid all amounts (including, without limitation, the Indebtedness described in Section 2 hereof) and performed all obligations (including, without limitation, all obligations described in Section 3 hereof) required to be paid or performed by Guarantor under this Guaranty. Notwithstanding anything to the contrary contained in this Section or elsewhere in this Guaranty or in any other Credit Document, (a) if pursuant to any bankruptcy, insolvency or other debtor relief law or any order or decision thereunder Lender must rescind or restore any payment or part thereof received by Lender in satisfaction of the Indebtedness or any part thereof, the term “Indebtedness” as used herein includes such payment to the extent rescinded or restored, and, to the extent of the payment rescinded or restored, any prior return, cancellation, release or discharge by Lender of this Guaranty or of Guarantor shall be without effect and this Guaranty shall remain in full force and effect notwithstanding such return, cancellation, release or discharge, and (b) if any indemnification indebtedness is incurred pursuant to any indemnity contained in any Credit Document, the term “Indebtedness” as used herein includes such indemnification indebtedness, and, to the extent of such indemnification indebtedness, any prior return, cancellation, release or discharge by Lender of this Guaranty or of Guarantor shall be without effect and this Guaranty shall remain in full force and effect notwithstanding such return, cancellation, release or discharge.

19. Financial Condition; Financial Covenants.

(a) Guarantor shall furnish to Lender:

(i) within one hundred twenty (120) days after the end of its fiscal year (being December 31 in each year) the balance sheet of Guarantor as of the end of such year and the related statements of income and changes in financial position of Guarantor for such fiscal year, together with supporting schedules, all on a comparative basis with the prior fiscal year, in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and audited and certified by independent certified public accountants of recognized standing selected by Guarantor and satisfactory to Lender (the form of such certification also to be satisfactory to Lender), showing the financial condition, assets, liabilities and owners’ equity of Guarantor at the close of such year and the results of the operations of Guarantor during such year;

(ii) within sixty (60) days after the end of the first three fiscal quarters in each fiscal year, financial statements similar to those referred to in subsection (i), unaudited but certified by the chief financial officer of Guarantor, such balance sheet to be as of the end of each such quarter and such statement of income and changes in financial position to be for the period from the beginning of the fiscal year to the end of such quarter, in each case subject to audit and to year-end adjustments; and

(iii) as soon as practical, from time to time, such other information regarding the operations, business affairs and fmancial condition of Guarantor as Lender may reasonably request.

(b) During the term hereof, OBC shall at all times maintain a Fixed Charge Ratio of no less than 1.20x. Within sixty (60) days after the end of each fiscal quarter, OBC shall deliver to Lender a certificate that the aforesaid covenant is then satisfied, together with the information required by Lender to confirm the same.

(c) During the term hereof, OBC shall at no time permit its ratio of Funded Debt divided by the sum of Net Worth and Funded Debt to be greater than 0.75 times. Within sixty (60) days after the end of each fiscal quarter, OBC shall deliver to Lender a certificate that the aforesaid covenant is then satisfied, together with the information required by Lender to confirm the same.

(d) As used in Sections 19(b) and (c) , the following terms have the following definitions:

Capital Expenditures means any expenditure for fixed assets or that is properly chargeable to capital account in accordance with GAAP.

Current Maturities of Long-Term Debt means the principal portion of Long-Term Debt maturing by its terms within one year.

Debt means (a) all indebtedness, whether or not represented by bonds, debentures, notes or other securities, for the payment of borrowed money, (b) all deferred indebtedness for the payment of the purchase price of property or assets purchased, (c) all capitalized lease obligations, (d) all Indebtedness secured by Lien or any property of such person, whether or not indebtedness secured thereby has been assumed, (e) all obligations with respect to any conditional site contract or title retention agreement, (f) all indebtedness and obligations arising under such person, and (g) all obligations with respect to interest rate swap agreements.

EBITDA means Net Income before taxes and depreciation plus amortization plus interest expense plus non-recurring and/or non-cash losses and expenses minus non-recurring and/or non-cash gains and income.

Fixed Charge Ratio means EBITDA of OBC minus distributions of OBC to its shareholders minus cash taxes paid minus Unfunded Capital Expenditures to the .sum of Current Maturities of Long-Term Debt of the Borrower plus interest expense.

Funded Debt means total funded Debt outstanding including lines of credit, over-drafts, short-term notes payable, current portion of Long-Term Debt, Long-Term Debt and any other contractual debt instruments.

GAAP means generally accepted accounting principles.

Interest Expense means interest payable on Debt during the period in question.

Long-Term Debt means debt instruments with a maturity principal due date of one year or more in length; including revolving lines of credit, non-revolving lines of credit, notes payable, bonds, loans, capital leases obligations and any other contractual debt instruments. Also includes the portion of Long-Term Debt maturing within one year (current portion of Long-Term Debt).

