Exhibit 10.1

LOAN AGREE!VIENT THlS LOAN AGREEMENT (''Agreement") is 1n11de aad delivered as of July ...2.6....._, 2022 (the 11Effective Dale11 ), by and l>etweeJ1 VALVE EXCHANGE INTERNATIONAL, INC. ("Borrower") and AMERICAN PACIFIC BANCORP, INC. ("Le11der11 ) . Foi' and in cot1sideratio11ofthemitt1.1al promises llet'eio ooutaiued and other good a11d valuable consideralion, the receipl 11nd sufficlrmcy of which are hereby acknowledged, Bo/'l'ower and Lende1· agree as folfows: ARTICLE I. DEFlNITIONS I ,0 I Defined Terms. ln addition to ~erms defined elsewhere in this Agree111e11t, the following terms, as 1.1scd in this A_greemeut, shall have the meanings. set f011b below. The sing\1lar uumbel' shall be deemed to include the plural, tile masculine gender shalJ include the feminine aud neuter genders, and vice ve,rsa. "Affiliate" shall mean as to any Person, any other Person that djrectly or indirectly (a) through one or more inlennediaiies, co11trols or is controlled by, or is under con11l1on control with, such Person, (P) beneficially owns or holds an ownership interest iii. such Petson, or (o) is owned, or an owne1·ship interest in such. other Person is held, in whole or in part, by the Person in question. For purposes hereof, the tenn "control" means the possession; directly or indirectly; of the power to direct or cause direction of the 1nanagement and policies of a Person; whether tllro11gh the ownership of voting securitres, pai:tnel'ship interests, membership :interests, venture interests oi' other organizational interests, by contract, or otherwise; provided, l1owever, in no event shall Lender be deemed an Affiliate of Borrower or any Guarantor. •rcollateral" shaU lllean, as the context dictates, the Personal Prnpe1ty given, collateraUy assigned, pledged or granted or to be given to secui-e the Indebtedness aod all of fhe respective owner(s) rights, title ~itd il1terest in and to the same. "Default"' shall mean any oonditio.o.or event which, with the giving of any applicable notice or the passage of time, or both, would constitute an Event of Default. "GAAP" shail mean generally accepted accounting principles consistcutly appLied. "Grautor(s)" shall mean any Loan Party who sha!J owo an interesL i11 any properly that is to be subject to a Lien which sec;ures any of t11e Indebtedness. "Guarantor(s)" shall mean, as the context dictates, any person(s) (otller than the Botrnwer) who shal I, al any time, guarantee or otherwise be or become obligated for the repayment or the petformauce of all or any part oftne Indebtedness, 1'llupi•ovements" shall LUean all existing and future buildings, stiuctures and other improvements made lo the Land where lhe Collateral is located, along with all fixtures and permanenUy inslaH!!d nmchinery and equipment on the Land a11d perso11al property owned by a Loan Party and used to n1aiJ1Jain 01• service the i:mprovemei1ts ou the Land. JN022\AMl;:ltl' ACtFlC\V ALUEEXC8ANGE\f22308LoanAgrv2.)vpd 1 LOAN AGR£6M£NT ''(n(lebtedness" shall mean all loans, advances, indebtedness, obligations atld l!abiliHes of any Loan Party to Lender under any Loan Document, together with all other indebtedness, obligations and liabilitles whatsoever of Borrower to Le11der, whether mattu-ed or uomatured, liquidated or unfiquidated, direct or indirect, absolute or contingent, joint or several, due ot· to become due, now existing or hereafter arising, voluntary 01· involuntary, known or unknown, or originally payable to Lender or lo a third party and subsequently acqtlired by Lender including, without limitation, ~my: late charges; !om\. fees or chatges~ overdraft indebtedness; costs incurred by Lender In establish.ing, determining, continuing or defending the validity or priority of any Lien or in pursuing any of its rights or remedies u11der any Loa11 Docuntent m· in connection with any proceeding involving Lender as a result of any financial accommodation to Borrower; debts, obligatio11s and liabillttes fo1· which Bonower would otherwise be liable to the Lel!der were Hnot for the invalidity or enforceabitiLy oflhem by reason ofa11y Bankrup!cy, insolvency or other law or for any other reason; and reasonable costs and expenses of attorneys and paralegals, whether any suit or other action is instituted, and to court costs ifsuil or action is instituted, and whether any such fees, costs or expenses al'e incmred at the u·ial court level or on appeal, i1l Bankruptcy, 1n administrative proceedio,gs, in probate proceedings or otherwise; provided,however, lhaL the term ll!debtedness shall not include any co11sumer loan to the extent treatment of such. loan as part of the lildebtedness would violate any law, rule or regulation. "Lnnd" shall mean the real property where the Improvements and/or- CoUateral are maintained. ''Lien" shall mean auy valid and eu:foroeable iuterest in any properly, whether real, personal or mixed, securing anindebtedness1 obligation odiability owed to or claimed by any person other than the owner of such property, whether such indebtedness is based on tl\c common law or any statute or contract. "Loan'' shall mean, iii general, that portion of the ltldebtedness evidenced by the Note and the Loa11 Documents. "Loan Documents" shall mean collectively, this Agreement, lhe Note and any other promissory notes evidenc!ng Indebteduess, a11y approved subordiMlion agreement, any reinibursemettt agreement or other documentation executed in connection with any letter of credit, and any otherdoct1mettts,instrame11ts or agreements evideitcing, govem.ing, securing, guaranteeing or oth~wise relating to or executed pt!rsuaut to or iu connection with any of lhe Indebtedness or a1w Loan Document (whether executed and delivel'ed prim· to, concwTently with oI subsequent to this Agrccme11t), as such documeuls may have been or may hereafter be amended frol11 titne to time. ''Loan Piuty" shall mean Borrower and each other person who sbaU be liable for the payment Ol' porfmrnance of any of the fndebtedness including any Guarantors, if any, and any Orat1tor who shall own any property that is subject to a Lien wliich secures any of the .Indebtedness. JNG22\AMERP ACIFIC\V ALUEEXCHANGE\f.22308LoanAgiv2, wpd 2 I.O,\N AOREEMENT "Material Adyerse ~ffect" shall mean any act, event, condition or circumstance which could male1ially and adversely affect the business, 01,el'ations, condition (financial or otherwise), performance or assets of any Loan Party, the ability of auy Loan Party to perform its obligations under any Loan Document to which it is a party ot· by which it is bound or the enforceability of any Loan Doc\lment. "Maximum Legal Rate" shall mea1i the maximum rate of nouusurfous interest per a11num permitted to be paid by Borrower or, if applicable, another Loan Patty 01· received by Lender with respect to theapplicable1JOrtion oftheludebtedness from time to tj;11eundei•applicable state or federal law as now Ol' as may be hereafter in effectt but othe1-wisew!thout limitation, U1at rate based Llpou the "weekly ceiling" (as -defined in Chapter 303 of the Texas Finance Code). 11Note" shall mean the Ptomisso1·y Note of even date ill the pl'incipal sum of (US) ONE MILLION AND NO/lO0 DOLLARS ($(US) 1,000,000,00) executed by B011"0wer and payable to the order of Lender-and all 111od16catlons; renewals, rearrangements, exrensions and increases tbe1·eof. 11Pe!'ll1itted Encumbra11ccs" shaU mean: (a) Liens in favo1· of the Lender; (b) Liens for laxes, assessments or other governmental charges which are not. yet due and payable, incuned iu the ordinary course.of business and for which no interest, late charge or penalty is attaching or whicb are being contested in good faith by appropriate proceedings and, if i:equested by Lender, bonded in an amount and mannet· satisfactory to Lei1der; (c) Liens, not deliitquent, alisiug in the ordinaty course of busitiess and created by statute in connection with worker's compensation, unemploy1ueut insurance, socialsecw·ity and similar statutory obligations; (d) Liens of mechanics, materialmeu, carriers, warehousemen 01' otheL' like sta\1ttory or cmnmon law Liens securing obligations incun·ed itt good faith i11 the ordinary course ofbusinesnvithout violation of any Loan Document that are not yet due and payable; and ( e) Liens existing as of.the datehereofwhlchhave been specifical I y disclosed in writillg to Lender and have beet\ approved by Lender in wiiting. "Person" or 11persou'' shall mean any individual; corporation, partnership, joint venture, limited liability company, association, trust, estate, unincorporated association, joint stock company, government, municipality, political subdivision OJ' agency, or other entity. ''Personal P1'operty" shall iueau all machinery, equipment, fixtures and other tangible personal property or intangible personal property givea or to be giveu by a Loan Party to secure the l11debtedness in whic.h lender has or is to have a security inlere~t or rights, "Ren! Property'' shall mean, the Land and or the Il11provements where the Borrower maintains its business and or where the Collateral i!, located. "Requil'ed Accounting Method" shall mea11, with respect to the financial covenauts contained herein, cash basis accounting principles, consistently applied or GAAP. "Secud ty Ag1'.eement11 shail mean one or more Sectuity Agreements executed by a Loan Pc1!'ty in favor of Lender granting to Lender a security interest in the Collateral. JNG22\J\MERP ACIFIO.V ALUEEXCllANOE\a2308LoouAgrv2.wpd 3 LOAN AOIU!!:!Ml!NT "Suboi'dinnted Debt" shall meau any debt of Borrower (other than U1e Indebtedness) which has been subordiuated to the Indebteduess pursuant to a subordination agreement in forn, ru1d content satisfactory to the Lender. 1.02 Accounting Terms. All accounting terms not specifically defined in this Agreement shall be determii1ed and construed in accorda11ce wiU1 !he Required Ac;couutingMet11od. ARTICLlt Jl. l~EES AND MAXIMUM INTEREST RATE z.o I Fees. Upon Borrower's execution hereof, Boi-rower shall pay lo Lender an origination fee in the amount-0f$80,000.00, as well as Le1idel'1s costs, expenses and advances expe11de<l towards the closing includrug attoruey fees and title company fees. 2.02 Maximum Interest Rate. At uo time shall any interest rate in res_pect-of any Indebtedness, exceed the Maximum Legal Rate. Tn the event that any interest is charged or othe1--wise received by Lender Ju excess oftbe Maximum Legal Rate, Borrower hereby ackuowledges and agrees (hat MY such excess interest sbaU be the result of at1 accidental and bona fide error, and any such excess shall be deemed to l\ave been payment of principal, and not of interest, and shall be applied, first, to reduce the principal Indebtedness then outst1111ding, seco11d, any remaining excess, if BllY, shall be applied to reduce any other Indebtedness, and third, any remaining excess, jf auy, shall be returned to Borrowei'. Notwithstanding the foregoh1g or anything to the contrary contained in this Agreement or any other Loan Document, but subject to all limitations contained ill this Section, if at any time any rate of interest applicable to a11y portion of the Indebtedness (s computed on the basis of the Maximum L~gal Rate, a11y subsequent reduction iu the rate of interest that would otherw.ise be applicable shall not !'educe such applicable interest rate thereafter payable betmv the Maxi.mwn Legal Rate uu.til the aggregate amount.of interest accrued equals the total amount of interest that would have accrued ifiute.rest bad, at all times, been computed solely on the basis of S\lCh applicable interest rate. This Section shall control all agreements betweetl Ule Borrower and the Lender. ARTICLE ID. REPRESENTATIONS AND WARRANTIES B0rrower represents and warrants, and such representaiionsand wanauties shall be deemed to be continuing represeiltations and warrnuties during the e11tire life of Ibis Agreement, and so long as Lender·shall have any co1ru1tit,ment or obJigation to make any loans m· issue any letter of credit and so long as any Indebtedness remains u11paid and outstanding under auy Loan Document, as follows: 3.01 Due Authorization. Each Loa,\ Party has all requisite power and authority lo execute, delive1· and perform its obligations undet each Loall Document to which it Is a patty or is otherwise.bound, alI of which have been duly authorized by all 11ecessary actio)), a11d are not in contravention of law o, the terms of any Loan Party's organiiatio11al or other governing documents, JN02Z\AMBRP ACJFIC\V ALUEBXCHANGE\f22308LonnAgrv2, wpd 4 LOAN AORIUlMl!Nr 3.02 Title to Property. Each Loar, Party has good title to ~U propel'ly and assets purported to be owned by it, including those assets identified on the financial statements most recently delivered by B011rower to Lender. 3.03 Bncumbrnnces. The1re are 110 security inte1·ests 01· other Lieus 01· encumbrances. on, aud no furnncing statements 011 file witl1 re!;pect lo, any oftbe CoUateral ofatiy Lo® Pruty, except for Permitted Enc,m1b!'ances. 3.04 Non-contraventtoll. The execution, delivery and performance by each Loan Party or the Loan Documents to which such Loan Party is a party m· otherwise bound, are not in co11travention of the terms of a11y inde11ture, agl'eenient of undertaking to which any such Loan Patty is a party or by which it 1s bound, except to the extent that such terms have been waived or that failure to comply witl1 any such tet111s would not llave n Matel'ial Adverse Effect. 3.05 Actions, Snits, Litigation or Proceedings. There are no aclions, suits, lltigatioJ1 or proceedings, at law or iu equity, and no proceediugs before any a1·bitratorol' by or before any governme11lal at.1U1orily, peudiug, or, to the best knowledge of Borrower, threatened against or affecting any Loan Party, which, if adversely determined, cot1ld materfally impait· the right ofauy Loan Party to carry on its business substa11tially as now conducted or cou.ld have a Material Adverse Effect, No Loan Party is under investigation by, or is opentting under any restrictions imposed by, any governmental authodty. 3,06 .Bankluptcy. No Loan Party is hwolved as a debtor or obligor in any baukrnptcy, reorganization, insolvency, readjustment of debt, dissolution or litigation pl'oceeding. and to the best knowledge of Borrower, uo such proceeding is contemplated by or thtealeued agail\St any Loan Party. 3.07 Accuracy oflnfotmatioil. All financial statements previously fu.rnislled to Lender have beeu prepared ill accot·dance with the Required Accounting Method and fairly present the financial condition of Borrower and, the results of Borrower's operations a~ of the dates a11d for the peiiods covered thereby; ahd since the date(s) of said fma:nclal stateuients, there has been no matetial adverse change in the financial condition ofBonowet' 01· auy other person covered by such financial stateme11ts. Each Loan Party is solvent, able to pay its debts as they mature, has capital sufficient to can-y on its business and has assets tl.ie fair 1harket value of which exceed. its liabilities, allCi no Loan Party will be rendered insolvenl, undercapitalized or unable to pay debts generally as they become due by the execution or performance of any Loan Document to which it Is a party or by which it is otherwi~e bound. 3.08 Enforceability of Agreement and Loan Documents. Bach Loan Dooumellt has been duly executed and delivered by duly authorized officer(s) or other representative(s) of each Loan fai'ty, and co11stitl1tes the valid a11d binding obligations of each suc.ll respective executing Loan Party, enforceable in accordance wilh their respective terms, except to the ex.tent tbat enforcement thereof may be limited by appllcable bankruptcy, reorganization, insolvency, moratorium or similar laws affocting the enforcement of Cl'editors' right"' generalfy at the time in effect. mo22\AMERPACIFlC\V ALUEEXCij.ANGE\f22308LonnAgrv2. wpd 5 AR',fICLE IV. GENERAL NOTE PROVISIONS AND ADVANCE REQUIREMENTS 4.01 Perntllled Use. Lende1· and Borrower agree that the proceeds of t11e Note al'.e to be used for the purpose of a revolving line of credit for working, capital, including expansion of :Borrower's information teclmo!ogy product and services business line in existing or in new markets, and payment of rhe origination fee, Lender's costs and expenses and advanced expenses and advances exμended towat•ds the closing (including attorney fees and any title company fees) (the ''Permitted Use"). 4.02 Pl'imruy CoHateral. The Note is secut·ed by the following collateral documents as part of the Loan Docmt1ents: A. Security Agreement executed by Bo11·ower in favor of Lender.; 4.03 Disburseme11t of Note Proceeds. The proceeds of the Note may be di.sbursed fat· th~ Pem1itted Use in one or more installments as provided for heJ'ein or in llie Note. 4.04 Limitatioi1011 Note Funding. Lender shall fond lo Bortower under the Note such amounts as Borrower sball request up to, but not exceeding $(US)1,000,000.00, Borl'ower sbaU execute and deliver to Lender the Note to evidence the Loan. Payment of the Note shall be secured by the Security Agreement aud the liens, security interest and collateral assignrue11ts created or evidenced by the o~her Loau Documents. Lender's commitment ls revolving i11 uati1l'e and any amount paid hereunder which reduces the outstanding unpaid μrincipal amount of the Loan inay not be t'e-bonowed. 4.05 Conditions to Lender's Obligations. Notwithstanding anything contained to tlle contrary iu the Note, this Agreement or i.n a11y of the other Loan Documents, Lender shall have no Jiability or obligation lllide.t· this Agreement, the Note, or any of the other Loan Doc\lllleuts until the following m.auexs are received, reviewed by Lender and completed 01· resolved to tbe satisfaction of Lender: 54. lscdu elsall ha: u ;caoi. sci uigint1ls ofll,c:Polci:oiw cit e01tifionlso of!