HomeMy WebLinkAbout2018-193-E Economic Dev - Seal the Seasons loan agreementDocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
THIS Loan and Security Agreement (the "Agreement ") is dated as of May 23, 2018, and is by and
between Seal the Seasons, Inc., a North Carolina company (the "Borrower ") and Orange County (the
"Fund ")
The Borrower has applied for a loan from the Fund, and the Fund has agreed to make the loan.
This Agreement sets out the terms of the loan, including the terms for payments and the security for the
loan.
NOW, THEREFORE, in consideration of the mutual promises set out in this Agreement, the
parties agree as follows:
PART ONE — AGREEMENT TO MAKE AND REPAY THE LOAN
1. The Fund will loan to the Borrower the sum of [$25,000.00] (the "Loan "). The Fund is making this
loan by giving the Borrower a check for the full amount of the loan, reduced by the Fund's loan fee
of [$50.00].
2. The Borrower will repay the loan. The Borrower's obligation to repay the Loan will be represented
by a promissory note (the "Note ") in substantially the form of Exhibit A, which the Borrower will
execute and deliver to the Fund in exchange for the Loan proceeds. The Note will set out the
terms of repayment, including payment dates and interest rates.
3. The Borrower will use the Loan for the purposes of its business (the "Business ") as described in its
application to the Fund for this Loan.
PART TWO - SECURITY FOR THE LOAN
4. To secure its obligations to the Fund under the Note and this Loan Agreement, Borrower grants to
the Fund a security interest in the "Collateral" as described in Exhibit B. This Agreement is
intended as, and constitutes, a security agreement within the meaning of the North Carolina
Uniform Commercial Code (UCC) Financing Statement, with respect to the Collateral. The
Borrower will execute and deliver to the Fund UCC Financing Statements and such other
documents as the Fund may reasonably deem appropriate to secure the benefits of this
Agreement.
5. To further secure the Borrower's obligations to the Fund under the Note and this Loan Agreement,
Patrick Mateer shall execute a personal guaranty in substantially the form of Exhibit C.
6. Subordination. The Fund subordinates this Agreement to the loans from the Orange County
Small Business Loan Program Company to Borrower in the original principal amount of $50,000
made on November 12, 2015, and the US Small Business Administration Note to Borrower in the
original principal amount of $150,000 made on September 09, 2016, collectively the "Priority
Loans." The Priority Loans shall constitute prior and superior liens and encumbrances on and
against the Collateral. This section does not affect the order of priority of other liens on the
Collateral.
PART THREE - EVENTS OF DEFAULT
7. Events of Default— The happening of any of the following events shall constitute a default under
this Agreement (these are the "Events of Default "):
7.1 The Borrower fails to pay when due any amounts payable under the Note;
Page 1 of 7
DocuSign Envelope ID: F1811 E71D-0596- 43717-AM9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
7.2 The Borrower breaches or fails to perform or observe any term, condition or covenant of this
Agreement or the Note on its part to be observed or performed;
7.3 The Borrower moves its principal place of business outside Orange County;
7.4 The Borrower sells all or substantially all of the assets of the Business;
7.5 Any warranty, representation or statement made by the Borrower in this Agreement or
otherwise to the Fund in connection with this Loan is found to be incorrect or misleading in
any material respect;
7.6 The Fund believes in good faith that the prospect of the Borrower's payment or performance
is impaired;
7.7 The Borrower seeks an order of relief under Federal Bankruptcy laws;
7.8 The Borrower becomes insolvent; or
7.9 A federal or state tax lien is filed against the assets of the Borrower.
8. Remedies on Default — Upon the continuation of any Event of Default, the Fund may, without any
further demand or notice, exercise any one or more of the following remedies:
8.1 Declare the unpaid balance of the Note immediately due and payable;
8.2 Proceed by appropriate court action to enforce the Borrower's performance of the applicable
covenants of this Agreement or to recover for the breach thereof;
8.3 Pursue collection under the guaranties;
8.4 Pursue enforcement of the lien of the UCC Financing Statement; and
8.5 Avail itself of all other rights and remedies available at law and in equity.
9. Further Remedies —In addition to the remedies described in paragraph 7, during the continuation
of an Event of Default the Fund may avail itself of all the rights and remedies of a secured party
under the UCC, and at its option may:
9.1 Enter upon Borrower's premises to take possession of the Collateral or to render it unusable,
or require Borrower to assemble the Collateral at any place designated by Fund reasonably
convenient to the parties;
9.2 Give notice to the Borrower before taking any action pursuant to the UCC Financing
Statement by mailing such notice to the Borrower's address as shown in this Agreement, at
least ten (10) days before the proposed action.
