Exhibit 10.1
Promissory Note
|
Date
|
Loan
Amount
|
Interest
Rate
|
|
July
21,
2020
|
$807,415.00
|
1.00% fixed per
annum
|
This
Promissory Note (“Note”) sets forth and confirms the
terms and conditions of a term loan to Solitron Devices Inc
(whether one or
more than one, “Borrower”) from Bank of America, N.A.,
a national banking association having an address of P.O. Box 15220,
Wilmington, DE 19886-5220 (together with its agents, affiliates,
successors and assigns, the “Bank”) for the Loan Amount
and at the Interest Rate stated above (the “Loan”). The
Loan is made pursuant to the Paycheck Protection Program under the
Coronavirus Aid, Relief, and Economic Security Act (as amended by
the Paycheck Protection Program Flexibility Act of 2020 and as
otherwise amended from time to time, the “CARES Act”).
The funding of the Loan is conditioned upon approval of
Borrower’s application for the Loan and Bank’s
receiving confirmation from the SBA that Bank may proceed with the
Loan. The date on which the funding of the Loan takes place is
referred to as the “Funding Date”. The “Deferment
Period” commences on the Funding Date and ends on the earlier
of (i) the date on which the amount of forgiveness as determined
under section 1106 of the CARES Act is remitted to the Bank (the
“Forgiveness Remittance Date”), (ii) the date on which
Bank provides notice to Borrower that Bank has determined Borrower
is not entitled to forgiveness and (iii) the Forgiveness Period
Outside Date (as defined below) if Borrower fails to apply for
forgiveness on or before such date. Promptly after the end of the
‘covered period’ as determined in accordance with
Section 1106 of the CARES Act, and no later than ten months after
the last day of the Forgiveness Covered Period (the
“Forgiveness Period Outside Date”), Borrower shall
apply to Bank for loan forgiveness. If the SBA confirms full and
complete forgiveness of the unpaid balance of the Loan, and
reimburses Bank for the total outstanding balance, principal and
interest, Borrower’s obligations under the Loan will be
deemed fully satisfied and paid in full. If the SBA does not
confirm forgiveness of the Loan, or only partly confirms
forgiveness of the Loan, or Borrower fails to apply for loan
forgiveness by the Forgiveness Period Outside Date, Borrower will
be obligated to repay to the Bank the total outstanding balance
remaining due under the Loan, including principal and interest (the
“Loan Balance”), and in such case, Bank will establish
the terms for repayment of the Loan Balance in a separate letter to
be provided to Borrower, which letter will set forth the Loan
Balance, the amount of each monthly payment, the interest rate (not
in excess of a fixed rate of one per cent (1.00%) per annum), the
term of the Loan, and the applicable maturity date. The applicable
maturity date will be the maturity date as established by the SBA.
If the SBA establishes a range of allowable maturity dates, the
lowest term in the range will apply (unless extended by the Bank in
its discretion); and if the SBA does not establish a maturity date
or range of allowable maturity dates, the maturity date will be
five (5) years. No principal or interest payments will be due prior
to the end of the Deferment Period, though interest will accrue
during the Deferment Period. Borrower promises, covenants and
agrees with Bank to repay the Loan in accordance with the terms for
repayment, including the maturity date as determined in accordance
with the procedures described above, as set forth in that letter
(the “Repayment Letter”). Payments greater than the
monthly payment or additional payments may be made at any time
without a prepayment penalty but shall not relieve Borrower of its
obligations to pay the next succeeding monthly
payment.
In
consideration of the Loan received by Borrower from Bank, Borrower
agrees as follows:
1.
DEPOSIT ACCOUNT/USE
OF LOAN PROCEEDS: Borrower is required to maintain a deposit
account with Bank of America, N.A. (the
“Deposit
Account”) until the Loan is either forgiven in full or the
Loan is fully paid by Borrower. Borrower acknowledges and agrees
that the proceeds of the Loan shall be deposited by Bank into the
Deposit Account. The Loan proceeds are to not be used by Borrower
for any illegal purpose and Borrower represents to the Bank that it
will derive material benefit, directly and indirectly, from the
making of the Loan.
2.