& ¢iJ¥2£ L fiAI& •• lh:1 DI~ 1ir11I J:11 ' ill UR P1u riu ll uu·.11 ii, i: iJ1111fru1 ' Qij afl:la 6 u1111i~1 1 sraomcnt Rf 21 mo d?fc pr/ B. Lender shall have received fully executed and complete Loan Documel1ts. In the event that Lender does advalice funds prim to the above conditions being met, no such. eveut of funding shall be a warve!' by Lender ofBorrnwer's obligations to meet the conditions set forth above as a condition to any subsequent advance of Loan μroceeds, or au assutu_plion or occurre11ce of any further liability or obllgatioJl by Lender under this Agreement, the Note, or any oftbe other Loan Documents untU (he said above i~aueri- l't!'e received~ reviewed by Lender and completed ol" re.solved to the satisfaction of LeodeJ. JNG22\AMERPAC1FIO.V AL1JEEX.Cl:lANGE\f22308LoanAgrv2.WJ?d e U>i\Jll AO~ ARTICLE Y. AFli'lRMATIVE COVENANTS Bonowel' covenants and agrees that, until aH i11stn1me11ts and agreements evide11cing each and' every Joan, lctte~ of credit and other :financial accommodalion by theLet1der to theB01rnwer or any Loan Patty are fully discharged and terminated, and thereafter, so long as any lndebted.uess remains 01Usta11.ding, it will, and, as applicable, it wi!I cause each Loan Party who is within its control or under common control to: 5.0 I Preservation of Existence, Payment of Taxes. Preserve and maintain its existence and preserve and maiutaih such of its rights, licenses, permits and privileges as are material to the business and opel'ations conducted by it; qualify aud cemninqualified to do business in eachjt1l"isdictio11 in whfob such qualification is material lo its business and operntions or ownership of its properties, continue to conduct and operate its business substantially as conducted and operated <luring the present and preceding calendar year; at alt times maintain, preserve 'Ind protect a!J of its pl'operty and keep the same iu good· xepaii", working order and co11ditio11; and O·om i h.ne to time make, or cause to be made., all needed and proper repairs1 renewals, replacements, betterments and improvements thereto. File, on or before their respective due dates, all federal. state, local and foreign tax. returns whicl1 are required to be filed, or obtah1 extensions for filing sucJ1 tax returns, and pay all taxes which have become due pursuant to those returns or pursuant to any assessments received by a11y such party, as the case may be, except to the extent such tax payments are befog actively aud diligently contested in good faith by appropl'iate p1·oceedings and, if requested by Lender, bave beeu bonded or reserved in an amount and manner satisfactory to Lender. 5.02 Keeping of Books. Keep proper books of record and accowit in which full and correct eotties shall be made of all of its financial tt·ansactioils and its assets and businesses so as to permit the presentation offi.n.ancialstatements prepared in accordance with the Required Accounting Method; and permit Lender, or its representatives, at reasonable times a11d intervals, at Borrower's cost and expense, to examine its books and records and to discuss its financial matters wiU1 its officers, employees and independent certified public accountants. 5.03 Reporting Requirements, Furnish to Lender, or cause to be furnished to Lender, the fmanclal statements and reports of eacJ1 applicable Loan Party and comply with tbdinancial covenants as _provided for in that certain Agreement to Provide Fina.11cial Infofmatio11 of even date by and ru11ong Lendor and each applicable Loan Party. 5.04 Further Assurances; Financing Statements. Furuishlender, at Borrowe1Js cost and expense, upon Lender's requesL and in form satisfactory to Lender (aud execute and deliver or cause to be executed and delivered), su.cll additional pledges, assigumeuts, mortgages, Lieu instrut\leuts or other security instruments, consents, ac.kuowledgments, subordinations, financing statements and otl1er documents pertaining lo filly or all of the property ~nd rights which may now or hereafter secure or be intended as security for any portion of the Indebted11ess as Lender may require to effech1ate more fully the purposes of any Loan Document. 5.05 Applicable Law and Environmental Covenants. Comply with all applicable laws, rules, regulations, orders decrees and directive~ of every governmental or quasi-govenunental JNG22\AMERP ACIFlC\ VAii1JEEXCHANGE\t22308Loim,AgrV2,wpd 7 LOAN AGREl!MIJNT' authority pertaining to hazardous waste, hazard01.1s substances and other hazardous, toxrc. or dangerous mate.dais ("Hazardous Material") including those governing the use, geueration, manufacture, storage, disposal or treatment of same incll1ding but not limited to CBRCLA, RCRA, SARA~ the federal Clean Water Act and the Texas Water Code and those otherwise intended to regulate or improve health, safety or the environment and or relatii1g to the release or threatened release of hazardous waste or any hazardous substance ("Environmental Laws"), a11d maintain all permits, liceuses and approvals requi1'ed under applicable Environmental Laws. Promptly notify Lender, in writing, as soon as Borrower becomes aware of a11y condition or circumstance which makes any of the eilviromnent.al representations or warranties set forth in this Agreemenl or iu the Loan Documei1ts incomplete, incorrect or inaccurate in any material respect as of any date. Promptly notify .Lender, in w1,iting, as soon as Bon-ower becomes awate of any condition or circumstance which may indicatea violation of any E1wironme11tal Law; and promptly provide to Lender, im.J.nediately upon receipt thereof, copies of any material correspondence, notice, pleading, citation, indictment, COOlJJlaint, order, decree, or other document from any sourGe asserti.ng; or alleging a violation of any &wironmental Law by Borrower, nr of any circumstance or condition which i-equires or may require, a financial contribution by Borrower or a clean-up, reinovali remedial action or other response by or on behalf of Borrower under applicable Ehviroumental Law, or which seeks damages or civil, critn.inal .or punWve penalties from Borrower or any violatio11 or alleged violation of any Environmental Law, Provide to Le11der a Phase l euvi.tonmelltal site assessment (and ifrecounnended by the Phase I re po.rt, a Phase 2 environmental 1·eview each performed in accordance with then existing industw staudei'ds) in the ev~ntthat Lender has reason to believe that there may have been a release or a violation of any of the Environmental Laws 011 any Real Property as collateral for the Note, all at Bormwer's sole cost and expense. Bol'l'ower hereby agrees to indemnify, defend a11d hold Leudet·, and any of Lend.er's past, pl'esent and future off'icers, dil'ectors, shareholders, employees, representatives and consultants, harutless from any and all claims, losses, damages, suits, penalties, costs, liaJ)illties1 obligations and e.xpellSes (including, witl1out limitatfou, t;easouable legal expenses and attorneys' fees, whether inside or outside counsel is used) incuned or aiising out of auy claim, loss or damage of any property, i11jurles to 01· deatb of any persons, contamination of or advel'seeffects on the environment, or otller violation ofany applicable E11vh·o1ui,entat Law, in any case, caused by Borrowe1· 01· in any way related to any property owned 01· opel'ated by Borrower or due to any acts of Borrower 01· any of its officers, directors, sl1areholders, employees, consultants and/or 1·cpresentatives .INCLUDING ANY CLAIMS, LOSSES, DAMAGES, SUITS, PENALTffiS, COSTS, LIABILITillS1 OBLIGATIONS on EXPENSES, RESUL'l'lNG FROM LENDER'S OWN NEGLIGENCE; provided bowever, that the fol'egoing indemnification shall not be apJ>licable, and Bon·ower shall not be Hable for any such claims, losses, damages, suits, penalties, costs, liabilities, obligations ot expenses, to lhe extent (but only to the extent) the same arise or result from any gross negligence or willfu.1 misconduct of Lender or any of its agents or employees. The indemnities from Borrnwer contaiti.ed herei..ti shall survive the tennina(ion of this Agreement and ,the payment of the Note. The tet'lllS "hazardous waste'', ''hazardous substance", 1'disposal", 0release'1 , aud "threatened release", as used in. this Agreement, shall have the same meanings as set fol'thin the Comprehensive Envi1·onmema1 Response, Compensation. and Liabrnty Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA "), the Superfuud Amendments and Reauthorization Act of 1986, Pub. JNG22\AMRLlPACIFIC\VALUEBXCHANGE\12:Z308LoanAgiv2.wpd 8 LOAN AOR£EMEITT h. No. 99-499 ("SARA"); tbe l-l&zardot1s Mate1•ials Transportation Act, 49 lJ.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 49 U,S.C. Section 690 I, et seq. ("RCRA"), or otl1er applicable state or Federal laws, rules, or l'egulations adopted pl1rsuaut to any of the foregoing. The terms ''hazardous waste" and "hazardous subs!ance" shall also include, witl1outlimitation,petroleuui.and petroleum by-products or atty fracti.011 Urnreofand asbestos. 5.06 Ooverlllllelltal and Other Appl·ovals. Apply for, obtain and/or maintain in effect1 as applicable, al! authori211tious, consents, approvals, licenses, qualifications, exemptions, filings, declarations and registrations (whether with any court, governmental agency, regulatory authority, secmities exchange or otherwise) which are necessary in cotmeclion with the execlltlon, delivery and/or perfonhauce by any Loan Pal'ty of 1.11ry LQan Document to which it is a pa1ty. 5.07 Beneficial Ownership. Borrower has identified aud provided to Lender applicable tnfoi-matlon and documeutalion on each individual who owns, directly or indirectly, twentyfive percent (25%) 01• more of the Bol1'owei· (the "Beneficial Owners", whether 011e or mol'e). Borrower, acting by aud through its autuorized representative, bas provided to Lender the informatio11011 the Beneficial Owners on a Beneficial Ownership Ce1tification Form (11Be11eficial Ownership Certification") acceptable to Lender, The Beneficial Ownership Ce1tifica-tio11 also identifies the individual designated by the owners of8orrnwer as having significant mauage1ueut responsibility (the "Designated Management Official"). Borrower agrees to promptly notify Lenderin writing,(A) of any change indirect or indirect owne!'ship interests ill the Borrower as reported in ti1e Beneficial Ownership Certificatio11 prior lo Ol' in collilection with the execution of this Ag1;eement, aud (B) changes in tbe Designated Managei11ent Official or if said individual with significa11! mauagru:ial responsibilil:y identified in the Beneficial Ownership Certification ceases to have tbat responsibility or if the informalion reported about that individual chaIJges. Borrower hereby agrees to provide such inf011nation and document.aLiotl including a re-certification of Lhe Beneficial Ownership Certification as Lender rnay req_uest during the term of the Loan to confirm or update the contim1ed accuracy of any information provided .in connection with the foregoing. Borrower agrees to timely s1..1pply such information as Leuder is required to ob.lain under applicable sections of tl1e Financial Crimes Enforcement Network (FinCEN) regulations (3 l C.F.R. 10 I 0.230), as may be amended from time to time. ARTICLE VI. NEGATIVE COVENANTS Borrower covenants and agrees that, until all instruments and agreements evidencing each and every loai), letter of credit and other fiuaucial accommodation by the Lender t.o 1:he Bot:rower or a,uy Loan Party are fully discharged and lenuinated, and lhe1'eafter, so long as any Indebtedness remafas outstanding, it will 1,ot, and it will not allow any Loan Party within its control or unde1· common control to, without the prior wdtten consent of the Le)idel': 6.01 Capita] Stmcture; Business Objects 01· Purposei Mergers; AssetDisposltion;Acquisilious. Except for the (a) increase in total authorized shares of capital stock and increase iu the authol'j.zed shares ofBorrower1s Common Stock, $0.0000 l par value per share, ("Common Stock") to be adopted -at the Bonower's 2022 Auuual Meeting of Shareholders 011July I 8, JNG22\AMERP ACIFIC\V AL\,JEEXCHANG8\t?.2308Loa11Agiv2.wpd 9 LOAN J.ORJ;EMllN'r 2.022, or any adjournment thereof ("Z022 Meetihg"); (b) issuances of and 1·cdem_ptim1s of securities (including options and restricted stock units) pursuant to the Bonower's 2022 Equity Incentive Plan to be adopted al the 2022 Meeting; (c) execution ofleases or similar agreements to open and oyerate new facilities, or to contiime to opel'ate facilities, used to conduct Borrnwer's business, whether located in existing markets oJ' new markets for the Bo11'ower's business~r( d) u·ansactious in the normal cm,rse ofbusiness by the Boffower that aJe required lo J11eet obligations to its customers or perform Bm1'0wer's obligations under usual and c11sto1Y1al'y service and product agreements or obligations; purchase, acquire or redeem any of its equity ownership interests; or enter into a1ly 1·eorganization or recapiwlizatiou; or reclt1ssify its equity ownership interests; or make any material change in ils capital structure or general business objects or purpos~ o.r change its name, or sell, lease, trnnsfer, relocate or dispose .of all, substantially all, or any material port of its operating assets necessary to conduct of its business in the normal course of business, ex.cludiag inventory and products for sale or license or lease to customers, aud (whether iu a single transaction or in a series of transactimis); or purchase or otherwise acquire or become obligated for tbe purchase of all or substantially all of the assets or business interests of ~y person or in any other mrumer effectuate an expansion of pi·esent business by acquisition, 6.02 Defaults. Default in any covenant performance, change In A1auagement ancllor control not approved by disinterested directors of Borrower, a cessation ofbusiuess for more than thirty (30) days, a final judgtneot that is 11ot untllediately stayed, appealed or resolved to the satisfaction of the Lender, bankruptcy, insolvency, reorganization, appointment oftrnstees or receivers, and any writs of attachtnent. 7.01 ARTICLE VJI, EVENTS OF DlWAULT Events of Deniult. The occurrence or existence of any oflhe followh1g conditions or events shall constitute an ''Event of Default" hereunder: (a) breach of auy represenlatio11 or warranty contained in this Agreeme11t or a11y other Loan Documenl or default in the observance or performance of any of the other conditions, cove11anls or agreements of any Loau Party set forth in this Agreemeut or any other Loan Document, which breach, i.n Lender's sole but reasonable discretion, has a Material Adverse Effect; (b) al1y default 01· event of default, as the case may be, shall occur under any other Loan Docume11t and shal I c-0nti1me beyond U1e applicable grace period, if ru1y; (c) any change in the executive operatioJ1s management ofBori-ower, wheth(lj· by reason of incapacity, death, resignation1 tenniMtio1101· otherwise whicb, in Le11der's sole but reasonable judgment, could become a Matetia! Adverse Effect; provided, however, that the voluntary resignation of directors and replacement of those directors by the Borrower's Board of Directors iu accordance with Bmrnwer's bylaws; the. nomination and elecHoo of clireclors who are nominees of the Borrower's ma11agemeul and changes in directot-s effected at annual meeting of Common Stock shareholders; and changes in the ownership of issued or outstanding shares of Conunon Stock due to trading in public stock markets or private lra11sactions by sha,·eholders of the Borrower, and issuances and redemption of Bonower securities (including options and restricted stock units) in accordance with the Borrower's 2022 Eqt1ity Incentive Plan ('1P)au11) and the adoption oflhe Plan by the Borrower and its CollimonStock shareholders ru·e110L Events of Default under and not subject to this Section 7.01; and (d) JNG22\AMERPACfflC\VALUEEXCHANOB\f22:l08LoanAgrv2.wpd 10 l.OAN AGREEMV.Nf any Change of Contl:oJ not appt'oved in advance by the Lender, which couseni shall not be unreasonably withheld; or (e) if, during the Joan application process, Borrower or allY persons or entities acting at the direction of Borrower or with Borrower's knowledge Ot' consent gave materially false, misleading, or inaccurate .information oi-state)llentstoLender (or failed to provide Lellder with material information) iii cou11eetion with the Indebtedness. 7 .02 fuledm.Remedies After Default. Upon <1nd afte:i• a Default by any Loan Party under any of the Loan Documents, regal'dless of whether a Loan Party is en tilled to 11otice end/or an opportunity to cure a Default, whethe~· said notice or right to cure is provided for under the Loan Documents or _provided by law, aud regardless of whether said Default has matuted into an Event of Default, each Loan Party hereto agt·ees tbat whether or 1,ot a Loan Party is given notice of the Default and whether 01' uot, at the point in time ofdetenniuatioil, the right to cure period has lapsed, Lendet' shall have the fol low.ing 1ights, al I wi lhout any prior notice to the applicable Loan Party: A, Lendei· shall not be obligated to further process any d1·aw requests that have been subntitted, ot' to filild any remaining portion of any draw req11ests that have been approved by Lendet'; B, Lender sb.all contim1e to have the right to post advauces to the Noto for inlerest carry to tbe extent of any accrued and unpajd interest ou the Note but ouJy to the extent that interest carry is available imder the Budget fol' tbe Loan; C. Lender shall have the right to post advances to the Note for protect.ive advances fo1· the benefit of Lender as otherwise provided for in the Loao Pocumeuts; and D. Lender shall have the right to seek aoy equitable remedies available under law to protect any of the. collateral securing tbe Note. 7 .03 Remedies Upon Event of Default. Upon the occurrence and at any l\111e during the existe11ce or contint1a11ce of aJ1Y Event of Default, but without lmpairing or otherwise I imltiug the Lender's right lo demand payme11t of all or any portion of tile Indebtedness which is payable on demand, at Lender's option, Lender may give notice to Bon-ower declaring all or any portion of the Indebtedness remaining unpaid a11d outstanding, whether under the notes evidenci1tg the hldebtedness or otherwise, to be due ai1d μayablein full without presentation, deo.1a11d, protest, notice of dishouo.i-, notice ofinten1 to accelerate, notice ofaocelerntion or o1her notice of any kind, aJI of which are he1·eby expressly waived, whe1·eupoo aU such l11debteduess shal I inunediately become due and payable. Furthermore,upon the occurrence of a Default or Event ofDefault and at auy time during the existei1ce -Ol' continuance of any Default or Event ofDefault, but without impairing or otlle1wisefuniting tbe right of Lender, ifreserved under a11y LoanDocumeat, to make or withhold financial accommodations at its discretion, to tbe exte1ll not yet disbutsed, auy com1nitment by Lender to make any further loans o1', if ap11licablc, issue any further letters of credit shali aulomatically tetminate. The foregoing rights a1\(l remedies are in addition to a11y other rights, reme-dies and privileges Lender may otflel'\Vise l1ave or wltich may be available lo Jt, whether uudei· this Agresiment, any other Loan Document, by law, or otherwise. JNG22\AMERP ACIFIC\V ALUEE.'{ClfANGE\t22308LoanAgr✓.2. wpd 11 LOAN AOIU!E.MB1'1'1'.' 