9.3 Use the proceeds of the disposition of any Collateral to pay and discharge the Borrower's
obligations as set forth in this Agreement and in the Note; and
9.4 Without other notice (except as set forth below or in the other documents executed and
delivered pursuant to or in connection with the making of the loan contemplated by this
Agreement) or demand whatsoever to the Borrower, all of which are hereby waived (to the
extent permitted by law), and without advertisement, sell at public or private sale or otherwise
Page 2 of 7
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
realize upon, the whole, or from time to time, any part of the collateral, or any interest which
the Borrower may have therein.
9.5 If any automobile is part of the Collateral, the Borrower agrees that a sale by the Fund of such
vehicle at a price based upon a recognized automobile quotation, publication or a sale at a
recognized automobile wholesale auction shall be deemed "commercially reasonable."
10. Financial records after a default — At any time the Borrower is in default or a payment due under
the Agreement is not made, the Borrower hereby authorizes the Fund to make or cause to be
made, at the Borrower's expense and in such manner and at such times as the Fund require, (a)
inspections and audits of any books, records, and papers in custody or control of the Borrower or
others, relating to the Borrower's financial or business conditions, including the making of copies
thereof and extracts thereof, and (b) inspections and appraisals of any Borrower assets. Should
the Borrower fail to make any payment due under the Agreement, the Borrower will furnish to the
Fund for each one month period from the date of disbursement of the loan proceeds covered by
this Agreement, and for a six month period thereafter, and semiannually thereafter (no later than 30
days following the expiration of any such period), and at such other times and in such form as the
Fund may prescribe, the financial and operating statement of the business.
11. Costs and expenses related to remedial action - The Borrower agrees that all costs and expenses
(including reasonable attorneys' fees and expenses for legal services of every kind) of, or incidental
to, the custody, care, management, sale or collection of, or realization upon, any of the Collateral,
or in any way relating to the enforcement or protection of the Fund's rights under this Agreement,
shall be entitled to the benefits of this Agreement. The Fund may at any time apply to the payment
of all such costs and expenses all monies of the Borrower or other proceeds arising from the
possession or disposition of all or any portion of the Collateral.
12. Other provisions regarding remedies — The Fund may delay or refrain from exercising any past,
present, or future right or remedy hereunder without waiving any such right or remedy. The Fund
shall have no obligation to proceed against real or personal property in preference to the other.
PART FOUR — PROMISES BY THE BORROWER
13. The Borrower agrees that it will do the following:
13.1 Operate the Business in full compliance with applicable federal, state, and local laws,
including, without limitation, federal laws relating to equal employment opportunity and
occupational health and safety, the North Carolina State Building Code, and local building and
land use regulations.
13.2 Promptly perform all obligations of Borrower including the payment, when due, of all amounts
owed to Fund secured by this Agreement;
13.3 Protect and properly care for the Collateral, and allow no Collateral to be misused, wasted, or
allowed to deteriorate except for normal wear and tear;
13.4 Use the Collateral principally within the State of North Carolina and Orange County, and not to
affix the Collateral to real property unless it is classified as a fixture hereinabove the requisite
information is supplied;
13.5 Insure all Collateral against theft, loss or destruction, by policies acceptable to Fund and
payable to both Borrower and the Fund as their interests may appear; that all applicable
licenses and permits be obtained; that the employer ID number be provided and a privilege
Page 3 of 7
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
license be obtained; and that both property and liability insurance on the building(s) and
contents be procured and maintained by the Borrower. The Borrower shall provide and
maintain hazard insurance (fire and extended coverage) in an amount acceptable to the Fund
covering all tangible Collateral. Mortgagee endorsement is to include this loan.