DIRECT DEBIT. If
all or any portion of the Loan is not forgiven and a Loan Balance
remains after the last day of the Deferment Period (or, if Borrower
does not apply for forgiveness, on the Forgiveness Period Outside
Date), Borrower agrees that on the due date of any amount due as
set forth in the Repayment Letter, Bank will debit the amount due
from the Deposit Account established by Borrower in connection with
this Loan. Should there be insufficient funds in the Deposit
Account to pay all such sums when due, the full amount of such
deficiency be shall be immediately due and payable by
Borrower.
3.
INTEREST RATE: Bank
shall charge interest on the unpaid principal balance of the Loan
at the interest rate set forth above under “Interest
Rate” from the Funding Date until the date that the Loan is
paid in full. For the avoidance of doubt, any interest that accrued
prior to the Forgiveness Remittance Date but is not repaid by the
SBA in connection with remittance of the forgiven amount of the
Loan on the Forgiveness Remittance Date shall be payable by you in
accordance with the Repayment Letter.
4.
REPRESENTATIONS,
WARRANTIES AND COVENANTS. (1) Borrower represents and warrants to
Bank, and covenants and agrees with Bank, that: (i) Borrower has
read the statements included in the Application, including the
Statements Required by Law and Executive Orders, and Borrower
understands them. (ii) Borrower was and remains eligible to receive
a loan under the rules and guidance issued by the SBA implementing
the Paycheck Protection Program under Division A, Title I of the
CARES Act (the “Paycheck Protection Program Rule”) in
effect at the time Borrower submitted to Bank its Paycheck
Protection Program Application Form (the
“Application”). (iii) Borrower (a) is an independent
contractor, eligible self-employed individual, or sole proprietor
or (b) employs no more than the greater of 500 employees or, if
applicable, the size standard in number of employees established by
the SBA in 13 C.F.R. 121.201 for Borrower’s industry. (iv)
Borrower will comply whenever applicable, with the civil rights and
other limitations in the Application. (v) All proceeds of the Loan
will be used only for business-related purposes as specified in the
Application and consistent with the Paycheck Protection Program
Rule. (vi) To the extent feasible, Borrower will purchase only
American-made equipment and products. (vii) Borrower is not engaged
in any activity that is illegal under federal, state or local law.
(viii) Borrower certifies that any loan received by Borrower under
Section 7(b)(2) of the Small Business Act between January 31, 2020
and April 3, 2020 that will remain outstanding after funding of
this Loan was for a purpose other than paying payroll costs and
other allowable uses of loan proceeds under the Paycheck Protection
Program Rule. (ix) Borrower was in operation on February 15, 2020
and had employees for whom Borrower paid salaries and payroll taxes
or paid independent contractors (as reported on Form(s) 1099-MISC).
(x) The current economic uncertainty makes the request for the Loan
necessary to support the ongoing operations of Borrower (as such
representation is further explained in SBA guidance with respect to
the Paycheck Protection Program). (xi) All proceeds of the Loan
will be used to retain workers and maintain payroll or make
mortgage interest payments, lease payments, and utility payments,
as specified under the Paycheck Protection Program Rule and
Borrower acknowledges that if the funds are knowingly
used for unauthorized purposes, the federal government may hold
Borrower and/or Borrower’s authorized representative legally
liable, such as for charges of fraud. (xii) Borrower has provided
Bank true, correct and complete information demonstrating that
Borrower had employees for whom Borrower paid salaries and payroll
taxes on or around February 15, 2020. (xiii) Borrower has provided
to Bank all documentation available to Borrower on a reasonable
basis verifying the dollar amounts of average monthly payroll costs
for the calendar year 2019, which documentation shall include, as
applicable, copies of payroll processor records, payroll tax
filings and/or Form 1099-MISC. (xiv) Borrower will promptly provide
to Bank (a) any additional documentation that Bank requests in
order to verify payroll costs and (b) documentation verifying the
number of full-time equivalent employees on payroll as well as the
dollar amounts of payroll costs, covered mortgage interest
payments, covered rent payments, and covered utilities for the
applicable “covered period” (as determined in
accordance with Section 1106 of the CARES Act) following the Loan,
including all such documentation required under the forgiveness
application promulgated by the SBA. (xv) Borrower acknowledges that
(a) loan forgiveness will be provided by the SBA for the sum of
documented payroll costs, covered mortgage interest payments,
covered rent payments, and covered utilities, and at least 60% of
the covered loan amount must be used for payroll costs. (xvi)