7,04 Set.off. Ju addWon to auy otbel'l'ights or remedies ofLeuder under any Loan Docl)ment, by law or othe1wise, upon tl1e occurrence and during the coutinuance or existence of My Event of Default, Lender m&y, at any time and from time to time, withoul notice to B01rnwe1· (any requirements for such notice being expressly waived by Borrowe1~, setoff and apply again.st any or all of the lndebtedness (whethe!' or not then due), in any maoJlet aud in any order of preference which the Lende1•, in its sole discretion, chooses any or all deposits (general or special, time or demand, provisional or final) at any time held by B01·1-ow·er (whether owned outright or held with a third pa1-ty) and other indebtedness at any time owing by Lender to or for the credit or for the account of Borrower, and any propeity of Borrowet\ from til.ne to lime in possession or control ofLender, irrespective of whether or not Lender shall have .made any demand hereunder or for payment of the fodebledness and although such 0bligations may be contingent or unmatured, l'egardless ofwhethel' any Collateral then held by Leoder is adequate to cover the Indebtedness and 1·egardless of whether the exercise of such right of set-off results in loss of interest or other penalty under the terms of the certificate of deposit or account.agreement. The rights of Lender u11der this Section are in addition to any other 1·ights and remedies (including, without limitation, othe.r r ights of setoff) which Lender may otherwise have. Bmmwer he1·eby grants Le11der a Lien on aud sectn·ity interest iu all such deposi!s, iudebted1tess aod other proj)erty as additional collateral for the payment and performance of the Indebtedness. 7.05 Waiver of Defaults. No Default or Event ofDefaultshatl be waived by Lender except in a written insttument specifying the scope and terms of such waiver and si_gned by an authorized officer of Lender, and such waiver and shall be effective only for the svecific time(s) and pnrpose(s) given. No single or partial exercise of any right, power or privilege here110der, OJ' any delay .in the exercise thereof, shall pl'eclitde other or further exercise of Leuder's rights. No waiver of any Default or Event ofDefault shall extend to any other or further Default or Event of Default. No forbeara11ce 011 the partofLe11dei- in enforcing any of Lender's rights or remedies under any Loau Document shall co11stitute a waiver of <\llY of its rights or (emedies. Borrower expressly agrees that t4is Section may 11ot be waived or 111odified by Lender by course of pe1formance, estoppel or otherwise. 7.06 Receiver. Lende~-. in any action or suit to foreclose upon -any of U1e Collateral, shaU be entitled, without .notice or consent, and completely without regard to U1e adequacy of any security for the Indebtedness, to the appoi'ntment ofa rece1ver of the bus.i11ess and premises in question, and of the t·ents and profits derived therefrom. This ap()Ointmetit shall be itl addition to any other 1'ights, relief or remedies -afforded Le.Qder. Such receiver, iu addition to any other rights to which lhe receivei- shall be entitled, shall be authorized to sell, fo1·eclose or complete foreclosure 0 11 Collateral for the benefit of Lender, pursuat1t to provisions of applicable law. 7.07 Application of Proceeds of Collateral, Notwithstanding anything to the cont.ra1•~ sel forth in any Loan Document, after au Event of Default, the proceeds ofany of the Collatel'al, together with any offsets, voluntary payments, and any of her sutus received or collected h1 respect ofthe Indebtedness, may be applied towards the Indebtedness in such order and mauner as determined by Let1der in its sole and absolute discretion, JN022\AMERP ACIFlC\ V ALUEEXCHANGE\t22308LonnAgrv2. wpd 12 1.0,'.N AGlU!EMiiNl' ARTICLE vm. MlSCELLANEOUS 8 .0 l Notices. Any notice, certificate, consent, detennination or other communication required or permitted to be given or mode under this Agl'eement shall be in wl'itlng and shall be effecth,ely given and made if (i) delivered personally, (ii) sent by prepaid courie,· service or mail, or (iii) sent prepaid by fax or other similar means of electroruc c01l1111onicatiou, in each case to the folloWitig respective addresses: Jf(-o B011·ower: Phone: Fax: E-mail address: If to Lendel': Phone: Fax: Email ad<lress: VALUE EXCHANGE INTERNA TlONAL, INC. Unit 602, Block B, 6t1i Floor, Sha tin Industriat Centre, 5-7 Yuen Shun Circuit Shatin, N.t., Hm1g Kong Attention: Tan Seng Wee, ChiefEitecntive Officer 852 2950 4288 65.veil.cg@value-exoti.eom AMERICAN PACIFIC BANCORP, fNC. 1400 Broad field Blvd., Suil'e I 00 Houston, Texas 77084 (713) 501#5045 frank.heuszel@dssworld.com A11y such con11nu1iicatio,11 so glven or made shall be deemed to11ave been given or made and to have been received on the day of delive1y if delivered, or on the day of faxing or sendtng by other means ofrecorded eiectroniccommunicatiou,provided tbat such day in either event is a regular business day and theconununication is so delivered, faxed or sent prior lo 4:30 p.m. (local recipient time) on suoh. day, Otlierwjse, suoh communication shall be deemed to have been gjven and made and to l1ave been received on the next following business day. Any such communication sent by mail .shall be deemed to have been given and made and to have been received on the earlier of actual receipt or the fifth business. day following the mai ling the1-eof; provided however fhat no such conm1m1i'cation shall be mailed during any actual or apprehended irregular disruption of postal services. Any such co11li11unication given or made in any other manner shall be deemed to have been given or made and to have been received ouly tipon actual receipt in writing. 8.02 GoyerningLaw. Each Loan Document shall be deemed .to have been delivered in the.State of Texas, and shall be governed by a11d coustrned aodenforced ill accol'dance wjtb the laws of the State of Texas, and ap1)licable federal law except to the extent that the Uniform Commercial Code or other personal property law or real property law of a11other jurisdiction where Collateral ls located is applicable, and except.to the extent expressed to the c-0ntrru;y fo any Loan Document. 8,03 Venue. The Loan Docun1.ents are deemed execu~ed in a11d are performable in Harris County, Texas. Any action or proceeding under or in couuection with any of the Loan Documents .ING22\AMERP AClFJC\ V ALUEEXCHA.NGE\f2.2308LoanAgrv2.wpd 13 LOAN AC.i IIBl!Ml!NT agafost ao)I Loan Parly ever liable for _payment of any srnns of money payable ui1dei- the Note 01· other Loan Documents may be brought ln any state court located in Hards Cmmty, Texas, or iu the federal court in Hards Cou11ty, Texas. Borrower for Borrower and for each such otlier Loan Party hereby i.nevocably: (i) submits to the nonexclusive jurisdiction of such courts, and (ii) waives any objection it may now or hereaftei' have as to the venue of any sucl1 action or proceeding brought in such court or U1at such court is au inconvenient forum. 8.04 Costs and Expeuses. 'the Bo,-rower agrees to pay Lender, on demand, all reasonable costs and expenses in connection with the prepal'atiou, elleoution, delive1y and administratio11 of this Agreement, lbe ;Nole, U1e Loru.1 Documents, and the other documents to be delivered hereunder·, including, without limi_tatioH, the reasonable fees and out-of-pocket expenses of counsel for the Lender with respect thereto and with respect to advising the Lender as to its rights aud responsibilities under this Agreement and/or under aay of the other Loau Documents. Bon-ower shall _pay Lender, M demand, all cosls and expenses, including, without limitation, reasonable attorneys! fees a11d legal expenses, incurred by Lender in pel'fecting, rnvising, protecting or euforciug arty of its rights or remedies against any Loan Party 01· any Collateral, Ol' otherwise ii1cm1·ed by Le11de1' in connection with any Default or Eve11tofDefaultor the enforceme11t of the Loan Documents or the Tndebted11ess. Following Lender's demand upon Borrnwer for the payment of any such costs and expenses, and until the same are paid in full, ,the unpaid amount of such costs aud expenses shall constitute Indebtedness a11d shall bear interest at the highest defaullrate of interest pmvided in any Loan Document. 8.05 Receipt of Payments by Lender, Any payment by :Bo1·rower of auy of the fudebted11ess made by mall will be deemed tendered at1d received by Lender only upon.actual receipt thereof by Lender at tbe address desi guated for such payment, whether or not Lender has author.ized payment by mail or in any other maimer, and such payment shall not be deemed to have been made in a timely manner unless- actually received by Lender on or before the date due for such payment, lime berng of the essence. Botrnwer expressly assun~es all risks of loss or liability resulti1ig from non-delivery or delay of delivery of any item of payment transtUitted by mail or i.n any other manner. Acceptatice by Lender of any payment in -an amount less than the amount then due sbaU be deemed au acceptance on account only, and any failure to pay tbe entil'e amount then due shall constitute and continue to be au Eve11t of Default. B01TOwer waives fbe right to direct the application of any aud all payments received by Lender herem1der at any tiu,e or times after lhe occtirrence and during the continuance of any Defau It. Borrower furl.lier agrees that after the occurrence and during the continuance of any Default, Lender shall have the contrnuing exclusive right to apply and to reaJ;)ply auy and all paymeuts received by Lender at any time or times, wheU1er as voluntary payments, proceeds from any Collateral, offsets, or otherwise, against the Indebtedness in such order aiid in such manner as Lendel' may, in its sole ruscretio1\, deem advisable, uotwithstandiug any eut.ry by Lender upon any of its books and records. Borrower hereby expressly agrees that, to the extent that Lender recei vcs any payment or benefit of or othei.wise upou any ofthe Indebtedness, and such payment or benefit, or any pa1·t thereof, is subsequently invalidated, declared to be fraudule11t or preferential, set a.side, ot required to be repaid to a trustee, recei,ver, or anyolher Person under any bankruptcy act, state 01· federal law, coil1Jl1on law, equitab]e cause or otherwise, then to the ex.tent of such JNG22\AMERP ACIFIC\V ALUEEXCHANGB\f22308LoauAgrv2.wpd t4 LOAN AOREEMENT' payment or benefit, .the ludebledness, or part thereof, iute1tded to be satisfied shaU be revived and continued in full force and effect as if such payiuent or benefit bad not beeu made or received by Lender, aud, fi1rther, any such repaymei1t by Lender shall be added to and, be deemed to be additional lndebteduess. 8.06 Successors aud Assigus, This Agreement shall be bindiug upon -a11d shall inure to the benefit of Borrowet· and Lender and their respeclive heirs, administrators, executors, successors and assigns, The foregoing sliaH not aUU1ol'ize atly assignment or lr<\nsi'er by Borrower, of any of its teSJJective rights, duties, or obligations hereunder, sucJ1 assigmnents Ol' transfers being expressly proJ1ibited. Lender, however, may freely assign, whether by assignment, participation or otherwise, its l'ig11ts and obligations hereunder, and is bel'eby authorized to disclose to any such assignee or participaut (or ptoposed assignee or participant) any financial or other infonnation in its knowledge or possession regarding any Loan Party or relating to tl1e Indebtedness. 8.07 Participation. Bormwer expressly recognizes and agrees that Lender may sell to other lenders participalions in the loansfocltrred by B01wwe1· pursuant hereto. As security for the due payme11t and performance of all Indebtedness of Bon-owe!' lo Lender under this Agreetuent aud/or auy other of the Loan Documel1ts► whether now existing or hereafter arislng, and lo such tenders by reason of such participati.011s~ Borrower hereby gra.ufs to Lcmder and to such lenders a lien on aud security interest iu (i) any aud all deposits or otber sums at any time credited oy or due from Lender and suoh !enders 01· eitl1er or any of them, to .Borrower, whether in regular or special deposito1y acco11t1ts or otherwise, (ii) .any and all money, secntities and other property ofBorrower, and the proceeds thereof now or hereafter held or received by or iu transit to Lender and such lenders ot eitlier or any of them, from or foi- B011'ower whether for safekeeping, custody, pledge, t:ransrnissLon, co)lcclion or otherwise. Aoy such deposit, sums, monies, securities illld other property may at any time be set-off, appropriated and applied by the Lender and by such leude1's, or either or any of thetu, against a11y Indebtedness whether now existing or hereafter arisu~g lo Lender and to such lenders, or either 01· any of them, under this agreement or the Note or otherwise, whether or not such Indebtedness is then due or secured by any collateral or, if it is so secured, whether or not such collateral held by Lender or such lenders is considered to be adequate. 8.08 Sale of Loan. Lender may freely assign, whether by sale or tl'ansfer, all or any portion of its rights in and to all 01· auy portion of the Indebtedness including the Note to any a third party or any Loau Party, including, but nol limited to, a sale, trausfer or assigmneut to any Guat'autol', Grantor or other obliger ou the Indebtedness. 8.09 Electio11 of Remedies, Leuder shall have all of tbe 1-ights and remedies granted .in lhe Loa11 Documents a,.11d available al law or in equity aud lhese sanie rights and remedies sbaU be cumulative and may be pursued.separately, successively, or concurrently against Borrower, any Guarantor:, Gran tor, other Loau Party many collateral property covered undel' fue Loan Docwnents, at the sole discretion of Lender. >NG22\AM8RPAClFICWALUEEXCHANGE\122308LoanAgrv2,Wpd 15 LOAN ACltCl!Ml!Ni 8.10 Indulgence. No delay or f;ii lut·e of Lender in exercisi11g any right, power or pdvilege hereunder or under any of the Loan Documents shall affect sucb right, power or p1ivilege. Any single or partial exercise U1ereof shall not preclude any further exercise thereof. 8.11 Ame11dme111 and Waiver. No course of dealings by the Lender, its officers, employees, consnllantsJ 01· agents iu the exercise of any right hereunder, under the Note; or under any other ofthe Loau Documents shall operate as a waiver thereof. No ameudmentor waiver of any provision of any Lo11n Document, 1101· consent to any departure by any' Loan Party therefrom, shall in any event be effective unless the same shall be in writing a!ld signed by Lellder, and then s'Uch waiver or consent shall be effective only in the specific instance(s) atid for the specific lime(s) aud pOrpose(s) for which given. 8.12 Severability. [n case a11y oi1e or more of the obligations of any Loau Pa11y undet· a1ty Loan DocumeutshaII be invalid, illegal or u11euforceable in any j urisdiction, the validity, legality and enforceability of the remaining obligations of such Loan. Party sha11.not in any way be affected or impaired thereby, and such invalidity, illegally or uneuforceability in one j urisdiction shall not affect the validity, legality or enforceability oft-he obligations of such Loan ParLy under a11y Loan Docume11t in any other jurisdi.ctioll. Each term, covenant, and con di Lion of this Agreement and/or any of the other Loan Documents sha II be valid and enforceable to tlie fullest extent _permitted by law. 8.13 Reli_ance on and S\irvrval of Various Provisions. All terms, covenants, agreements, representations and warranties of any Loan Party made in any Loan Document, or In any certificate, report, financial statement or other document furnished by or on bel1al f of any Loan Party iu connectioi) wiU1 any Loau Document shall be deemed to have been relied upon by Lender, notwithstauding any investigation heretofore or hereafter made by Lender o~ on Lender's behalf. All representations and warranties of the Borrower herein or i11 lhe other Loan Docu1nentl) and all covenants aud agreements herein and il1 the other Loan bocuments, shall survive until tepayment in full of the Indebtedness. 8.14 WAIVEROFJURYTRJAL. LENDERANDBORROWEREACH ACKNOWLEDGE Ta.AT THE RIGllT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BU'r THAT IT MAY DE WAIVED. EACH OF THEM, AFTER CONSULTING OR HA YING HAD THE OPPORTUNITY TO CONSULT, WlTH COUNSEL OF THEIR CHOICE,l(NOWlNGLY,VOLUNTARfLY ANDINTENTIONALLYWAIVESANV RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATIONBASEDUPONORARlSINGOUTOFANYLOANDOCUMENTOR ANY OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT,DEALJNG, STA'fEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF EITHER OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY :RESPECT' OR RELlNQUISHED BY LENDER Oll BORROWE~ .EXCEPT BY A WRITTEN INSTRUMENT EXECUTED .BY EACH OF THEM. 8.15 .Execution of Loan Dociunents in Counterpa1'ts. Each original of the Loan DocumeJlts executed in conoection with the Loan including the Note,uay be executed as counterpart originals ai\d may contains multiple original signature pages and/or corresponding JNG22\t\MERP AClFic\V ALUEEXCHANGB\f22308Loot1Agrv2. wpd 16 LO,\N AOJlEEM£Nl' acknowledgments. Two pr more cou11terparts of any _particular Loan Document may be executed and/or acknowledged and one oi' UJore of the multiple original signature pages from one countei'part of that particular Loan Document executed iu connection with the Loan may be replaced by one or more original signature pages from other couutel'parts the1'eof, in order to prodllce fully executed counterparts, each of which shall becousidered as a11 otiginal, a1,d all of which shall constitute the same agreement or document. 8.16 Document Retention Policy. Each undersigned Loan Party understands and agrees that (J) Lender's document retention _policy may involve the iniaging of executed Loan Documents iucluding the Note, as well as oilier miscellaneous documents, pa_pers, reports and other co!'l'espoudenoo, and lhe destruction of ti.le paper originals, and (ii) each undersigned Loa a Party waives any dgbt that auy Loan Party may have to claim that the imaged copies of the Note, the other Loan DocLUne11ts aiid other miscellaneous documents, papers and otber correspondence related thereto are not originals. 8.17 NOTCCE UNDER SECTION 26.02 OF THE TEXAS BUSINESS & COMMERCE CODE: ANAGREEMENTFORALOANlNWITTCHTHEAMOUNTINVOLVEDINTHE LOAN EXCEEDS $50,000.00 IN VALUE IS NOT .ENFORCEABLE UNLESS THE AGRE~MENTIS IN WRlT(NG AND SIGNED BY THEP ARTY TO BEBOUNDOR BY THAT PARTY'S A.UTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO SUBSECTION (I.