13.6 Pay promptly when due all ad valorem taxes and assessments upon the Collateral;
13.7 Upon the Fund's request, deposit with Fund additional Collateral to Fund's satisfaction;
13.8 That Collateral will not be changed, transferred, or otherwise disposed of or be subjected to
any unpaid charge, unless the Fund consents in advance in writing to such change, transfer,
or charge.
13.9 Upon the Fund's request, provide a list of buyer, commission merchants and selling agents to
or through whom the Borrower intends to sell the products granted as Collateral;
13.10 Keep proper books of account in a manner satisfactory to the Fund;
13.11 Submit an annual financial statement reviewed or compiled by an independent public
accountant within sixty (60) days of the close of the Borrower's fiscal year for the Business;
13.12 Submit a copy of its annual tax return to the Fund within one month of filing. The Borrower
hereby authorizes all federal, state and municipal authorities to furnish reports of
examinations, records, and other information relating to the condition and affairs of the
business and any desired information from reports, returns, files, and records of such
authorities upon request therefore by the Fund;
13.13 Keep and maintain books, records, and other documents relating directly to the receipt and
disbursement of loan funds and the fulfillment of this Agreement. Each party agrees that any
duly authorized representative of the Fund shall at all reasonable times, have access to and
the right to inspect, copy, audit and examine all of the books, records and other documents
relating to the loan and fulfillment of this Agreement.
14. The Borrower agrees that it will not do any of the following without the Fund's prior written consent:
14.1 Effect a change of ownership or control of the Business;
14.2 Consolidate or merge with any other Fund, unless the procedures for assignment and /or
assumption are complied with; or
14.3 At any time the Borrower is in default, give any preferential treatment, make any advance,
directly or indirectly controlling or affiliated with or controlled by the Borrower, or any other
Fund, or to any officer, director, or employee of the Borrower, or of any such Fund;
14.4 For two years after the date of this Agreement, undertake additional debt financing without
prior written consent of the Fund, except that this provision shall not prohibit Borrower from (a)
purchase money financing of ordinary and necessary equipment or (b) credit purchases of
inventory. The Fund's consent, when required under this provision, shall not be unreasonably
withheld.
14.5 Permit or suffer to exist any other lien, security interest or encumbrance upon the Collateral,
except for the existing security interest described in Exhibit D and the security interest created
Page 4 of 7
DocuSign Envelope ID: F1811 E71D-0596- 43717-AM9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
pursuant to this Agreement and any other agreements delivered by the Borrower pursuant to
this Agreement.
14.6 Use the Collateral for any illegal purposes.
14.7 Assert a claim or defense held against the Fund against any assignee of this Agreement
15. The Borrower further represents to the Fund and acknowledges that the following things are true:
15.1 No financing statement, other than those financing statement(s) on file with the North Carolina
Secretary of State at the date of execution of this Agreement and described in Exhibit D (if
applicable), covers the Collateral; there is no adverse lien or security interest in the Collateral;
that Borrower has the right to transfer a security interest in the Collateral; and that the
Borrower will defend the title to the Collateral and its proceeds against the claims of others
15.2 The Borrower's correct address appears below its signature to this Agreement
15.3 The Fund may act as attorney for Borrower in adjusting any insurance coverage and in
endorsing any insurance draft and may retain for the satisfaction of the Borrower's obligation
any insurance proceeds and /or unearned premium on such insurance.
15.4 All information supplied and statements made by or in support of the Borrower in its
application for this credit are true and correct.
15.5 Any loss or destruction of the Collateral shall not release the Borrower from the payment and
performance of its obligations under this Agreement.
15.6 The Borrower has only one place of business in North Carolina and that place of business is
in Orange County.
15.7 If more than one Borrower executes this Agreement, their obligations under this Agreement
shall be joint and several.
PART FIVE -THE FUND'S POLICIES AND PROCEDURES
16. The Borrower has been given a copy of the Fund's Policies and Procedures, and has been given
an opportunity to review the policies and procedures and ask questions about them. The Borrower
will not use the loan proceeds for any purpose that the Fund's policies and procedures say is an
improper use of the loan proceeds.