During the period beginning on February 15, 2020 and ending on
December 31, 2020, Borrower has not and will not receive any other
loan under the Paycheck Protection Program, except for any increase
that was expressly permitted under the Paycheck Protection Program
Rule. (xvii) Borrower certifies that the information provided in
the Application and the information that Borrower provided in all
supporting documents and forms is true and accurate in all material
respects. Borrower acknowledges that knowingly making a false
statement to obtain a guaranteed loan from SBA is punishable under
the law, including under 18 USC 1001 and 3571 by imprisonment of
not more than five years and/or a fine of up to $250,000; under 15
USC 645 by imprisonment of not more than two years and/or a fine of
not more than $5,000; and, if submitted to a Federally insured
institution, under 18 USC 1014 by imprisonment of not more than
thirty years and/or a fine of not more than $1,000,000. (xviii)
Borrower understands, acknowledges and agrees that Bank can share
any tax information received from Borrower or any Owner with SBA's
authorized representatives, including authorized representatives of
the SBA Office of Inspector General, for the purpose of compliance
with SBA Loan Program Requirements and all SBA reviews. (xix)
Neither Borrower nor any Owner, is presently suspended, debarred,
proposed for debarment, declared ineligible, voluntarily excluded
from participation in this transaction by any Federal department or
agency, or presently involved in any bankruptcy. (xx) Neither
Borrower, nor any Owner, nor any business owned or controlled by
any of them, ever obtained a direct or guaranteed loan from SBA or
any other Federal agency that is currently delinquent or has
defaulted in the last 7 years and caused a loss to the
government.
(xxi)
Neither Borrower, nor any Owner, is an owner of any other business
or has common management with any other business, except as
disclosed to the Bank in connection with the Borrower’s
Application. (xxii) Borrower did not receive an SBA Economic Injury
Disaster Loan between January 31, 2020 and April 3, 2020, except as
disclosed to the Bank in connection with the Borrower’s
Application. (xxiii) Neither Borrower (if an individual), nor any
individual owning 20% or more of the equity of Borrower (each, an
“Owner”), is subject to an indictment, criminal
information, arraignment, or other means by which formal criminal
charges are brought in any jurisdiction, or presently incarcerated,
on probation or parole. (xxiv) Neither Borrower (if an individual),
nor any Owner, has been incarcerated, on probation, on parole;
presently subject to an indictment, criminal information,
arraignment, or other means by which formal criminal charges are
brought in any jurisdiction; or has been convicted of a felony
involving fraud, bribery, embezzlement, or a false statement in a
loan application or an application for federal financial assistance
within the last five years or any other felony within the last
year. (xxv) The United States is the principal place of residence
for all employees of Borrower included in Borrower’s payroll
calculation included in the Application. (xxvi) The Borrower
correctly indicated on its Application whether it is a franchise
that is listed in the SBA’s franchise directory. (xxvii) If
Borrower is claiming an exemption from all SBA affiliation rules
applicable to Paycheck Protection Program loan eligibility under
the religious exemption to the affiliation rules, Borrower has made
a reasonable, good faith determination that it qualifies for such
religious exemption under 13 C.F.R. 121.103(b)(10), which provides
that “[t]he relationship of a faith-based organization to
another organization is not considered an affiliation with the
other organization…if the relationship is based on a
religious teaching or belief or otherwise constitutes a part of the
exercise of religion.” (2) At all times during the term the
of the Loan, Borrower represents and warrants to the Bank, that (i)
if Borrower is anything other than a natural person, it is duly
formed and existing under the laws of the state or other
jurisdiction where organized; (ii) this Note, and any instrument or
agreement required under this Note, are within Borrower's powers,
have been duly authorized, and do not conflict with any of its
organizational papers; (iii) the information included in the
Beneficial Ownership Certification most recently provided to the
Bank, if applicable, is true and correct in all respects; and (iv)
in each state in which Borrower does business, it is properly
licensed, in good standing, and, where required, in compliance with
fictitious name (e.g. trade name or d/b/a) statutes. IF THE FUNDING DATE IS AFTER THE DATE OF
THIS NOTE, BORROWER AGREES THAT
BORROWER SHALL BE DEEMED TO
HAVE REPEATED AND REISSUED, IMMEDIATELY PRIOR TO THE
FUNDING ON THE FUNDING DATE, THE
REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS SET
FORTH ABOVE IN THIS PARAGRAPH.
5.