>) OF SECTION 26.02 OF THE TEXAS BUSINESS & COl\tIMERCE CODE SHALL BE DETER:MJNED SOLELY FROM THE WRITTEN LOAN DOCUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIE,S ARE SUPERSEDED BY AND MERGED INTO THE LOAN DOCUMENTS. THE WRJTTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEENTHEP ARTIES ~D MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORALAGREEl\lJENTS OF THE PARTIES. THEREARENOUNWRITTENORALA.GREEMENTSBETWEENTHEP.ARTlES. 8.18 Captions. The captions, headings, and arrangements used io tltis agreement are for conve11ience only and do not in any manner affect, limit, .ampHfy, or modify the terms and provisions hereof. 8. I 9 Form aad Substance. Alf doctltnents, certificates,, insurnnce policie$, and otllet items required to be executed and/or delivered to Lender, whether undeJ this Agreement or under any of the other Loan Documents, shaU be in form and substance satisfacto1y lo Lender. 8,20 Borrower 1n Control. In no event shall Lender's ri.ghts and interests unde1· lhe Loan :Documents be constmed to give Lender the right to control, or be deemed to indicate U1at JNG22\AMERJ> ACIFIC\V ALUEEXCJJANGl1\122308LoauA/lrV2 wpd 17 LOAN AGRllllMllN)' Lender Is in control (lf, the business, mauagemen! Ol'J)roperties of Borrowet· t>r the .daily 1Uanagement functions and opel'aling decisions to be made by Borrowel'. 8.21 No Third Party Beneficiary. This Agl'eement is made for the sole protection and benefit of Borrower and Lender and is not. intended for the protection 01• benefit of any other Pefson 1 and no other Person sha11 be deemed to have any privity of contract bereunder nor any right of action of any kind hereon, or be entitled to rely hereon to any ex.tent whatsoever. 8.22 Number and Gender. Words of any gender used in lhis Agreement shaH be held and construed to include auy other gender, and wotds in tbe sii\gular number shall be held to include the plural, and ,;ice versa, unless tbe coulexL requires otherwise. The duties, covenants, obligations, and wananties of eacb party defined as Borrower under this Agreerueut shall be joint and several obligations of each such Borrower. 8.23 References. The words "herein," "hereof," "heteunder" and othel' words ofsuullar import when used in this Agreemetit 1·efet to this Agreement as a whole, and nol to any particular article, sectim1 or subsection. 8.24 Ambiguities, Borrmverand Lender aoknowledge that they were each represented by counsel OL' had the oppmtunity to be represented by connsel and waived soch righf in connection witb this Agreement, that each of them and/or their respective counsel reviewed this Agreement to their satisfaction, that any rule of co11struction to the effect tbat an1biguities are to be l'esolved against tlie drafting party shall 110! be employed in the interpi'ctation of this Agreement, and that the lauguage in all parts of this Agreement shall in all cases be construed as a whole and in accordattce with lts fair meaning. 8.25 Exhibits. TJ1e exhibits attached to th.is Agreement are incorporated herein and shall be co11s idered a part of this Agreement for the purposes stated herein, except that in tl.l.e even! of any conflict between_ any of tbe provisions of such exhibits and the provisions of tbis Agreement, the provisions of this Agreement shall prevail; provided however, that any attached metes a11d bounds description of the Land sball control over the sununary description defining the Laud hereill. &.26 Time· of the Essence. Time is of the essence with respect to the dates, terms and provisio11s of.this Agreement, rutd as to each and every other Loan Document executed iu connection herewith. 8.27 Independent Party. It is nmtQally nnderstood and agreed thatBort·ower is an independent party in tl1e performance of 1:1ll activities, functions, duties and obligations p\ll'snaut to this Agreement and the other Loan Documents, and that not.bing contained in !his Agreement or ill any of the other Loan Documents is intended or shall be constnied in any maunet oru11de1· any circtm1slances whatsoever as creating or establishiug the relationship ofco-paituel's, a pattt1ership 01· joillt ve!Hln-e, or joint ownership bet.ween Lc11der and Borrower, or with any officers, employees, ageirts, bJ·okers or contractors, for any pui:pose or in any manner whatsoever. Bonower hereby agrees not to represent to at1yane that Borrower is an aget1t of Lender or bas authority to act on behalf of Lender. JNG2~\AMERP ACIF!CIV ALUEEXCHANGEIJ22308Lorul'.A,grv2. w1xl 18, LOAN AGltEEMEl'(l. 8.28 Days and Deadlines. As used in this Agreement, "days" shall mean and refer to calendar days. However, if a deadline raJls or notice is required 011 a Sarurday, Sunday, or a legal banking b.oliday, then the deadline or notice shall be extended to the next calendar day which is not a Saturday, Sunday, or a legal banking holiday. As ruay be used iu tbis Agreement, the term "Business Days" means any day which is not a San.u·day, Sunday, or a legal banking holiday. Executed in one more counterpart originals co be effective on tlte Bffective Date defined on page I hereof. Address: Address: JNG22\AM ERP ACIFIC\V ALUfiEXCHANGE\f22l08LoanAgn,2. wpd 19 Unit 602, Block B, 6th Floor, Shatiu Industrial Centre, 5-7 Yuen Slmn Circuit Shatin, N.T .. Hong Kong 1400Broadfield Blvd., Suite 100 Housto_n, Texas ?7084 LOAN AGll.EBllfENT

Exhibit 10.2

SECURffY AGREEMENT VALUE EXCHANGE INT ERNA TlONAl.,, INC. (herein tile "Debtor"), for value received, the receipt and sufficiency of which is ackt1owledged, granls lo AMERJCANPACIFIC BANCORP, INC. ("Secured Party11 ) tbe security iutel'ests (the "Security lnterests11) , within. the meaning of the Uniform Commercial Code (lhe "UCC") in effect iu any applicable jurisdiclion, including tile Texas Busu1ess. and Coimne1'ce Code (the "Code11 } of the State of Texas, herein set fortl1 and agrees with Secu1·ed Party as set out in thls Security Agreetnent ("Security Agreement''.). ARTICLE t SECURITY INTERESTS Debtor grants to Secured Party the Security Interests i11 and agrees that Secured Party bas and shall c-011tinue to, have the Secwity Interests, incl udiug, as applicable, p11rchase money secm·ity interests, in the ,following property,iucluding withotLl limitation Ute Hems described in Exhibits m1d Schedules, if ahy, attached hel'eto and made a part llereof (collectlvely tile 11Collateral"). }.OJ Accounts. AU Accounts (as defined in the Code) including but not limited to all rights, title and faterest of Debtor in and to all presently e~sting or hereafter acquired or created accounts, accounts receivable, contract rights, notes, drafts, acceptances, chattel paper, leases and writings evjdencing a ruouetary obligation or a security interest in OJ' a lease of goods, all 1ights to receive the payment of money or other considerations undel" present or fi.lture contracts (iucfudi11gwithoutlit1iitation, all rights to receive payments,mde.r presently ox isling or hereafter acquired or created letters-of credit) or by virtue of any property sold or leased ot otherwise disposed of, services rendered, loans and advances m.ade or other considerations given; whethex or not earned by pe1fortna11ce and whether 01· not evidenced by or set fonll in 01· arising out of any present or futiu·e chattel paper, note, dt'aft, lease, acceptance, writing, bond, i11Surauce policy, i11strume11t, document 01· general intangible, and all ex.tensions and renewals of any thereof, all1·ights under or arising out ofptesenl or future contracts, agreements or general iutang-ibles, includfog all payments under licensing agi-eements or arra11gcmen1s, all 1·ight, title and interest in merchandise which gave rise to auy or all of the foregoing, iuchiding all goods, all claims or causes of action now existing or hereafter arisiug in counectio11 with or under any agreement or doetunent or, by operation of law or othe1-wise, aLI collateral security ofauy kind and any and all supporting obligations (including real property mortgages) given by any person with respect to any of the foregoing, illcluding iu any event, all accounts, instruments and chattel paper withiu the meaning of the Code ( any and all of the foregolil.g Jten1s described in this pal'agtaph bci1\g herein refe1·red to as the "Accounts"); and, 1.02 Iuvento1y. All lllvent01y (as defined in the Code) including but not fonited toa[J rjghts, title and interest of Debtor in a11d to all inventory in all of its forms, whel'ever located, now or he1"eafler existing and whether acquired by purchase, merger or othe1wise and all rnw matedals-.and work ia process therefor, all finished goods thereof arid all materials 11sed or consumed in the mam1factul'e, packing, shipping, advertisil\g, seilipg, leasing 01· production thereof: including lo any event all related goods in which any Debtor has an interest JNG22\AMBRPJ\ClF1C\VA.LUEEXCHANGE\h:22308SecA_gr.wpd SECllltlJY AORSEMENT uicludiug anyrigbtofauy kind in goods whfoh arerehtmed to or repossessed by Debtor, and all accessions thereto and products thereof (auy-and all of the foregoing items described in thl.s paragraph being he1'ein referred to as the "Inventory''); aud, l ,03 Equipment. All Equipment (as defined in the Code) inciudiug but not limited to all rights, L.itle 1md i11tefest of Debtor in and lo all equipment, machii1ei:y, chattels, tools, pal'ls, machine tools, goods, furniture, furnishing, fixtures, trade fixtures and suppltes of every nanrre, prese11tly e.'<istitig ot' hereafter acquired or created and wherever located, all accessions, additions and improvements thereto and substitutions therefor and all patts and equipment which may be attached to or which are necessary for the o_peration and use of the personal pro11erty, whether or not the same shall be deemed to be affrxed to real properly, and all rights under or arising m1t of present or futul'e contracts l'elatjug to the fm:egoing and including, without limitation, the equipment listed 011 the Equipment Schedule hereto, ifany, w'hich if attached or so supplied is and shall be deemed incorporated herein fo1• all purposes (any aod all of the fo!'egoing items desc1ibed b1 this paragraph being herein referred to as the "Equipment"); and, 1.04 General Intangibles .. All General Intangibles (as GOlieral Intangible is defined in tlieCode), including but not limited to all rights, title a11d i11tel'est ofDebtor in and to: A. all general intangibles of every natme, wbether presently existin,g ot l1ereaffer acquired or created, including without limitation all books, corresponde1tce, credit tiles, records,, co1uputer prow:-ams, computer tapes, storage mediums, software, softw11re products, payment intangibles, personal property leases, papers, documents, clalrns (including without limitation all claims for it1oome tax and other refunds), choses in action, and judgments; B. all inventions, intellectual property and designs, technology, knowhow, confidential information, ltade sec1·ets, customer lists, and supplier lists; C. all patents, palenL applicat[o11s aod like protections includittg wltJ1m1t 1imitation improvements, divfaions, continuations, rnuewals, reissues, extenslous and contihuatioos-in-partofthesame (eollectivelytl1e 11Pateuts"), all United States a11d foreign traderuadcs, trade names, corpora.le narnes, company name, business names, iictitious business names, Dltemet domain nanies, certification iuat'ks, collective miu'ks, other source or business identifiel's, deslgJ)S and general intangibles ofa like nature, trademark applications, Lrademark intent-to-use applications, trademark registrations, assignable-Hcenses and licensing agreements, royalti.es, service names, service marks, service ma1·kappfieatio11s, service mark registrations, Jo gos, all of the goodwill of the business co1JJ1ected with the use of aud symbolized by any of the fol'egoiug (collectively the "Trademarks''), aild capyrights, copyright applications, and copyright registratio1is a11d like protections in each wol'k OJ' authorship a.ud derivative work U1ercof, whether published or uupublislled a)1d whether or not the satile also constitutes a trade secret, uow or hereaftet' existing, created, aequil'ed 01· l1eld (collectively the "Copyrights"); JNG22\AMERP AOIFIC\V ALUBBXCHANG8\h22308SccAgr.wpd 2 SEC\JIU'IY AGRE£MllNT D, all pel'mits and franchises of Debtor to the extent same biay be assigned or encumbered, any and all claims for damages by way of past, present and future infringement of any of the rights includeq above, with the right, but not tlie obligauon, to sue for and co!lecl such damages for past, ptesent and futni'e infrh1genient 01· di!utioll of any of the foregoing or for any injury to goodwill a11d all prodncts and proceeds of auy of the foregoing, indudi 1tg a11y i11come, t'oyalties, awards and settlements and any claim by Debtor against thil'd parties fol' past, preset1t, or future infringement of any Trademark, Patent or Copyright or infifugement of the i111ellect11al properly lights identified above; E. all ownership ittterests in corporations., iimited Hability companies, Joint ventures or general or limited partnersl)ips, and imy and all supporting obligations; F. all licenses or other rights lo use My oftbe Copyrights, Patents or Ttademarks, and all I ioensc foes end royalties arising from such use to the extent permitted by such license 01· 1·tghts and all amendments, retleWals and extensions of any of the Copyrights, Ttadet.narks or Patents; (any and all items described in this section on general intangibles being hereiu refet't'ed to as the 11Ge11eral Intangibles"). For purposes of this .Security Agreement the term "software" consists of all (i) computer programs and supporting information provided in connection with a trnnsaction relating to the pl'ogram, aud (ii) computer programs embedded in goods and any supportinglnformalion provided in connection with a transaction relating to the program whether or not the program ls associated with the goods in such a manner that it customarily is considered part of the goods, and_ whether -0r not, by becoming the ow11er of the goods, a person acquires a right to use the prograu\ in connection with the goods, and whether or not the progtal\l ls embedded in goods that COtisist solely of the medium in which the μrogram is embedded; and, 1.05 Documents All Documents (as Document is defined in the Code), includingbutnotfonited to all rights, title and interest of Debtor iti and to all doow11ents, and all related instruments and clrntfel paper of every nature> all whethel' now existing or hereafter acquired or created and aiiy ahd all supporting obligations (any ai.1d all ofthe items described iu this paragraph being herein refotred to as the "Documents"); and, 1.06 Chattel Paper. All chauel paper (as defmed in the Code) including but not limited to all rights, title and interest of Debtor in and lo all tangible and intaug1ble chattel paper, lease agt•eements and other il1Slruments or documents, whether now e-xls!ing or owoed by Debtor or hereafter arising or acquited by Debtor, evidencing both a debt and Security Jnterest 'in or lease of specific goods nnd all suppo1'ling obligations; and, 1.07 Investment Ptoperties. All investment properties (as.defined in the Code) including but ltot limited to all rights, title an'd interest of Debtor iu and to all certificated aud uncertificaied securities, security entitlements aud acco1111tsi togethe1· with all instruments and genei'al intangibles relared thereto and a.II monies, income, 1,roceeds and benefits attributable or· JNG.22\At..,fn{U> ACIFIC\V ALUEEXCHANGE\h22308SccAgr,Wpd 3 secunrrv AGR!IBMl!NT accruing to said property, including, but not limited to, All stock rights, options, rights to subscribe, dividends, liquidating dividends, stock dividends, dividends paid Ju stock, new security 01· other properties or benefits to which the Debtor' is or may hereafter become entitled to receive on account of said property; and, 1.08 DepositAccounts. All deposit accounts (as defined in tile Code) including but uot limited to all rights, title and interest of Debtor in am;I to all deposit accounts, demand accounts, ti 111e deposits and all renewals or substitutions therefor, together with all monies, income, inte1esl, proceeds and benefits attributable or accruing to said properly or to which Debtor is or may hereafter be entitled to receive on account of said property; and, 1,09 lostrnme11ls. All instnune11ts (as defined in the Code) including but not limited to all rights, title and interest of Debto1· in and to all negotiable aud nou-negotiablc instruments, documents, and promissory notes now owned or existing as well as hereafter acquired or arising aud all supporting obligations; and, 1.10 Lette1•-of-Credil Rights. All letter-of-credit rigbts (as defined in lhe Code) including butnol limited Lo all rights, title and interest of Debtor i11 and to all lettel's-of-creclit issued with Debtor as beneficiary or as assignee, along with rights of performance thereunder, and rights of supporting obJigations arising tberefrom; and, l. l I Pmceeds. The proceeds, in cash or otherwise, of the Collateral described in the foregoing clauses (includi.ng, witbom limitation, the proceeds of any sale 01· other disposition of the Collateral) all profits, all royalties, a11d all insurance proceeds of any !dud (whether or not the Secured Party is the loss payee or additional insured under the applicable insurance policy) prud at any time in connection with the CollateraJ), all liens (whether possessory, contractual, statuto1y 01· otherwise) with respect to the Collateral, and all rights, remedies aod claims (whetber in the nature of indenmilies, warranties, guaranties or otherwise), of Debtor with respect to the Collateral, in any case whetber 110w existiug or hereafter at a11y time or from time to time adsiug; aod, 1.12 Related Books and Records. As to each of the Collateral types listed above, tbe Collateral also includes all records and data relating to a11y of the Collateral described in this Article, wbether in the form of a writing, photograph, microfilm, m.icrofiche, or electronic media, logethel' with all of Debtor's right, title, and interest in an lo all compute!' so!lware required to utilize, create. maintain und process auy such records or data on electronic media, and alJ books, coffespondenee, credit files, records, computer programs, computer tapes, software, and documents reJ.ited to the Collateral. 