Net Income means, for any period and with respect to any person or entity, the net earnings (after income taxes) of such period, determined on a FIFO bases and in accordance with GAAP, but excluding (a) any gain or loss arising from the sale of capital assets, (b) any gain arising from any write-up of assets, (c) earnings from any person or entity, substantially all of the assets of which have been acquired in any manner by the person or entity whose net income is measured, to the extent that such earnings were realized by such other person or entity prior to the date of such acquisitions, (d) net earnings of any other person or entity in which the person or entity whose net income is measured has an ownership interest, unless such earnings have actually been received in the form of cash distributions, (e) the earnings of any other person or entity to which assets of the person or entity whose net income is measured shall have been sold, transferred to, disposed of, or into which the person or entity whose net income is measured shall have merged, to the extent that such earnings arise prior to the date of such transaction, (f) any gain arising from the acquisition of any securities of the person or entity whose net income is measured, and (g) any other extraordinary or nonrecurring gains.

Net Worth means Total Assets less Total Liabilities.

Total Assets means all assets and other items that, in accordance with GAAP would be included in determining total assets as shown on the assets side of a balance sheet.

Total Liabilities means all Debt and all other items (including taxes accrued as estimated) that, in accordance with GAAP would be included in determining total liabilities as shown on the liabilities side of a balance sheet.

Unfunded Capital Expenditures means Capital Expenditures made from OBC’s funds other than funds borrowed from term Debt to finance such Capital Expenditures.

20. Guarantor shall be deemed in default hereunder upon the occurrence of any of the following events: (a) Guarantor fails to promptly perform its obligations under this Guaranty, (b) Guarantor fails to provide the financial statements required under or comply with any of the financial covenants set forth in Section 19, (c) Guarantor attempts to terminate its obligations under this Guaranty, (d) OBC no longer controls the Borrower, (e) a voluntary or involuntary case or other proceeding is commenced by or against Guarantor which seeks liquidation, reorganization or other relief with respect to it or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeks the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or any of its property, and in the event of an involuntary case or other proceeding, such involuntary case or other proceeding shall remain undismissed or unstayed for a period of thirty (30) days, (f) the admission by Guarantor, in writing, of its inability to pay its debts generally as they become due, or any action by Guarantor to authorize or effect any of the foregoing, or (g) a default occurs under that certain Promissory Note by OBC in favor of Regions Bank dated August 31, 2017, in the original principal amount of $6,000,000, or any other documents evidencing, securing or related to such debt, including without limitation the Loan Agreement and that certain Commercial Security Agreement dated August 31, 2017 by OBC in favor of Regions Bank.

21. Gender; Titles; Construction. Within this Guaranty, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. Titles appearing at the beginning of any subdivisions hereof are for convenience only, do not constitute any part of such subdivisions, and shall be disregarded in construing the language contained in such subdivisions. The use of the words “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” shall refer to this entire Guaranty and not to any particular section, paragraph or provision.

22. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder.

23. Execution. This Guaranty may be executed in multiple counterparts, each of which, for all purposes, shall be deemed an original, and all of which together shall constitute one and the same agreement; and if the term “Guarantor” includes more than one person, the failure of any one or more such persons to execute a counterpart thereof shall not impair or affect the enforceability of this Guaranty against any person who does sign this Guaranty.

24. Drafted Jointly. The parties have participated jointly in the negotiation and drafting of this Guaranty. In the event an ambiguity or question of intent or interpretation arises, there shall be no presumption or burden of proof which arises favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Guaranty.

25. Governing Law. This Guaranty shall be construed in accordance with and governed by the laws of the State of Alabama.

THE WRITTEN CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by its respective duly authorized representative or has set his hand and seal as of the date first above written.

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as Chief Financial Officer of Ocean Bio-Chem, Inc., a Florida corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as CFO of Star brite Distributing, Inc., is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as CFO of Star brite Distributing Canada, Inc., is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I, the undersigned a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as CFO of Star brite Automotive, Inc., is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as CFO of D & S Advertising Services Inc., is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as CFO of Star brite StaPut, Inc., is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as CFO of Star brite Service Centers, Inc., is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018

[signatures continue on following page]

I, the undersigned, a Notary Public in and for said County in said State, hereby certify that Jeffrey S. Barocas, whose name as Chief Financial Officer of Ocean Bio-Chem, Inc., a Florida corporation and manager of OdorStar Technology, LLC, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation, as manager of said limited liability company.

Given under my hand and official seal this the 25 day of September, 2017.

AFFIX SEAL

My commission expires: 12-17-2018