EVENTS OF DEFAULT:
If all or any portion of the Loan is not forgiven and a Loan
Balance remains after the first to occur of the Forgiveness
Remittance Date and the Forgiveness Period Outside Date, then from
the date the Repayment Letter is sent to Borrower until the Loan
Balance is fully paid, the occurrence and continuation of any of
the following events shall constitute a default hereunder: (i)
insolvency, bankruptcy, dissolution, issuance of an attachment or
garnishment against Borrower; (ii) failure to make any payment when
due under the Loan or any or all other loans made by Bank to
Borrower, and such failure continues for ten (10) days after it
first became due; (iii) failure to provide current financial
information promptly upon request by Bank; (iv) the making of any
false or materially misleading statement on any application or any
financial statement for the Loan or for any or all other loans made
by Bank to Borrower; (v) Bank in good faith believes the prospect
of payment under the Loan or any or all other loans made by Bank to
Borrower is impaired; (vi) Borrower under or in connection with the
Loan or any or all other loans made by Bank to Borrower fails to
timely and properly observe, keep or perform any term, covenant,
agreement, or condition herein or therein; (vii) default shall be
made with respect to any other indebtedness for borrowed money of
Borrower, if the default is a failure to pay at maturity or if the
effect of such default is to accelerate the maturity of such
indebtedness for borrowed money or to permit the holder or obligee
thereof or other party thereto to cause any such indebtedness for
borrowed money to become due prior to its stated
maturity;
(viii)
the Bank in its sole discretion determines in good faith that an
event has occurred that materially and adversely affects Borrower;
(ix) any change shall occur in the ownership of the Borrower; (x)
permanent cessation of Borrower’s business operations; (xi)
Borrower, if an individual, dies, or becomes disabled, and such
disability prevents the Borrower from continuing to operate its
business; (xii) Bank receives notification or is otherwise made
aware that Borrower, or any affiliate of Borrower, is listed as or
appears on any lists of known or suspected terrorists or terrorist
organizations provided to Bank by the U.S. government under the USA
Patriot Act of 2001; and (xiii) Borrower fails to maintain the
Deposit Account with the Bank. In addition, a default shall occur
immediately hereunder if the SBA demands repayment in full by
Borrower of the Loan prior to the maturity date hereof for any
reason, including, without limitation, as a result of an SBA
determination that Borrower was ineligible for this Loan for any
reason, including as a result of an improper necessity
certification, eligibility certification or other certification in
the Application for the Loan.
6.
REMEDIES: Upon the
occurrence of a default described in Section 5 above, all or any
portion of the entire amount owing on the Loan, and any and all
other loans made by Bank to Borrower, shall, at Bank’s
option, become immediately due and payable without demand or
notice. Upon a default, Bank may exercise any other right or remedy
available to it at law or in equity. All persons included in the
term “Borrower” are jointly and severally liable for
repayment, regardless of to whom any advance of credit was made.
Borrower shall pay any costs Bank may incur including without
limitation reasonable attorney’s fees and court costs should
the Loan and/or any and all other loans made by Bank to Borrower be
referred to an attorney for collection to the extent permitted
under applicable state law. EACH PERSON INCLUDED IN THE TERM
BORROWER WAIVES ALL SURETYSHIP AND OTHER SIMILAR DEFENSES TO THE
FULL EXTENT PERMITTED BY APPLICABLE LAW.
7.
CREDIT
INVESTIGATION: If the Loan is not forgiven and a Loan Balance
remains, then from the date the Repayment Letter is sent to
Borrower until the Loan Balance is fully paid, Borrower authorizes
Bank and any of its affiliates at any time to make whatever credit
investigation Bank deems is proper to evaluate Borrower’s
credit, financial standing and employment and Borrower authorizes
Bank to exchange Borrower’s credit experience with credit
bureaus and other creditors Bank reasonably believes are doing
business with Borrower. Borrower also agrees to furnish Bank with
any financial statements Bank may request at any time and in such
detail as Bank may require.
8.