1.13 Indebtedness Secured. The Security fnterests are g1-anted to secure the payment of and performance under the following: A. A prnmlssory note (the "Note") of even date herewith in the original principal sum of $(US) 1,000,000.00, and any and all extensions, renewals and rearrangements thereof, executed by V ALUB EXCHANGE INTERNATIONAL, Il'lC. (lhe ''Borrower") and payable to tbe order of Secured Party i11 the mam1er as therein _provided; JNG22\AMERP ACJPICIV ALUEIDCCH ANGB\h22308SecAgr. wpd 4 SECllr!frY AGlU!Ef,t(!N'f B. Any and all oiher indebtedness and lfabHities whatsoevet of Borrower to Secured Party whether dil'ect or indirect, absolute or contingent, due OI' to become due and whether now existing or hereafterarisingand howsoeverev1de11ced oracquired, and whether joint or several; C. All of Borrower's obligations to Secured Parcy under that certain Loa11 Agreement dated Juty ...26._, 2022, (the 11Loan Agreement'') by aod between Borrower and Secrn·ed Party; (all of which~ together with the Note, ai·e hereinafter sometimes called the "Obligations''); and, Debtor acknowledges that the Security lnterests sha11 secure all future advances as wcll as. any and alt othel' obligations an,d liabilities of Debtor to Secured Party whethernow in exi:stei.lce or hereafter arising. ARTICLE II. RBJlRESENT ATIONS, WARRANTIES AND COVENANTS OF DEBTOR 2.0 l SecuredParty1s Reliance, Debtol' represents, warrants and covenants with Secured Party as set forth in this Article. Debtor acknowledges that Secured Party is relyiJlg on tbe repre.sen.tations made iu this Securily Agreement. As to each and every advance made by Seemed Party to Borrower pursuant to the instrnments, documents and agreements comprising theObl.igations, at the time of each such advaoce, Debtor will be deemed to have again represented to Secured Party the representations set forth in this Article JI. 2.02 Owner ofCo.Uate.ral. At the time any Collateral becomes, or is represented to be,subject to a security interest i.11 favor of Secured Party, Debtor shall be deemed to have, at that time, warl'aoted that (a) Debtor is and will be the lawful owner of the ColJaleral a11d has the right and authority to subject it to a sec~1riLy i11terest granted to Secured Party; (b) none of the Collateral is subject to a1iy security interest other tlian that in favor of Secured Party (c) there a1-e uo financing statements on file1 other than in favorof Secured Party; ( d) no person, other than Secured Party, bas possess.ion or control (as defined in the Code) of any Collateral of such natwe that perfection of a security interest may be accomplished by control; (e) Debtor acquired its 1~gbts in the Collateral in the or<linal'y course ofDebto1"s business; (f) all ad valoremproperty taxes assessed agaiusl the Col.laiera! will timely be paid eaoh year andDebtorw1I1 provide timely evideuce to Secured Party of said payment; (g) no ,ad valorentpl'operty taxes are past due oil tbe Collateral; and (h) Debtor is the owner of all Collateral free from all adverse claims, sect1rity inte,ests and encumbrances. 2.03 Prior Liens. Except for any existingfinanoing statement in favor of Secured Party, there is no financing statement now on file in any public office covering any part of tbe Collateral or auy retention of title or rese1:vatlon by a sellei' oft'iUe to or a security interest iu any goods that are being shipped or delivered to Debtor. So long as any amoullt !'eUlains unpaid on tbc Obhgations, Debtonvill not further encumber or allow any other liens to be placed on tl1e collateral and will not execute and fllere will not be on file in any public office any financing statement or statements except the .financing statement filed or to be filed in ,·espect to the Security Tuterests. JNG22\AMERP ACJFJC\V ALUE&"'<CHANOE\1122308SecAg1'. wpd 5 SECWUTV AOREEMENT' 2.04 Accuracy of Statements. Subject lo any limitation srated therein or in connection U1erewith, aU information furnished to Secured Party co11cerning the CoJJaternl and proceeds thereof, 01•otherwisc for the purpose of obtaining credit or an extension of credit, is or will be at the lime the same is furnished, accurate and co1Tecl in all material respects. 2.05 U11e of Collateral, The Collatet·nl will be used by the Debto1· primarily fo1• businesl), use. 2.06 Removal of Collateral. Except in the normal course of business of Debtor's business as herein provided, Debtor will not remove Collateral from its cm1·e11t location in Hong Kong SAR without the written consent of Secul'ed Party. The address location of the tangible Collateral is as foilows: Value Exchange fnlernational, lnc., Unit 02-03, 6/P. Block B, Shat in rndostrial Centre, 5-7 Yuen Shur1 Circuit, Sbatin N.T., Hong Kong SAR. 2.07 Location ofDebLor. The address of Debtor designated at tbe end of this Security Agreement is either Debtor's residence or place of business if Debtor has only 0 1\e place of business or Debtor's chief executive office if Debtor has more than one place of business. Debtor represents aud warrant~ the following and agrees that Debtor is, and al all times during the term of tius Security Agreement sliall be, located in tbe following place : unit 602, Block B, 6/F, Shaun Industrial Centre. 5-7 Yuen Shun Circuit Shatin, N.T., Hong Kong As Debtor is a registel'ed organization which is organized u nder the laws of oneof the states comprising the United States (e.g. corporation, limited partnership, registered limited liability partnership or limited liability company), and Debtor is located (as determined pursuant to the Code) in tho state under the laws of which il was organized, for the purposes of the Code, Debtor is located in the State of Nevada. 2.06 Change o( Debtor's Address or Locatjon, Debtor will give Secured Party not less than uincty (90) days prior writteu notice of aU coutemplated chauges in Debtor's name, location, cliief executive office, p1-illcipnl place of business, and/or locatiou of auy Collateral, so that Secured Party shall be able to maintain or correct its perfected security interest in the Collateral, but the giving of such notice sha0 not cure any Event of Default caused by such change. 2.07 Debtor's jdentity. Debtor's exact tme legal name is the na111e set forth i11 this Security AgreemeL1t. Except as has been disclosed in writing to Secured P11rty, Debtor has not changed Deb101's le-gal mime within the past five (5) years. Debtor has provided Secured Pftrty with all of Debtor's legal names and assumed names and Debtor's locations used by Debtol' within the post five (5) years. 2.1 O Representation~ for Each Adyanee. To the extent the Note allows for future advances, each request for advauce afier the date hereof will be deemed a representation by Debtor that Debtor bas not cha11ged its name since the date of the Note and that Debtm· bas not changed its location sillcc the date of the Note, JNG22\AMER.PACIFIC\VALUEE.XCH.ANGE\b2230&SccAgr.1VJ:>d 6 src•unm AGREEMENT il.1 1 1 iotioc ts Debto1 llcgmeliag Oo!latczal frntcctiua fimamaac. 2/ I i 'FIRUi11i.ilfilQlU!9 ~QUUWm '.JiiO (i~ I<toillP SfJH!l QO:Jsh,t '.RiiA ',:Is IPfiYlll!ilil C,1 t5' hOsW:II0ifl :811,M:11Si8 nt 'fill@ M,JiO~Oi':F 'FHB 819@Ullfl:8 Prlt..')'f\T 1 1/ 8P@@~8, {ii) POM@MA8~ IHH, 1N80ft!Vf@@ FROl.'!l t'IU IM8Wftffit, JiU,t'f t~hWfilftteMMft !e1'0'lUtfiltU~8i!tl!fftl'5 3T71r'ff! e,p Tl!!'JMS Ott 21:!, tiH8ffllJ'.E 8Uftfl5f18 !dH@8 UfflUftlMt, %(6 (IHS HJll!Ptll! FflH@ SE-LUREDJAI<i I AS IJIElEl<SOI ◄ lb BE lAID dt◄DEK IIIE i t5LIC f DI ~Ml!l ;lil\'l!itl'f OF h 1,0881 o/' I'M 1'M'ft'Slt lt!Utl'f, IP M"t!lf'IU!:15 Bi Tue s:eCUM!D fSftf t , () . ~ J)f!l:ISP.ffl\ Te 1!t8!l 81!i@t,Mffi Pfttlfl A @8f¥ 81i lfM P6Js1tYI MM PRO OF OF .ii:i :P2'v2'lt~?lif Oji' fFiHii ilJUi!IIMHI 11!1; 1'tf~1 W 'fttt!i MB,ott tii""1bS 1f8 Ftffll!iff AN'l U~tilft:!IFtflm'f Jsterf~!) mi· (7 / F,ttl:'tOle'.tfff t11z, 8ft tt1,, 'J.ilf1@ ~@UitM!i8 P~'lftif\5 ftt:t'i:71 8Blf:JldN V\I r @OlsJ!t1z!Jillb)~ PftO'f@@'fEOH ifl:~1eH@B 8N lHH.timfil OF' 'Mftl l)l!)f\]left RT THE 1neDlf8ft18 !M(PIMf81!J. 2.12 War.t'8.oty of Financial Condition. Debtor does hereby certify and warl'ant to Secured Party U1at the transfer (the "Tra1.1Sfe1·1 ') of the secul'ity inte1•est in the Collateral to Secured Party is not a fraudulent conveyance to t11e detriment ofDebtotJs creditors. The Transfer is made for fa.ir consideration or reasonably equivalent value being given to the Debtor. At the time of the Transfer, Debtor is solve11t. The Transfer does not make Debtor insolvent. Debtol' is not engaged in a busb\ess or about to become engaged in a business with unreasonably small capital. The Transfer is not being dol)e with the intent to incur debts beyond the Debtor's ability to Pi3Y ou time. The Debtor has received a s11bstanfial direct or indil'ect benefit as a result of the Transfer. The Debtor further ackno\,,Jedges that it 1s in reliance upon the truth of the statements contained in this paragraph, that Secured Party is willing to make the loan evidenced by the Note. 2.13 Maintenance ofRecords. Debtor will n1aiutainfull a.11d accurate books of account and other records reflecting the Collateral. Secured Party shall have d1tHight, al reasonable times and upon reasonable notice, to review, inspect and make copies of Debtor's books of account and reco£ds concetuing c!Je Collateral, all of which shall be maintained and made available lo Secured Party and Secured Party's rcpre~entatives for such purpose at the Debtor's place of busiuess heJein above specified or at another focation as Secured Party may approve. At any time aud from time to time, Debtor shall deliver to Secured Party such otber financial data as Party shall 1·eguest.with respect to the ownership, lllaintenance; use and operation oftbe Collateral. ARTlCLElU. PROVISIONS REGARDlNG ACCOUNTS 3,01 Accounts, The tem1 "Account'', as used in this Security Agi-eemeru shall, in addition to the provisions sel out above, have !he meaning set forth in the Code, it1 effect as of the date of execution he1'eof, ai1d as set forth iu auy atneudment to the Code to become effective after JNG22\AMERP AClFIC\ V ALUEEXCHANGE\h22308SeoAgr .. wpd 7 Se.Cunrrv AORl:.EMl!NT the elate of execution hereof. As of the tlme any .Account becomes. subject to .the Security Inte1cests,Debtor shalt be deemed to have warranted as. to each 1u1d all of the Accounts that: A, Each Account and all papers and docume1its relating thereto are genuine and in all respects w110L fhey pW'port to be~ B, Bach Account is valid and subsist!t,g aud arises out of a bona fide sale 01' lease of' goods. or other property sold and delivered to, or out of and for services theretofore actually Jendered by Debtor to1 the account debtor named in the Accou1,t; C. The amount of the Account represented as owing is thecon·ectamouot actually and uucoudition~lly owing except for normal cash discounts and is not subject to any right of set off, credits. claims, defenses, deductions; claims it1 recoupment or counter charges; a1td, D. Debtor is the ownet' of the Account free aiJd, clear of all liens, encumbrances and security interests ofa1ty and every nature whatsoever. 3 .02 Receipt of Accounts. Secuted Patty slut!! have th.e right in Secured Party's name or in tl:ie name of tlle Debtor, whether before or after default by the Debtor, lo demand, collect, receive, receipt for, sve fol', compo1md aud give acquittal for, any and all amounts due or to become due on any of the Accounts; pmvi_ded howevet, to the extent Secured Party does not so elect, Debtor shall conti1uie to collect the Accounts. Secured Party shall have the right at any time, in Secured Party's name o:r in the name of Debtor, whether before or after default by Debtor; to notify any and all Account debtors to make pay1uent thereof dh'ectly to Secu1'ed Party, Debto1Js conseu t sh,all not be 1'eq ui red as pa1to f the notification to accou11t debtors. As parf of the notification process, Secured Party may provide to one or more accomlt debtors a copy of-Or excerpts from tlris Secmity Agreemeutor any related UCC-1 'Financing Statement then in effect 1•eJatjng to the Accounts and such notification letter and/or other documents evidencing Secured Party's security interest shall be conclusive proof to tile account debtors that tl1ey shall .rely mi in 111aki11g fmther payments on the Accounts dii'ectly to Secured Patty. Secured Party shall also J1ave tile right to endorse the name of Debtor 011 all commercial paper or instrume11ts given in payment or part payment thereof, Secured Party may, in. Secured Party's discretion, file clalms OJ take auy other action or proceeding wbich Sec11red Party may deem necessary or appropl'iate to protect, preserve and realize upon the Security Interests iii the Collateral. In order to assure collection of Accounts in which Secm·ed Party has Security Intel'ests, Secured Pmty may notify the post office autllorities to change the address for delive1y of mail addressed to Debtor to U1e address as Secured Party may designate. Secured Party may open and dispose of the mail and receive the collections of the Accounts. Upon the reque,st of Secured Pa1ty, all pl'oceeds.ofcollection of Accounts received by the Debtor shall forthwith be accounted for and transmitted to Secured Party iu the fonn as received by Debtor and shall ndt be commingled with any funds of the Debtol', Debtor will accompa1ty each tl'811smissio11 of proceeds to Seemed Party pursuant to Che terms of this Secul'iLy Agl'eement with a report'i11 a form as Secured Party may require i!l ordei· to identify the Collateral to which the proceeds apply. 3NG22\AMERP ACIFiaV ALUEEXCHANG£\h22308SecAgr,,vpo 8 SEctmITY' ,\ORUEMEl\fr 3.03 Retnmed Goods. Returned or repossessed goods arising from or relating to any Accounts included within the Security Interests shall, if requested by Secured Party, be held separate and apart fto1n any other property ofDebtor. Debtot· sJm)l, as ofteu as requested by Secured Party, but not less often than weekly even tbot1gh no special request has been made, report to Secured Party the appropriate identifying infonnation with respect to all returned or repossessed goods relating to Accounts included iu assignments, ot' ideotifications made pursuant thereto. At the same titue the Debtor shall report the appropriate ide11tifying info1·ination with respect to all Accounts ii1cluded in the assignments or ideotitications which remain unpaid in whole or in part beyond the pedod ofninety (90) days fl'om the date of the invoice or the date the Inventory was. sold 01· the services were performed giviJlg .rise to the Account, or u1 respect of which a right of set off, defense or counterclaim is claimed by the account debtor. ARTTCUHV. PROVISIONS REGARDING INVENTORY The followlngprovislons shall apply to all Inventmy i11cluded within the Collateral: 4,0J Loss ofVaJue. Debtor shall immediately notify Seemed Party of any event causi1\g loss or depreciation iii value of the Inventory and the amount of the loss or depreciation, which amount shall be i01.me<liately reflected in the value ofinvenlory. Prior to the 10th day of each month, Debtor will deliver to Secured Pal'ty a report with respect to the last preceding mouth showing Debtor's opening inventory, invei1to1y acquired, inventory sold and delivered, inventory sold and held for future delivery, inventory tetutned or repossessed, inve11to111 used or consumed in Debtor's business and closing i.nventory, The report will be in form and coutain details as al'e satisfiictory to Secured Party. 4.02 Location ofI11ventory. Debtor will promptly notify Secure<i Party in wdting of any addition lo, change in or disoo11ti11uanee of Debtor's place of busi11ess as shown ln this Security Agreement, the places at which lnvent01y is located as shown herein, tl1e location of Debtor's chiefexecutive office and the location of the office where Debtor keeps Debtor's records as set forth herein. All Collateral will be located at U1e place(s) of business shown at the beginuing of this Security Agreement and as modified by any notice given pursuant hereto. 4.03 Use of ll\ventory. Utltil default, Debtor may use the Inventory in any lawful rua11uer consistent with this Security Agreement and with the terms or conditions of any policy of insurance thereon. Debtor may i1lso sell the Collateral coJ1sistiug of Inventory provided that all of sales areiu the ordinary course of business. A sale in the ordinary course of business does not include a transfer in pa1'tial or total satisfaction of a debt. Until default, Debtor may also use sud consume any raw materials or supplies, the use and consumption of which are necessat·y itt order to carry on Debtor's business. 4.04 Proceeds ofinvento.cy. All proceeds of the Inventory shall be subj eot to aH of the terms and provlsions hereof, and shall be a part of the Collateral. JNG2;2\AMERP ACIFIC\V ALUEIDCCffANGE\h.22308SecAgr. wpd 9 SJlCI.JIUTV AOIU!E.MENT 4.05 Other Liens. Debtor warrants, covenants and agrees that Debtor ow11s, free and clear of any lleus or eucuuibran.ces¼ all real property on whichl!wento1y is ot be will locate(l, or Debtor will obtain a Landlord1s Lien Waiver or subordination at Secured Party's election in f01•m 1111d content satisfacto1-y ~o Secru·ed Party. ARTICLEV. PROVISIONS REGARDING INTANGIBLES 5.01 Collateral Registration. DebtOl' shall (i) protect, defend and maintain the validity and enforceabiUly of the trademarks, patehts and copyrlgbts (ii) use its best efforts to detect i11fringcme11ts of the trademarks, patents and copyrights a11d promptly advhe Secured Pa1·ty in writing to material ulfi'it1gemeuts detected and (iii}uot allow any h·adeniarks 1 patents or copyrights to be aban.doued, forfeited or dedicated to tl\e public without the written consent of Secured Party, which shall not be unreasonably withheld unless Debtor detennines U1at reasonable business μractices suggest that abandonment is apptopriate. Debtor shalhegister or cause to be registered (to the exleut not already registered) witl1 the Texas Secretary of State and or with the Uul(ed States Pateut a11d Tradenuii-k Office or the United States Copyright Office, as applicable, its (radema1'ks, patents aod copydgbts. Debtor shall register or cause to be registered with the Uni led States Pate11t and Trademai-k Office orthe United States Copyright Office, as app,licable, those additional intellectual property rights developed or acquired by Debtor from time to time i11 connectlou with any product prlo1· to !he sale or licensing of such product to any third party. This Security Agreement creates, and in the case of after acqlJired collateral, U1is Security Agreement wm create at the time Debtor firsthas rights in such after acquired Collateral; in favo1· of Secured Party a valid and perfected fo-sl priority security interest in the coUatera1 se<:uring the payment and pei'formaJJce of the Obligations upon making the saidfil ings. To its knowledge, except for, and upo11, the filing with the United States patent a11d trademm-k office with respect to the 1ialenls and trademarks and the Register of Copyl'igbts witb respect to the copyrights necessary to perfect the sec11rity Juterests created hereunder, and except as bas been already made or obtained, no a11tborization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. rcgu.tat01y body is required either (i) for the grant by Debtor of the security interest granted bereby or for the execution, delJvery or petfor111ance of this SeourHy Agreement by Debtol' i.n the United States or (ii) for the pelfection ill tile United States or the exercise by Secured Parcy of jts dgbts and remedies hereunder. 