NOTICES:
Borrower’s request for Loan forgiveness, and the
documentation that must accompany that request, shall be submitted
to Bank by transmitting the communication to the electronic
address, website, or other electronic transmission portal provided
by Bank to Borrower. Otherwise, all notices required under this
Note shall be personally delivered or sent by first class mail,
postage prepaid, or by overnight courier, to the addresses on the
signature page of this Note, or sent by facsimile to the fax
number(s) listed on the signature page, or to such other addresses
as the Bank and the Borrower may specify from time to time in
writing (any such notice a “Written Notice”). Written
Notices shall be effective
(i) if mailed, upon the earlier of receipt or five
(5) days after deposit in the U.S. mail, first class, postage
prepaid, (ii) if telecopied, when transmitted, or (iii) if
hand-delivered, by courier or otherwise (including telegram,
lettergram or mailgram), when delivered. In lieu of a Written
Notice, notices and/or communications from the Bank to the Borrower
may, to the extent permitted by law, be delivered electronically
(i) by transmitting the communication to the electronic address
provided by the Borrower or to such other electronic address as the
Borrower may specify from time to time in writing, or (ii) by
posting the communication on a website and sending the Borrower a
notice to the Borrower’s postal address or electronic address
telling the Borrower that the communication has been posted, its
location, and providing instructions on how to view it (any such
notice, an “Electronic
Notice”). Electronic
Notices shall be effective when presented to the Borrower, or is
sent to the Borrower’s electronic address or is posted to the
Bank’s website. To retain a copy for your records, please
download and print or save a copy to your device.
9.
CHOICE OF LAW;
JURISDICTION; VENUE. (1) At all times that Bank is the holder of
this Note, except to the extent that any law of the United States
may apply, this Note shall be governed and interpreted according to
the internal laws of the state of Borrower’s principal place
of business (the “Governing Law State”), without regard
to any choice of law, rules or principles to the contrary. However,
the charging and calculating of interest on the obligations under
this Note shall be governed by, construed and enforced in
accordance with the laws of the state of North Carolina and
applicable federal law. Nothing in this paragraph shall be
construed to limit or otherwise affect any rights or remedies of
Bank under federal law. Borrower and Bank agree and consent to be
subject to the personal jurisdiction of any state or federal court
located in the Governing Law State so that trial shall only be
conducted by a court in that state. (2) Notwithstanding the
foregoing, when SBA is the holder, this Note will be interpreted
and enforced under federal law, including SBA regulations. Lender
or SBA may use state or local procedures for filing papers,
recording documents, giving notice, foreclosing liens, and other
purposes. By using such procedures, SBA does not waive any federal
immunity from state or local control, penalty, tax, or liability.
As to this Note, Borrower may not claim or assert against SBA any
local or state law to deny any obligation, defeat any claim of SBA,
or preempt federal law.
10.
MISCELLANEOUS. The
Loan may be sold or assigned by Bank without notice to Borrower.
Borrower may not assign the Loan or its rights hereunder to anyone
without Bank’s prior written consent. If any provision of
this Note is contrary to applicable law or is found unenforceable,
such provision shall be severed from this Note without invalidating
the other provisions thereof. Bank may delay enforcing any of its
rights under this Note without losing them, and no failure or delay
on the part of Bank in exercising any right, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power or privilege hereunder
preclude any other or future exercise thereof or the exercise of
any other right, power or privilege. Bank, by its acceptance
hereof, and the making of the Loan and Borrower understand and
agree that this Note constitutes the complete understanding between
them. This Note shall be binding upon Borrower, and its successors
and assigns, and inure to the benefit of Bank and its successors
and assigns. This Note automatically may be amended from time to
time to comply with any express requirements under any amendment of
the CARES Act or any rules or guidance promulgated with respect
thereto to the extent applicable to this Note, in each case without
the requirement of any consent of or notice to
Borrower.
11.
BORROWING
AUTHORIZED. The signer for Borrower represents, covenants and
warrants to Bank that he or she is certified to borrow for the
Borrower and is signing this Note as the duly authorized sole
proprietor, owner, sole shareholder, officer, member, managing
member, partner, trustee, principal, agent or representative of
Borrower, and further acknowledges and confirms to Bank that by
said signature he or she has read and understands all of the terms
and provisions contained in this Note and agrees and consents to be
bound by them. This Note and any instrument or agreement required
herein, are within the Borrower's powers, have been duly
authorized, and do not conflict with any of its organizational
papers. The individuals signing this Agreement on behalf of each
Borrower are authorized to sign such documents on behalf of such
entities. For purposes of this Note only, the Bank may rely upon
and accept the authority of only one signer on behalf of the
Borrower, and for this Note, this resolution supersedes and
replaces any prior and existing contrary resolution provided by
Borrower to Bank.
12.
ELECTRONIC
COMMUNICATIONS AND SIGNATURES. This Note and any document,
amendment, approval, consent, information, notice, certificate,
request, statement, disclosure or authorization related to this
Note (each a “Communication”),
including Communications required to be in writing, may, if agreed
by the Bank, be in the form of an Electronic Record and may be
executed using Electronic Signatures, including, without
limitation, facsimile and/or .pdf. The Borrower agrees that any
Electronic Signature (including, without limitation, facsimile or
.pdf) on or associated with any Communication shall be valid and
binding on the Borrower to the same extent as a manual, original
signature, and that any Communication entered into by Electronic
Signature, will constitute the legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with
the terms thereof to the same extent as if a manually executed
original signature was delivered to the Bank. Any Communication may
be executed in as many counterparts as necessary or convenient,
including both paper and electronic counterparts, but
all
such
counterparts are one and the same Communication. For the avoidance
of doubt, the authorization under this paragraph may include,
without limitation, use or acceptance by the Bank of a manually
signed paper Communication which has been converted into electronic
form (such as scanned into PDF format), or an electronically signed
Communication converted into another format, for transmission,
delivery and/or retention. The Bank may, at its option, create one
or more copies of any Communication in the form of an imaged
Electronic Record (“Electronic Copy”), which
shall be deemed created in the ordinary course of the Bank’s
business, and destroy the original paper document. All
Communications in the form of an Electronic Record, including an
Electronic Copy, shall be considered an original for all purposes,
and shall have the same legal effect, validity and enforceability
as a paper record. Notwithstanding anything contained herein to the
contrary, the Bank is under no obligation to accept an Electronic
Signature in any form or in any format unless expressly agreed to
by the Bank pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (a) to the extent the Bank
has agreed to accept such Electronic Signature, the Bank shall be
entitled to rely on any such Electronic Signature without further
verification and (b) upon the request of the Bank any Electronic
Signature shall be promptly followed by a manually executed,
original counterpart. For purposes hereof, “Electronic Record” and
“Electronic
Signature” shall have the meanings assigned to them,
respectively, by 15 USC §7006, as it may be amended from time
to time.
13.
CONVERSION TO PAPER
ORIGINAL. At the Bank’s discretion the authoritative
electronic copy of this Note ("Authoritative Copy") may be
converted to paper and marked as the original by the Bank (the
"Paper Original"). Unless and until the Bank creates a Paper
Original, the Authoritative Copy of this Agreement: (1) shall at
all times reside in a document management system designated by the
Bank for the storage of authoritative copies of electronic records,
and (2) is held in the ordinary course of business. In the event
the Authoritative Copy is converted to a Paper Original, the
parties hereto acknowledge and agree that: (1) the electronic
signing of this Agreement also constitutes issuance and delivery of
the Paper Original, (2) the electronic signature(s) associated with
this Agreement, when affixed to the Paper Original, constitutes
legally valid and binding signatures on the Paper Original, and (3)
the Borrower’s obligations will be evidenced by the Paper
Original after such conversion.
14.
BORROWER
ATTESTATION. Borrower attests and certifies to Bank that it has not
provided false or misleading information or statements to the SBA
or the Bank in its application for the Loan, and that the
certifications, representations, warranties, and covenants made to
the Bank in this Note and elsewhere relating to the Loan are true,
accurate, and correct. Borrower further attests and certifies to
Bank that it is has read, understands, and acknowledges that the
Loan is being made under the CARES Act, and any use of the proceeds
of the Loan other than as permitted by the CARES Act and related
rules and guidance, or any false or misleading information or
statements provided to the Bank in its application for the Loan or
in this Note may subject the Borrower to criminal and civil
liability under applicable state and federal laws and regulations,
including but not limited to, the False Claims Act, 31 U.S.C.
Section 3729, et. seq. Borrower further acknowledges and
understands that this Note is not valid and effective until and
unless Borrower’s application for the Loan is approved and
Bank’s receiving confirmation from the SBA that Bank may
proceed with the Loan.
IN WITNESS WHEREOF, I, the authorized
representative of the Borrower, hereto have caused this Promissory
Note to be duly executed as of the date set forth
below.
BORROWER: Solitron
Devices Inc
/s/
Mark Matson
Signature of
Authorized Representative of Borrower
Mark
Matson
Print
Name
Authorized
Representative Title
STREET ADDRESS: 3301 Electronics
Way
CITY/STATE/ZIP CODE: West Palm Beach, FL
33407-4697