5.02 Maiuteuance of Filings. Ou a continuing basis~ Debtor will niake, execute, acJcnowl.edge and deliver, and file and record i11 the proper filiug aud recording _places iii the United States, ail such insl111men1s, including appropdalefinancing and continuation statements imd collateral agreements aud filings with the Texas Secretary of State and or the United States· Patent and Trademark Office ai1d the Register of Copyrights, as applicable and take all such action as may reasonably be deenled necessary or advisable, ox as requested by Secured Party, to pe1fect Secured Party's sec\Jrity interest in all of Debtor's copyrights, patents and trademarks and otherwise to carry out tl1e intent and purposes of this Security Agreement, m·for assuring and confirming to Secured Party the grant or J>erfection of a security iJtterest in all Colfateral. JNG2:MMERP ACIPIC\V ALUEEXC)-{ANGE\h22308SecAgr.;vpd IO StlCIJ1mY AGREllM!iNT 5.03 Attomey-ln-Fact. Debtor hereby irrevocably appoints Secured Party as Debt.or'saltorney-infact, with full authority in the place and stead ofDel.ltor and in the na.t.ne of Debtor, from time to time in Sect1red Patty's discretion, to take auy actiou .and to execute auy instrument which Secured Party may deem necessary or advisable to accomplish the ptu·poses of this Security Agreement, including the filing, in it's sole discretion, one or tuore fina11ci i1g or co11tinualio11 statements and amendments thereto, relative to any of the Coflateral without the signature of Debtor where permitted by law and after the occurre11ce of an Bveut of Defaull, lo transfer the Collateral it1to the name of Secured Party. 5.04 S1.1pplemental Default Remedies. Upon the occurrence and continuance of an Event of Default, Secured Par~y shall have the dght to exercise all the remedies of a secnred party under the Texas Un.iform Co\nmercial Code, including withoutlimitalion the right to require. Debtor to assemble the documentation, records and files pertaining to the Collateral and any !'elated tangible property i.il whlcJ1 Secured Party has a secutity interest aud to make it available to Secured Party at a place designated by Secured Party. Sccu{ed Parry shall l1ave uonexclusive, rnyalty free license to nse the copyrights, patents aud trademarks to tbe extent reasonably necessary lo permit Secuted Party to exercise its rights and remedies upon the occt1rrence of an Event of Defaull. Debtor -will pay any expenses (including 1·easonable attorneys' fees) i11carred'by Secured Party iu con11ectio11 witb the exercise of any ofSecm;ed Party's rights hereunder, irn;Juding without limit11tioq any expense incurred in di-sposing of the Collateral. 5.05 RepresentatiMs and Wanauties Regarding Domain Names. The Debtor warrants and i-epreseuts to Se<;w·ed Party that (a) Debtor rs the ow11er of the do111ain name and that Its rights to the domain name are not subject to any rights of third parties, such as a lease or security interest, (b) tlte identity and location of tbe servers used in connection with the domain name, are as follows:, vcRcom; \Jnll 802, 6!oci\ II, 6/F, Shae,O lridcCordfo, 5.tYIJon Shun C!rcoll Sholin, N.T,. Hong Kong (c) Alibaba Cloud Compullng (Beijing) Co., Ltd. is the ,registration authority (the ''Registry") that has control over tbo domain name servers; (d) Debtor shall uot change the domain name servers without prior notification to Secured Paity; {e) Darius Lau js the administrative contact with the Registty and Debtor covenants that it will not ca\tSe any change in the Registry's contact ittformation without prior written approval of Secured Party~ (f) Debtor shall maintain and renew the <lomainname registration so long as the Obligations remain unpaid; (g) Debtor shall provide any additional fonn ofpowei' of attorney sufficient to allow the Secured Party to take auy aclion and sign on behalf of the Debtor any document necessa1y to maintain the dotuai11 !Jame, provide instnict1otls to the do111ai11 name registrar regatding the do1t1ai11 name, and execute on behalf of the Debtor any documents necessary to transfer registration of the domain name. 5.06 Website Hosting. Value Exchange lnt'I (HK) Umiled is the website hosting service (the 0Hostl') used by the Debtor to host the website of the domain name. Debtor shall take such steps to cause the Host or Debtor's foternet Service Pi'ovider (the "ISP.") to enter a waiver and consent agreement with the Debtor 1111d the Secured Party, providillg for the following: JNG22\AMERP ACIFIC\V ALUEEXCHANGBlh22.308SecAgr. wpit 11 SE CUR ITV AOR l!EMEITT A. The Host recqgnizes !be Secured Patty's sec1trity interest jp tbe domain name aud in any contracts between the hosting service and the Debtor, regardless of perfection. B. TbeHost will acl as the administrat.ive contact with the domain name registrar. C. The Host will promptly 1iotify the Debtor and the Secured Patty of any r)otice of adverse action received ftom the r~gistrar, or auy othet' party, thrm1gh lt as administrative contact. D. Tbe Hosh'ecog11izes that the Debtor is the owner of the domain name, subject to the S.ecured Party's inte1·cst, and that tbe Host has no ownership l'ight iu the domain name, E. The Host wil I nol make any changes in the co,itact information at tile registrar other than as instrncted by tile Debtor or Seemed Party, and only in accordance with the waiver and consMt ag.reeine11t. F. The Host will, upon receipt from the Secured Party of notice of the Debtor's default, ~·ecogni~ an assigJ1meut of contractual rights to the Secured Party or its desiguee, at\d wm change the contact information at the registrar as directed by the Secured Party. G. Host wi LI agree tliat the Secured Party may exercise its tights against the domain nau1e and/or Internet connection under the security interest, B.SSUl\le defined payment responsib1lities to the Host in place of.the Debtor. ARTICLE VI. GENERAL COVENANTS 6.0 l Landlord's Waiver. Debtor will furnish to Secured Party a landlord's waiver of all liens with 1·espect to any Collateral covered by this Security Agreement whicll is or may be located upon leased properly, the landlord's waiver to be in form accepta{)le to legal counsel for Secured Pariy. Debtor hereby agrees to indenmify ancl hold-Secured Party flanu1ess from auy i'(ction of any lan.dlord which would inhibi{ or delay Secured Party's possession of the CoJ latera I. 6.02 Financing Statements. Debtor agtees to deliver all financing statement or statements, or amendments thereof or supplements the(elo, or other insh·umenls as Secured Party may from time to time require in o1'der to comply with the Code (or any pl'Ovislon of the Unifot111 Co1mnercial Code or any other applicable state law of the jurisdiction where auy of t11e Collateral is located) and to preserve nnd protect the Sect1riLy Interests in favor of Secured Party. 6.03 Curing of Default. Secured Party may, at Secured Patty's optiot\, whether before or after default, but without obligation to the Debtor, discharge taxes, lteps, otber s«:urity iniel'es!s or otlle1' encrnnbrances at a11y time levied or placed on tbe Collateral, and may place and pay JNG~\AMERP ACJflC\V ALUEEXCHANGE\!122308SecAgi:. wpd 12 S!lCUIJITY AOR&Ml'.NT for insurance t11ereon, or pay for the repair, improvement, maitJtcnance and preservation of the Collateral and l)ay any filing 01· recotding fees necessary to preserve and protect the Security I1)terests, The Debtor agrees to reimburse Secured Party on demand for any payment made or any expense incurred by Secured Party p11rsuant to the foregoing authorization, and the amount sball constitute an additional part of the Obligations which shall be secured by and entit).ed to the benefits of tbis Security Agreement. Debtor agrees to pay interest on the amou!\ts at the maximum nonusurious rate of interest al towed by law per annum (but in no event in excess of eighteen [ 18%] percent per auuum) from the date same are incu!'l'ed by Seclil'ed Party until paid by Debtor. 6.04 Repai.i:s and Maintenance Debtor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while U1is Security Agreement l'en)ains Lil effect. Debtor fur ther agrees to pay when due all claims for work done on, or services rendered or material fitm isbed in connection with the Collateral so that no lieu or encumbrance 1nay ever attach to or be filed against the Collateral. 6.05 Compliance with Governmental Requirements. DebtoJ'sballcomply promptly with all laws, ordinances, rules and regulations of all gover11menLa1 auLhorities, now or hereaftel' in effect, applicable to the ownership, production, disposition, or use of lhe Collateral. Debtor will pay when dqe all taxes, assessments and liens upon the Collateral. 6.06 Payments to Secw·ed Party, Seemed Party shall bave tbe right at any time, in Secu1·ed :ea-rty's name or in the name of Debtor, whether before or after default by Debtor, to notify any aod all account debtors to make payment tllereof directly to Secul'ed Party. Secured Party shall have the right to demand, coll eel, receive, receipt for, sue for, compound for and give acquittal for, any and all ammin.ts due or to become duo on the Collateral and the proceeds thereof and to end01·se the na1ne of the Debtor on aU commercial paper given in payment Ol' part1)ayment tuereof. Sec1wed Pru;ly may,iit SecuredParty's discrelion file any claim or take any other action or proceeding which Secured Pa1·ty tnay deem necessary or appropriate to protect, preserve and realize upon the Seq1rity Inte1·ests of Secured Party in tlle Collatera I. 6.07 Inspections. Debtor shall at all reasonable times allow Secured Party by or th.rough any of Secured 'Party!s officers, agents, attorneys or accountants, to examine or inspect the Ccllate1'al wherever locateda11d lo examine, inspect and make extracts from Debtor's books and records. Debtor shall do, make, exccqte at1d detivet all additional and further acts, tbings, deeds, assurances, instnnneuts as. Secured Party may require, to more completely vest in and assnre Secured Party all of Secured Party's rights hereunder and in or to the CoHalet'al. 6.08 Insacaaw. 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(631ntUt ailuliluit1E11ip1u~ d1i1h:illl11h11n1tru101itlidi!l lb tsp::iz u ndctdioa of Ilse eoHc:loml chall Isa awd k p: cps, tits i::tlclstodacss. 8ccm ad :Ps. 1, n1113 : cqai10 iieblc: lo maialaiz :: ilk Sosa: od P02t5 : see: : co fe: pUJmcat sfi11sma11oc tu•uu1111, l1i11t 111111 11 ol,11~ h11l!u:i11lll3 1Hlhl311•311111111i11dihbl111£1 H:1 satlu:alcd Is; OeomedJla:t; to bu oaffioieub to ptadaw, st lusut &fteus 0£) da5u lscfua tl:z ptcadam clue elate, mnoants at least equal to tho ksmm:cc prnmitmw lb be paid. lfM::ocs (15) d&Js bcfbcc pa3211011t is dac, the 1csc1 cc funds azc it1saHicic11t, !!clsw, shatl upon dc1na11dpUj aa5 :etcttcit11cy to 8wa1cdfntt;. Sfbcswe, oc fa:tds slratl be hold tsJ 8cca1cet Porty cs a sara:·el dapaeit and ohaP canetif11to a non irtrrast haaringqoeer:nt n1:ich Samerad Pen l:j: m J salisij b5 JSSJ lhmt cf lho iasca usu £!.aatiaMS t qutnJ Is Is 51ui:li 65 1i&h he: s ti.cs lsooowo duo. filacuzad Pm ty tluw au(. behl W c nca. • o fsuelo i : l uat fs iicUo.; a11d 8csm d Pmt, ·a nob tbs agml of~ lto fe. pa3mcd sf !tic incw:wcc pnmiuam nqc:itsd t& hqaaid hrD2lzt2 · The nspneihility far tbppa211t efprn1~i11:ns sll?IJ ramair Dal:tsr's 111111 r21p1 u illility_ D ~•o ; ! ill ,:r,m•· effaa JIJOd Uqe(S:; oh ell fnuniflh le £rnmul Par:t,r reports au oceb ouistire rsfjcy ofinmrrcnca abozri nsm,ah j:afctruatis:z ss Scw,rad Port;, nan;r 1:eaacnahJ;: z-s;r:sst ins!::di >8 the folJrrrins· ,,~ tbs a £ tJ insn::aq_ ,,,~ 910 s·alrs it2m:r2d; €:c~ tbs an221n2t e-"tha pcl!sy; (d) th a prspat't)i ir01,red; (aj the th au r aTttt 1:s I: a an the hacis sf hill it 1111 u l,ao l:111 e~lt' d ill a, 1111 e efictetn i: int, hl:@i :11h1ej 1118(~il11:pi11li111!11hmflla1.1eli13 E.1i~if1 ;li'zhl1 d I' p2111uqna1lh5Q s J :Partr '1ww2112r not morn 2ft2u thw onm:all;@ ham an inda~e11de111· aprroiser sotisfasto;ii: ta ~ (l / Efoou ad Psi ty dslcm:i.ts, as sppliculslc, tho cash : e:luo w: cplucomaac cost £Ibo Ballato: st.~ / ..,.... ~ 6.09 Deposits. As additional security for payment ofthe Obligations, Debtor recognizes Secured Party's d ghl of sel off, and Debtor grants to Secut"ed Pal'ty sect1dty i!lterests in, and a contractual pledge and assignment of, any and all mouey, pl'operty, accounts, seclU"ities1 JNG22\AMERP ACIFIC\V ALUEEXCHANGElh2230SSecAgr.wpd 14 SECURITY AGREEM!lNf documents, chattel paper, claims, demands, instruments, items or deposits of tbe Debtor, uow held or he1·eafter coming witliiu. Secured Party's custody or control. The foregoing includes, by way of exam_ple and not of limitation, all certificates of deposit and otJ1er depository accounts (any aud all oflhe foregoing being the "De1>osits''), whether same have matured or tbe exe!'cise of Secured Party's rights results in loss of interesl OJ' other penalty on the deposits. Without pl'ior notice to or demand on the Debtor, $ec1Hed Parly may exercise Secm·ed Party's 1•jghts grailted· or recognized above, as well as other rights a,nd remedies at law and equity (all ofwhioh ate cumulative). including the right of offset of the Deposits by the Secured Party against the Obligations, all without ptior notice to DebtoT after au Event of Default. 6 .JO Additional Collateral. If Secured Patty should at auy time be of {he opinion that the Collateral is not sufficient or has declined or may declit1e ill value, or should SecuredParty deem pay11le11t of Debtor's Obligations to Secured Party to be insecure, then Secul'ed Pal'ly may offset any of the Deμosits against tbe Obligations in accordance with the terms llereof or call for additioual collateral satisfactory to Secured Party. Debtor promises to furnish additional collate1·al forthwith. The call for additional collateral may be oral, by telegram or United States mail addressee! to Debtor a11d shall not affect any other subsequent right of Secured Party to exercise the same. Debtor agrees that Secm·ed Parly shall have uo duty or obligation to collect ally Account, or to take any other actiotl lo preserve or pl'otect the Collateral. Bowever, should Secured Party elect to collect any Account or truce possessfon of atiy Collateral, Debtox releases .Secured Pal'ty from a claim or claims for loss or damage arising.from any act or omission i11 connection there\'Vilh. 6.11 Further Acts. Debtor will from time to time execute all further ii1sln1ment.s and do forther acts 11ud th.ings as Secured -Party may reasonably require to protect and per.feet in Secured Pa.rty tlJ.e Security Interests in the Collateral, including, but expressly not bejng limited to assignments or othei· fo1111s of idenlificaJ,ion of the Collatel'al in forms required by Secm·ed Party, together with other evidence oftue existence and identity of the Collateral as Secured Party may reasonably require. Debtor wiU mark Debtor's books and rncords(and in the case of Chattel Paper, will mark the Chattel Paper that c0mprises CollateJ'!1I) lo Iefl.ect the assigmr\ent of the Collateral to Secured Party. 6.12 Sec::ured Party's Authority. Debtor (a) brnvocablyappoints Secured Part.y or auy agent of Secured Party (which appointment is couμled with an interest) the u·ue atld lawful attoroey ofDebtoi• (with foll powe•· of substitution) to act in the name, place and stead of, and at the expense of, Debtor -and (b) authorizes Secured Party or any agent of Secured Party, in 1ts own name, at Debtor's expense, to do any of the following, as Secured Party, in its sole discretion, deems appropriate: A. to demand, receive, sue fol', and give receipts or acquittances for any moneys due or to become due on auy Collaternl and to endorse any item representing auy payment on or procee(lsof tbe Collaternl; B. lo execute and/or fife io the name of and 011 behalf of Debtor all financing statements 01· othe1· filings, docutnents Ot' ag!'ee.n1ents dee1l1(~d necessary or desirable by Secured Party to evidence, perfect, amend, conect or conti11i1e the security 1NG22\AMERJ> J\,CIFJCW ALUEEXCHANOE\b2230&SecAgr,wpd 15 SECUJUTV A<JREF.MBJIIT interests granted in this Security Agl'eeinent and to include within or attached to any and all such financing statements or other filiugs any ;uid all Slich information required or permitted by the fiJlngjurisdiction; C. to do and pei'form any act on behalf of Debtor permitted or required under this Security Agreement; and D. lake such actions in its own name or in Debtor's name as Secured Party, in its sole discretion, deems uecessa1yor approprlate to establish exclusive control (as defined iu the Code) over any Collateral of such nat1.1re that perfection of fue Secured Party's security interest may be or n1ay be also accomplished by control. ARTICLE VII. EVENtSOFDEFAULTANDREMEDIES 7.01 Events of Default. Debtor shall be in default under this Security Agreement upon tl1e hap13euing of auy of the following events or conditions (herein sometimes called ai1 "Event of Defatilt"): A. Failm·e ofBorrnwer to pay when due any imereston or any prjncipal or in$tallment of principal of any of the Ob1igatlons to Sectire<l Party; B. Default by Borroweruuder the l oan Agreement; C. The occurret,ce of any event wh.icb under the terms ot' any evidence of indebtedness, indenture, loan ag(eement, security agreement or similar iustrument permits the acceleration of maturity of any indebtedi1ess of Debtor or Borrower to Secured Party, or lo others than Secured Party; D. Any 1'ep1•eseutatio11 or warranty made by Debto1' herein or deemed as made by Debtor herein or made in any statement.or certificate furnished to Secured Party by Debtor pursuant hereto or in counectiou with auy loan 01· loans proves incorrect .in any materh1l respect as of the date of the making er issuance tl1ereof; E. Defaull occurs ii, the observance or performa11ce by Dehtox of any provision of th is Security Agreement or of any note, assignment or t1•ansfet under 01· pursuant thereto; F. The death, dissoluLiou, terminalio11 ofexistence, insolvency or b11si11ess failure of the Debtor, or the applicat.ion fol' the appointtnent of a receiver of auy part of the property of the Debtor, oi" the commencement by or against Debtor of any proceeding under auy baubuptcy arrangement, reorganization, iusolveucy or similar law for rbe reJiefof debtors, or by or against any guarnutor or smety for the Debtor, orupoii theserviceofanywarrant,attachn1cnt, levy, garuishmeot or similar process in relation to a tax lien, debt, judgment, obligation of Debtor or assessment; JNG22\AMERPACJFJC\VALUEEXC1fANGE\h22308SecAgr.wpd 16 S~CUIUTV AtlREEMEllrl' G. The Collateral or any portion the1'eof is sold, conveyed or assigned by Debtor, except in the ordinary course of business of Debtor, without the p1'ior written consent of Secured Party; H. The Collateral becomes, in the judgment of Secured Party, unsatisfactory or insufficient in character or value; and or, l. Debtor changes ils legal name or location wilhout the prior written consent of' Secured Party. 7.02 Reluedies. Debtor and Secured Party agree concerning Secured Party's remedies as follows: A. Upon the occunence of au Event of Default, and at any time thereafter, Secured Pal'ty1 may, at Secured Party's option, without demat)d, 11otice of intention to accelerate, notice of accelel'atio11, notice of nonpayment, preseanuent, protest, notice of di.shon_or, or any other notice wl~atsoever, to Debtor, declare all Obligations secured hereby immediately due and payable and Secured Party shall thereupon may exercise the rights and remedies ofa secured pal'ty under the Code, as otherwise granted hel'ein and/or under any applicable law or in aey other agreenJent executed by Debtor {all of which 1ights and remedies shall be cumulative). The rights and remedies which may be exercised by Secured Parl;y include, witltout llmitation, the right to require account debtors to pay the accounts directly to Seemed Parry, the right to sell, lease or otherwise dispose ,of any or a11 of the Collateral and to apply tile proceeds thereof toward payment of any costs and expenses and attorney's fees aud legal expenses thereby incurred by the Secured Party and toward payment of the Obligations in the order or manner as the Secured Party may elect. Secured Party shal1 J1ave tbe i'igbt to take i11unediate posscssiou of the Collateral, with or without process of law, and for that purpose Secuted Pat'fy may enter upon any premises ou which the Collateral or arty part thereof m11,y be situated and remove the same therefrom. Seemed Party may require Debtor to assemble t\le Collateral and make the Collatei'al available to Secw·ed Party at a place to be desfgnated by the Secured Party which is reasonably conveuient to both parties. Unless the Collateral is perishable or threatens to decliue rapidly in value or is of a type customarily sold on a recoguized market, Secured Party will send Debtor reaso11able notice of the time and place of any -publfo sale thereof or o.f the time after which any private sale or other disposition thereof is to be made. The requiJ'ement of sendiJ1g a reasonable notice shall be met if the notice is mailed, postage prepaid, to Debtor at the address designated at. the beginuiug of this Secmity Agree111ent at least ten ( 10) days before the time of the sale or disposition. Costs of legal expeuses, plus interest thereon al a rate per allllum at all times equal to the highest lawful contractual rate pennitted by applicable tlSm·y laws, shall constitute additional Obligations of bebtor which shall be due on de111and and which shall be secured by and entitled to the benefits of this Securily Agreement, If the proceeds of any sale or other disposition by Secu1'ed Party of the Collateral fol lowing U1e .tetakiug of the Col laternl, al'e insufficient to pay expenses of retaking, repairing, holding, p1·eparil)g the Collateral fol' sale, selling the Colla!cral and the like, to sa!isfythe Obligations, then Debtor agrees to pay any deficiency. Without JNG22\AMER.PACIFJC\VALTJEEXCHANGE\b22308SeoAgr.wpd 17 SECU~rrv /\GR8™ENT implying the right of Debtol' to .create subordinate security interests in the Collateral, Debtor shall be entitled to any sttrplos if one .results after lawful application of all of Ute proceeds, subject to tl1e rights of 8i1y subordinate lien110lder; B. At any sate pUL'StHltlt to this Sectiou, whether under the powe1• of sale, by virtue of judicial proceedings or otherwise, it shall not be necessary fol' Secured Party or a public officer under order of a cow·t lo have present physical 01· constructive possession of Collateral to be sold. The recitals contained in any col:l.veyat}ces and receipts made and given by Secured Party oi" the public officer to au.y purchaser at any sale made pw·suant to tbb Security Agreement shall, to the extent pennitted by applicable law, couclusively establish the truth and accuracy of the· matte1'S stated {inch1ding, without limit, 11s to the amounts of the princiμaJ of aud interest 0 11 the Indebtedness, the accrual and nonpayment ofit and advertisement and condi1ct of the sale); and all prerequisites to the sale shall be presumed to have been satisfied !\lid perfonned. Upon any sale of any Collateral, the receipt of the officer making lbesalem1der judicial proceedings or of Secured Party shall be sufficient discharge to tbe _purchase1· for the purchase money, aud the pmchaser shall not be obligated to see to the application of U1e money. Any sale of any Collateral 1111der this Security Agreement sharl be a perpetual bar agaillst Debtox with respect to that Collateral. At any sale or other dispositio.o of tbe Collateral pursuant to this Section, Secured Party disclaims all warrantles which would otherwise be given under the Code, including witl10ut limit a disclaimer of any warranty relating to title, possession, quiet enjoymel:lt or the Jike, and Secured Party may communicate these disclaimers to a purchaser at such disposition. This disclaimer ofwarrauties will not render the sale cotnmercially utll'easonable; C, The following shall be the basis for any finder of fact's dete1'1nination of U1e value of any Collateral which is the subject matter of a disposition givfog rise to a c;alculation of any surplus or deficiency under Section 9.615 (t) of U1e Code: (l) tile Collateral which is the subject mattel'Ofthe disposition shall be valued in an ''as is" condition as of the date of the disposition., ,vithont any assumption or expectation that such Collaternl will be repaired or improved in any manner; (2) the valuation shall be based upon aa asSlunption that tbe 1ransferee of socb Collateral desires a resale of the Collateral for cash prntnptly (b\ct no later thau 30 days) following the disposition; (3) all reasonable closing costs customa1ily borne by the seller in commercial sales transactions relating to prnperty similar to snch Collateral shall be deducted including, without limitation, brokerage conunissions, tax prorations, attorneys' fees, and marketing costs; (4) the value of the Collaferal which is the subject matter of the disposition shall be further discounted to account for any estimated holding costs JNG22\AMEIU.' ACIFlC\V ALUEEXCHANGE\h22308SccAgr. wpd 18 S!!CURD'V AORllUMl!Nl' associated with matntaining such Collatei;al pendh1g sale (to the extent nol accounted for in (3) above), and other mai.ntetiance, operational M.d ownership expenses; and (5) any expert opi11ion testimony given or considered in connection with a determination of lhe value of such ColtaLernl must be given by persons havillg at least 5 years experience in ap-praising properly simi lat to the Collateral and who have co11ducted and prepared a complete wtitten appl'aisal of such Collateral takiug i11to consideratio11 the factors set forth above. The "value" of any such Collateral shall be a factor in determining the amount of proceeds whicl1 wm1ld have been realized ill a dispositio11 to a transferee other tha11 a secured party, a person related to a secured party· of a secondary obligor under Section 9-615(f) of the Code. D. Secured Party shail ltave tue right to have a receiver appointed to take possession of all or any part of the Co!Jateral, with the power to protect and preserve the Collateral, to operate tbe Collateral preceding foreclosure or sale, and to collect lease proceeds from the Collateral and apply the proceeds, over and above the cost of the recej vership, against the Indebtedness. Tbe receive~· may setve without bond if pennilted by law. Secured Party's right to the appointment of a receiver shall exist whether or not the apparent value ofthe Collatera I exceeds the fndebted:uess by a substantial a1nounL Employment by Secured Party sball not disqualil'y a person from serving as a receive!', E. Seemed Party, either itself 01· tluough a receiver, may collect the payments, rents, income, and revenues from the Collateral. Secured Party may at any time in Secured Party's discretion transfer any Collateral into Secured Party's own name or that of Secured Party's nominee and 1·eceive the payments, rents, income, lease payments and other revent1es therefrom and hold the same as secui•ity for the Indebted11ess or apply it to paymeutoftbe llldebtedness in such order of preferei1ce as Secured Party may deterrufae. Insofar as the Collateral consists of accounts, general iutangibles, insurance policies, instruments, chattel paper, choses iu action, or similar property. Secured Party may demand, collect, receipt for, settle, compron1ise, adjust, sue for, foreclose, or realize on the Collatera~ as Secui·ed Party lliay determine, whether or uot flldebtcdness or Collateral is the11 due. For these pt111)oses, Secured Party may, ou behalf of and in the name of Debtor, receive, open 11nd dispose of mail addressed to Debtor; change any address to wh(cli mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments any items _pertaining to payment, shipment, or storage of any Collateral. To faci litatecollection,,Secured Party may 11otify account debtors aud obligors on any Collateral to make payments dfrectly to Secured Party. 7.03 Waiyer of Default. Secured Party may remedy any default and may wa~ve any default without waiving the default remedi.ed or without waiving any other prior- or subsequent default .. .rNC22\AMBRP ACIFlC\ V ALUE6XCliA,NGE\1!22308ScaAgr.wpd 19 SECURITY AGREllMEl'tt 7 .04 Itlterest Rale. It is the intention of the parties hereto to comply wlth applicable t1sury laws, Accordingly, it is agreed tltatnotwithstandiu_g lilly provision to the contrary hi this Security Agreement, or in any of the documents evidenci ng the Obligatious or otherwise relating thereto, no provision sha:11 t'eq1iire lhe-payment or permjt the col lootion of interest ilt excess of the maximum pet'mitted by law. If any excess of interest ls provided for, or shall be adjudicated to be so p1•ovided for, i11 this Securily Agreement, or ii\ any of the documents evide11cing the Oh ligations or otherwise relating thereto, then in any event (i) the provisions of th.is paragraph shall govern aud control, (ii) neither the Debtor 11or Debtm·;s heirs, legal repr esentatives, successors or assigns or any other party liable for the payment thereof, shall be obligated to pay die amount of the intei'est to U1e extent that it is in excess of the maximum amount permitted by law, (iii) any excess which may have been collected sllall be, at the option of the holder of the -instrument evideocing the ObligatiQus, either c1pplied as a credit against the theu unpaid principal amount thereofor refunded to the maker thereof, and (iv) tbe effective 1:ate of interest shall be automaficaJly subject to reduction to Che maximum rate allowed to be lawfully eo11trncted for by Debtor under applicable usury laws as now or heteafter coustrued by the cour t's haviugjurisdiction. 7.05 Cumulative Reruedies. The reOJedies of Secured Party hereunder arecunmlative, a11d the exercise of any one or more of the remedies provided herein shall not be construed as a wa.iver of any of the other Jemedies of Sectu:ed Party. ARTICLEVill. GENERAL 8.01 Applicable Laws. Any p1·ovision hereof found to be iuvalid under the law of the State of Texas, or any other state havingjuiisdiction or othe1' applicable law, shall be invalid Mly with respect to tile offending provision. All words used herei11 shaU be consttned to be of the gender or number as U1e eircumstances require. If this Secudty Agreement is executed by more than ooe Debtor, the obligations of all Debtors shatr be joittt and several. This Security Agreement shall be binding upon the heirs, pel'sonal representatives, successots or assigns of the parties hereto, but shall inure to the benefit of the successor or assigns of the Secured Party only. Except forappl.icablefederal Iaw, laws of U1eStateofTexas shall apply to this Security Agi•eement and the constmction and interpL'elalion of tl,is Security Agreement. 8.02 Financing Statement. Any carbon, photog1'aphicor other reproduction or any record of any fiuauoing statement authenticated by Debtor is sufficient as a financiitg statement for all purposes, iuc1udiug without limit;ition, filing in any state as may be _permitted by the provisions of the Code. To the extent that Secul'ed Party may have already filed a fuiancing statement related to the Collateral, Debtor hereby ratifies and confirms the authorities of Seemed Patty to so file, Any aud all financing statements fl ied or to be filed in connection with the Collateral al'e hereby deemed to be authenticated records. 8.03 Prior Agreements. This Security Agreement aud the Security Interests are in addition to, and not in substitution, novatiou or discharge of., any and all prior or contemporaneous security agreements and/or secul'ity interests in favor of Secured 'Party or assigned to Secm·ed Party by ot:hers. Al I tights, powers and remedles of Secured Party in al I the secu1·ity JNG22\AMERP ACIFIC\V ALUEEXCl{ANGB\h22308SecAgr.wpd 20 SECURITY AGRfillMENT agreements are cumulative, bat in !he eveul of actual conflict in terms and conditions, ihe terms a11d conditions of the latest security agreement shall govern and Co!ltrol. 8.04 Definitions. Except as otherwise provided in th.is Securi!y Agreement, all tel'ms in this Security Agreement have tl1e rueao iugs assigued to them in Article 9 of tlie Code ( or, absent definition i11 Article 9, iu any other Article) of the Code as those meauiugs may be amended, revised or re1ilaced from time to time. "Code" means the Texas Business and Comme1•ce Code as amended, revised oneplaced from ti:me to time. Nohvitbstanding the foregoing, the parties lntead that the terms used herein which are defined in the Code have, at all times1 the broadest and mostiuclusive meanings possible, Accordingly, ifU1e Code shall in the f-ulure be amended or he.Id by a cow-t to define any term used herein more broadly m inclusively lhau the. Code iu effect on {be date of this SecuL'ity Agree111ent, then such tenn, as used hetein, shall be given sucl1 brnadened 111eai1i11g. lf the Code shall in the future be ame11ded or .he-Id by a court to define any term used herein more 11artowly, or less inclltsively, than the Code ln effect on the date of this Security Agreemeut, such amendment or holding shall be disrega1•ded in defining such tenus used in this Secudty Agreement, 8.05 Terminatio11. Unless sooner tel'minated by the express written action ofSecnred Party, !he Security Il1terests and all the ten11s and provisions hereof' shall be deemed a continuing secut'ity agreement and shall continue in full force and effect, and all the tern,s and provisions hereof shall remaii1 effective es between tbe _parties, until the payment in fu]I of al[ the Obligations to Secured Party. 8.06 Add1·esses. Secured Party: Debto1•: The addi'esses for the parties hereto are as follows: 1400 Brnadfield Blvd., Suite I 00 Houston, Texas 77084 Unit 602, Block 8, 6th Floor, Shatin Industrial CenLre, 5-7 Yuen S1ll11l Circuit Shatin, N.T,, Hong Kong This record is autlleuticated by Debtor effective July ...26__, 2022. JNG22\AMERP ACJF.IC\ V ALUEEXCHANGE\h22308SecAgr.wpd 2.l SECURITY AOREEMfW1'

Exhibit 10.3

REVOLVING CREDIT PROMlSSORY NOTE $(US) 1,000,000.00 July ...2fL, 2022 Por value received, after date, witbotLt grace a.ud in the maimer, on the dates and in the amounts herein stipulated, the undersigned, VALUE EXCHANGE INTERNATIONAL; INC. ("Maker"), promises to pay to AMERJCAN PAClF[C BANCORP, fNC. ("Payee"), a Tex.as banking corporation, or order1 in lawful mouey of the United States of America, al 1400 Broad field Blvd., Suite J 00, Houston, Harris County, Texas, or at such other pJace designated u1 wtiting by Payee, or other holder hereof: (a) The cumulative Advances advanced hereunder with a maximum outstanding principal balauce 11t any Otle time not to exceed tl1e principal sum of (US) ONE MILLION AND NO/100 DOLLARS ($(US) 1,000,000.00), as said Advances at·e reflected by uotations on the schedule herefor, in lawful money of the Un.ited States of America, which shall be due and payable in full on July 26 , 2024 (the "Maturity Date"); ulong with (b) Tntereslon fueunpaidprincipal balaucc attheta!tiofElGHT ANDNO/100(8.00%) percent per an1lt1m, and, interest shal I be due and payable quarterly as il accrues 011 the outstallding balance of principal from time to time, with the first installment of accrued interest to be due and payable on September 30, 2022, and like installments of interest shall become due and payable on the last day of' each consecutive third (3rd) calendar month the!'eaftcr \JDlil the Maturity Date, at which time all accrued and w1paid luterest sllall be due and payable i.u full; Lnt·erest shall accrue on a basis of 1;1ctual days over a 360 day year unless such, calculation would result in a usurious rate, in which case interest will be calcuiated 011 the basis of actual days over a year of 365 or 366 days, as the case may be. All past due principal and Ol' interest shall, at the option. of Payee, bear interest from maturity until paid at the lesser of (a) tbe maximum lawfol rale of interest permitted by applicable usury laws (the 11MaximumRate"), (b) eighteen percent ( I 8%)per annum. All scheduled payments as made shall be applied first to the interest then accrued, and the balance, ifauy, to the principal. The unpaid principal balance owing on this Note at any lime may be evidenced by endorsements OJI this Note or by Payee's internal records, iucluding daily computer system output or reports. This Note may be pi-epaid at auy t•ime, and from lime to time, in whole or in pa1·t, without penally Ot' premium. Any prepayment shall be applied in any order at Payee's discretion as among any tben w1paid collections costs or charges for which Maker is liable ( either hereunder or under the terms of any document securing the payment hereof), accrued but unpaid interest hereof, or the principal hereof. !'7OTWITHSTANDINGTHEPAYMENTSCIIEDOLESPECIF1ED ABOVE,PAYEEMAY, ONDEMAND,ACCELERATETHEUNPAIDBALANCEDUEANDOWING ONTHISNOTE,AT PAYEE'S SOLE DISCRETION, BY THE GIVING OF WRJTTEN NOTlCE TO MAimR, WITH SUCH NOTICE BEING DEEMED TO HA VE BEEN GIVEN WHEN SAME IS DEPOSITED 1N A REGULARLY MAINTAINED RECEPTACLE OF THE ONlTED STATES POSTAL SERVICE, POSTAGE PREPAID, CERTIFfED OR REGISTERED lVIAlL, RETURN'RECEIPTREQUESTED, .11'1022\AMERP ACIFTC\V ALUEEXCHANGE.\g22308Note.wpd INITI/\LfOR IOl!lftlflC,\1lON NOTll ADDRESSED TO MAICER AT THE LAST ADDlmSS SllOWN. lJY THE RECORDS OF PA YEE:. MAl.CElt lJNDERS'fANDS THAT PAYEE'S RIGHT TO ACCELERATE THIS NOTE MAY DE, EXERCISED FOR.PAYEE'S OWN COMMERCIAL PURPOSES UNRELATED TO MAlillR'S ABILITY 'I'O PAY 1'1::1.E D,\LANCE OFTlUS Norn OR FUTURE ABILITY TO PERFORM UNDERTHISNOTE, UPONSAIDDEM'..AND► NIAKERSSHA.LLlIAVENORIGliTTOREQUEST FUTURE ADVANCll:S UNDER TllIS NOTE REGARDLESS OF ANY AVAlLABLE OR UNFUNDED DA LANCE UNDER TlilS NOTE, THIS NOTE SHALL BE PAYABLE IN FULL ON THE MATURITY DAT~. ON 'fHB MATURITYDATB1MAJ(BRMUSTRBPAYTHEENTlREU1'1PAlDPRJNCIPALBALANCBANDALL ACCRUED INTEREST ON THIS NOTE THEN DUB AND P'A YA BLE, PAY BE SHALL BE UNDBRNO OBLIGATION TO lIBFINhtfCB THIS NOTE AT THAT TIME. MAKER Sl!ALL THEREFORE.BE RBQUJRED TO MAI<E_FAYMENT OUT Ol1 OT.!IB.R ASSETS MAKER MAY OWN, OR, MAl<BR y SHALL HAVE 1'0 FIND A LBNDER WILLING TO LEND MAKER SUCH AMOUNTS -,lc'p, ~ Ptl!BV/tftwitm1!nRIHJ1.'tl;;'tt'!8,Wfite!lt!IL'e\'OO@@Ht:!t!5'.fffl:s\l!lbi meitl"fl:1tthllTH811t'fMJ!8f/.\ ltil}llij OU JIIHO HOH: 7w Subject to all tho ten\1s mid conditions he1·eof, nnd so long as Make1• is not in defa11lt ltel'eunder or under the Loan Agreement of even date by and ~et\vee11 Maker 1111d Pnyee, or under a11y agi·eciuci1t or other .security doc11me1ils glven as security for the J)ayme11t of this Note, Maker shnlI bave the right lo bo1TOW, l'O.P!IY and 1•ebo1·1·ow, at any time e1td :from litne to ti Ille (l>1fo1· to the mahnily date of or !he acceleretloLt of the mntudfy of tbis Nole, regardless of how said llllllol'ity occurs), any amount so long as the pl'inclpaJ halnuce of the Note does uot. by tllat Advance, exceed the pl'iucipalsum of$(US) ! ,000,000,00, ot a1cy one fonc outsta11dii% such loans to he cvide11ccd by this Revolviug Credit P1·01uisso1•y Note, Requ~ts for one 01· mo1•eadva11ces hereu11der (tbe "Advm1ces") shall be 11111de by wl'lttet1 req_uesl sig11e4 by Maker 01'Maker's nuthorized .rep1·esent11tive, Bnch bofrowlng shall be made mi a busi.11ess dny of the Payee, All payments of pdnclpal with respect to such loans sl111ll be-evide1wcd by notations mude by P11yee on a solledu le fox this Revolving CreditPromissory Note, and replacements therefor, sucJ1 scl1cdule lo set forth !he date and aulount of each of the Advances nnd payments ofprinclpol on thisRevolvi11gC1·edlt Pl'ol\li~o1yNote. The aggt'Cgate nu paid amount of !01111s set forth on the schedule and retllncements therefor, shatl be rebuttably presumptive evidence of l11e prlnclpnl 1111\0\lUt owing 1111d ,11.1paid on this llcvolvlug Cre4Jt Promi:isory Note, and u_o separate 1.1romisso1·y tlote or other wrlti 11g need be execmted by M11ker to evcde11co the obligations of Maker lo ))II)' the AdvnilCCS., From time to fhne, Maker wlll 1nnke payments 011 the principal of this Note so that 1.10 1\lore tl\au $(US)! 1000,000,00 of principal shall eve1· be oulslanditlg 111 a11y one time. Makel' oovennnts ond ogrees to nss11me liabiliLy to1· and to vroteet, indemnify mld save t:he Paye<> harmless fi·om,al\y and all liobillties, oblig111ions, damnge..~, pe11oltics, clalills, ca11ses of 11ctlo11, costs, charges and expe11ses, iuclu<ling attorneys'. fees and exl)enses of employees, whioh mny be impose<l1 li1c111·red by or asserted against lhe Payee by reasoo of any loss, da.muge 01· chum howsoever arishig or l11cllt1-ed because of or out of or Lil co1mection with (i) ally 11cllo11 of the Payee 1;>11rs11a11t to requests for advances ,mdel' this Revolving Q·edit Prom.issmy Note, (ii) the trnnsfer of l\mds l)lll'Sllant to such, or (Iii) the P11yee\s ho1101•iog Ol' failhtg 1o hono1· any requests fo1• any 1-easOJl or 110 reason wh~lsoevel'. Payee ls entitled lo toly upon aud act upo11 l'eqnests made or purportedly mnde by any oflhe officers ot employees ofMakei·, ~ud Makel' shnll be unconditlonally and absolt1tely estop1ied frolll denying (i) the authen!leily and validity of ar1y such (ransnction so noted upon 'by Payee O1tee tho :Payee hus nclva11ced fouds uJ1del' this Revolving C1-edit Pro1nlsso1y Note at1cl has deposited or 1r1111sf~Ted such fimds I\S requested in a11y such req\lest, iind (li) Makei"s liability and responsibility the1-cfor. JNoii\AMJ.llU'AClJIIC\VALU81!:XC!IANGB\g'22308Notc.wp,I 2 lloltrlAt.FOll .lDllNTl~ICA'lic\N IIOTII If payment of pl'incipal 01· interest ou this Note shat I become due on a Saturday, Sunday or public holiday as defined under the laws oftbe State of Texas, such payment shall be made on tbe next succeeding business day and such extension of time shall in such case be included in computing intel'est ill coimection with such payment. A11y check, draft, money orderorother instrnment given in payment of all oraoy portion hereof may be accepted by the holder hereof and handled in collection in the customary manner, but Lhesame shall not constitute payment hereunder or djminjsh auy l'ights of the holder hereof except to the extent that actual cash pl'oceeds of such iustn1111ent are unconditionally received by the holder and applied to this Note in the manner herein provided. Maker agrees not to send Payee _payments marked 11paid in foll", "wilbo'ut recourse", or similar language. If Maker sends such a payment, Payee may accept lt without losing any of Payee's rights under tbis Note, and Maker shall remain obligated to pay a11y furthe1· a111ou11t owed to Payee. All written communications concerning disputed amounts from Maker, i nduding a11y check or other payment instrument that iud.icates that the payment constitutes "payment in fi.11111 of the amount owed or that is tendered with other conditions or limitations or as fuU satisfaction of a disputed amount shall be mailed or deHvered to Payee at the following address: 1400 Broad field Blvd., Suite J 00, Houston, Texas 77084, h1 the eveat any check used to make a payment to Payee is dishono1,ed for any reason, Maker shall pay lo Payee, in addition to an.y otl1er amounts to which Payee may be entitled heret111der, a reasonable processing fee of $30.00 (or the maximum amount provided from time to time in Section 3.506.(b) of the Texas Business and Commerce Code as it may be amended). This processing fee should be paid once with respect to each disho11or of a check. It is furtber agreed that the imposition of any such processing fee shall in no way prejudice or limit Payee's rights or remedies agai.J.lst Maker uuder this Note 01· auy of the loao documents or any other instrument securing or executed in connection with this Note. Payments received by Payee iu Payee's banking offices afte1· 2:00 p.m. local time fol' ptu·poses of posting of payments sball be considered as received on the next succeeding business day of Payee (excluding Saturdays, Sundays, and public holidays as defined under the laws of the State ofTexas). Payme11ts (and any applicable monthly interest rate adjustments) which are otherwise scl.teduled for tl1e 29'\ 30d1 or 31" day of any parti.culaJ' mo11th that does not have the t'egulatly scheduled day (e.g. - Febrnary, Apdl, June, September or November) shall instead be due and payable (and a11y applicable moutWy i11tcrest rate shall be adjusted) on the last day of that particular month. As ao alternative lo matured unpaid amounts accruing interest at the maximum legal rnte (or such lesser default rate as may be specified herein), in the event any installmeot shall become overdue for a period in excess of ten ( I 0) calendar doys, a late payment charge equal to a reasonable amount not to exceed five percent (5%) of the amount of each installment may be charged by the holder hereof for the purpose of defraying the expense incident to ha11dJiug such delinquent payments. This late charge sh011ld be paid only once, but promplly, as to each respective late payment. The provisions of this paragraph shall not limit Payee's right to compel prompt performance under this Note, or grant an option to Maker to make late payments and the charging of such late fee shall not waive any default under Lhis Note. Jt is especially agreed that if default be made in any oft11e payments of principaJ and/or interest due hereon 01· if there is a default in any of the covenants 01· provisions set fortl1 in the Lo1111 Agreement of even date by and between Maker and Payee, or in any Security Agreement, Secw·ity Agreement or olher security document given to secure the payment hereof, or should any maker, endorser or guarantor hereof die or become incompetent, or J'evoke, or dispute the validity of, or liability under this Note or any gu11ranty of the indebtedness evidenced by this Note, or become insolvent or commit any act of bankruptcy or make au assignment for the benefit of creditors or enter into ally type of creditor wol'kout, 01· authorize the filing or JN022\AMERP ACIFICW ALUEEXCHANGE\g22308Notc. wpd 3 ll'llTIJ\J, FOi\ IDBNl'lflJCATION NOT£ file a voluntai-y Petition in Bankruptcy or should a receiver of any of their properly be appointed, or should invohmtary bankruptcy proceedings be .filed or tlu·eatened against any of said parties, or should there occur commencement of foreclosm·e 01· forfeiture proceedings, wh.ethe1• by judicial proceeding, self~help, repossession or any other method, by any cl'editor of Maker or by any governmental agency against any collateral securing this Note, including a gam ishmentof auyofMaker's accounts, iuclt1ding depositaccounts, wit!J. Payee, theJ1, in any such event, at the option of the holde1· hereof, at any time thereafter, without notice, the unpaid principal of this Note and all acemed iute.l'estsball at once become due and payable and, atPayee's option, sbal I beat interest at the rate aforesaid from the date of sucl1 default or event Failure to exercise any Qf said options sh.all uot co11stitute a waiver on tl1e pllrt. oftbe holder hereof ofthe Jight to exercise tbe same at any other tiiue. It is further agreed tl1at if Payee seeks to enforce collection 011 this NoteoJ' to realiz.e 011-auy col lateral securing Ibis Note, including Payee's hiring an attorney, for the purposes ofbdngingsuit upon or establishing this debt in any 1i1a11J1er in any court, or fol' judicial or non-judicial foreclosure, then in auy of said events, Maker, any endorsers and guarantot·s hereof, promise to pay Payee's or other holdet''s reaso11able attorney's fees and costs of collection, including, but not limited to, pre-foreclosure expenses, environmental report fees, unpaid ad valorem lax.es, insurance premiums and appraisal fees, al.l ofwhicb sum.s shall become a part of the principal l1ereof. It is tho intention of the parties hereto to comply with applicable usury laws; accordingly, notwithstanding any provision to the contrary in thls Note, or in any of tbe documents secu1'ing the payment hereof or otherwise Jelaling hereto, in no event shall this Note or such documents require the payment or permit the collection of interest iu excess of the maximum amount pe11nitted l>y such laws. Jf any such excess of interest is contracted fol', charged or received under this Note or uuder the terms of the documents securing the payme11t hel'eof, or othenvtse relating hereto, or in the event the matut'ity of the indebtedness evidenced by this Note is accelerated in whole or in part, or in the event that all or any part of the principal ot i.ntere$t of U1i~ Note shall be prepaid, so tbat under any such c.ircumstances the amount of interest contracted fol', charged ot received under this Note or under any of the instruments securing the payment hereof or otherwise relating hereto, on the amm1nt of principal actua lly ontstanding from time to time under this.Note shall exceed tbe maxinmm amount of interest permitted by applicable usm·y laws, then in any such event, (a) the provisions of th.is paragraph shall go:vern and control, (b) any such excess which may have been collected shall, at final maturity of said indebtedness, either be applied as a credit against the then 1mpaid principal amount hereof or refunded to Maker, at _payee's option, and (c) upon sucl1 final maturity, the effective rate ofintetest shall automatically be reduced to the maxi.\num lawfol contract rate allowed under the a_ppticable usury laws. Witbout limiting tJ1eforegoiug, all calculations as to tbe rate of interest conlt'acted for, charged or received under this Note or under such other documents wWcb are made for the purposes of detennining wnether such rare exceeds the maxinnun lawful contract rate shall be made, to the extent permitted by applicable usury laws, by amortiziug, prorating, allocating and spreading, in equal parts, during the period of the full stated term of the loan evidenced hereby, all interest at any Lime COl1tracledfo1•, charged or received from Maker or otherwise by Payee in com1ectio11 with such indebtedness. NOTWlTHST ANDING any tenn or provision of this Note to the contrary, Maker confirms to Payee that neithel' Maket· nor its legal counsel, ifmly, is aware that this Note, ol' the transaction in conuectiou with which the Note was issued, fa or may beusu.rious in any respect. To induce Payee to make the loan evideu.ced by this Note, Maker agrees with and covenants to Payee that !fat any time Maker believes or discovers that any te11n or provision of this Note or any action taken by Payee in COllllection with this Note is or may 6e in violalion .of lhe usm-y laws or any other applicable law, Make1· will ium1edlately give notice to Payee specifying with p1mtcul·arity the nature and extent of any such potential violation of the nsury laws or any JNG22WvffiRPACJFIC\VALUEEXCHANGE\g22308Note.wpd 4 INITIAl. FOl\ lDl!Nl'lflCA'r(ON NOTB othel' appl icablc law, a11d afford to Payee a reasonable period (ofnot less than 60 days) within which to cure same. Maker agrees wlth and covenants to Payee that in uo iustauce will Maker make any claim, bi'ing any suit, _prosecute OI' otherwise asset't any cause of action, cla.im, co'\Jnterclairn, or defe11sc in respect of any violation of the usury laws or any other applicable law, u11less1 as a condition precedent theJ'eto, Maker has given to Payee such uolice and afforded to Payee such opportunity to cure as provided in this paragraph, This Note and the Maximum Rate ofnonusurious interest applicable to the loan evidenced hereby shall be governed by the laws of ,the Uni red States of America and the State of Texas in effect on the date of the loan evidenced hereby, and, lo the extent allowed by law, as now or as n1ay hereafter be in effecl. Unless changed in accordance with law, the applicable method of calculatiug the osury ceiliug rnte under Texas law shall be the weekly ceiliilgt'ate from time to time in effect, as prnvided for in Texas Fi11ance Code Sections 303.002, 303.003 and 303.009; provided however, !bat the ceiling rate provided for iu Texas Finance Code subsection 303.009(d) (which regulates certain open-end account credilagreemeuts) shaH not apply to the loan evidenced hereby. As further security for this Note, Maker grants to J>ayee a fast lien and contractual right of set~off in. and to all money and property of Maker now or at any time hereafter comfag within the custody or control of the Payee, including (without liruitatiou) al1 certificates of deposit and other accounts, whether .such certificates of dcposil and/or accounts have n1atw·ed or not, and whether the exetcise of s\1ch right of set-off results in loss ofinterest or otl1er penalty under the tcllllS of the certificate of deposit or account agreement. lt is farther agreed tllat the Payee shali have a first lieu on all deposits 110.d other sums al any time credited by or due from the Payee to Maker or a11y guarantor, as security for the payment of this Note, and Payee, at its option and whether before, upon or after acceleration ofthen.1a.la1'ity of this Note (howevef said maturity may be brought about) maywitboutnoticea11d without any liability, hold all or any part of auy sucb deposits or other Sllll1S until all amounts owing 011 this Note have been paid in full, and/or Payee may apply or set-off all or any part of any such deposits or other sums credited by or due from Payee to or against any sums due on this Note in any mallller and in any ordeJ 0fpreference which the PayeeJ in its sole discl'etion, choosei;, This includes all accounts Maker holds jointly with someone else and all accounts Maker may open in the n1ture. Tlte Maker, endorse1·s and guarantors hereof and all other· pe1·sons who are or may become liable for all or imy part of the obligations repr6$ented by this Note shall be considered ns pdllcipals as to the making of tli.is Note and shall have joint and several liability and the Maker, endorsers and guarantors hereof severally waive presentment for payment, protest, notice of protest, and of nonpayment, notices ofintention to accelerate the maturiLy and notice of acceleration, as to this Note and as lo each, every and all i11slalh11enls hereof, and consent to the 1'euewal or extension of the time of payment hereof and to the release of allot any part of the security described herein or auy person Jjable hereon upon the ,te1-n,s deemed by the holder hereof, in the holder's sole discretion, to be adequate. Any renewal or extension or release of any of such security or person may be made without notice to any of said parties and without affecting their liability. To the maximu1n extent permitted by applicable law, Maker hereby waives all l'ig11ts, l'etnedies, claims and defcuses based upou or related to Sections 51.003 and 51.-004 of the Texas Prnperty Code, to the extent the same pert.ail)s or may pertain to any enfol'cement of tl1is Note. Maker understands and agrees tha\ (i) Payee's document retention policy may involve the imaging of ex.ecuted loan documents aud other miscellaneous documents, papers, repo11s aud other correspondence, and the destruction ofthe paper originals, and (ii) the Maker hereby waives any right that Maker may have JNG22\AMERPACIVIC\VALUE8XCHANOE\g22308N6!e.wpd 5 lNITl/\1..fOI); IDBNl'IPICATlON NOTll to cJai111 that tlte imaged copies of the loan documents including this Note and other nti~cellatwous documents, papers and other correspo11dence related thereto are not originals. The payme11t of this Note is secured by a Security Agreement, covering ALL BUSll'fESS ASSETS OF V .ALUE EXCHANGE INTERNATlONAL, JNC. JNG22\AMERPACIF1CIV i\LUEE,'CCHANGE\g22308Note. \VJ)d 6 RNATIONAL, INC.