17. If at any time the Borrower has any questions about whether a particular use of the loan proceeds
is permitted, or has any other questions about the policies and procedures or the terms of the loan
documents (or wants to request any changes or any permission to vary the terms), Borrower will
ask the Fund for the desired information. The Borrower recognizes that it is the Borrower's
responsibility to comply with the policies and procedures and the terms of the loan documents, and
it is not the Fund's responsibility to make sure the Borrower either understands the terms or
complies with the terms. The Fund may take action against the Borrower if the Borrower fails to
comply with the policies and procedures and the terms of the loan documents. The Borrower is
entitled to rely on a waiver by the Fund of a requirement of the policies and procedures and the
terms of the loan documents only if that waiver is in writing.
Page 5 of 7
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
PART SIX — OTHER AGREEMENTS BETWEEN THE PARTIES
18. Communication —
18.1 Any communication required or permitted by this Agreement must be in writing.
18.2 Any communication under this Agreement shall be sufficiently given and deemed given when
delivered by hand or on the date shown as the date of delivery on a United States Postal
Service return receipt, if addressed as follows:
17.2.1 If to the Fund, addressed as follows: Orange County Economic Development, 131
W. Margaret Lane, Hillsborough, NC 27278; or,
17.2.2 If to the Borrower, addressed to the address shown below the Borrower's signature
to this Agreement.
18.3 Any addressee may designate additional or different addresses for communications by notice
given under this Section to each of the others.
19. The Borrower shall not sell or assign any interest in this Agreement.
20. The parties intend to limit disclosure of confidential information and trade secrets to the fullest
extent of the law. Any use of confidential information shall be for the benefit of the Borrower.
Notwithstanding anything in the foregoing to the contrary, the Fund may disclose confidential
information pursuant to any governmental, judicial, or administrative order, subpoena, discovery
request, regulatory request or similar method.
21. The parties intend that North Carolina law shall govern this Agreement. If any provision of this
Agreement shall be determined to be unenforceable, that shall not affect any other provision of this
Agreement. If the date for making any payment or the last day for performance of any act or the
exercising of any right shall not be a business day, such payment shall be made or act performed
or right exercised on or before the next preceding business day. The parties agree that time is of
the essence of this Agreement.
22. This Agreement, together with the documents referenced in this Agreement, constitutes the entire
agreement between the Borrower and the Fund with respect to its general subject matter. Only a
writing signed on behalf of each party may amend this Agreement.
23. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. For purposes
hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed
to be an original. Notwithstanding the foregoing, the parties shall deliver original execution copies
of this Agreement to one another as soon as practicable following execution thereof.
IN WITNESS WHEREOF, the parties have duly signed, sealed and delivered this Agreement in
duplicate originals as of the day and year first above written.
SEAL THE SEASONS, INC.
-EDocuSigned by:
P 5 E4 BC457 F76041 E...
Patrick Mateer, Managing Member
ORANGE COUNTY
DocuSigned by:
By' - O�i379946755E477...
Bonnie Hammersley, County Manager
Page 6 of 7
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
LOAN AND SECURITY AGREEMENT
Exhibits:
A — Form of Promissory Notes
B — Description of Collateral
C - Form of Personal Guaranty
Certificate of Corporate Resolution and Authorization to Borrow
Page 7 of 7
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
EXHIBIT A - PROMISSORY NOTE
Amount: Date:
$25,000.00 May 23, 2018
FOR VALUE RECEIVED, Seal the Seasons, a North Carolina company (hereafter the
"Borrower ") promises to pay to the order of Orange County (hereafter the "Fund "), the principal
sum stated above, together with interest on the unpaid principal balance from the date of this
Note at the "Prime Rate," as defined below, plus 2.50% (250 basis points), on the dates and in
the amounts described below.
PAYMENTS; PREPAYMENT
Borrower shall make its first payment on July 1, 2018 in the amount of $771.93.
If not sooner paid, all unpaid principal and all accrued and unpaid interest on this Note
shall be due and payable on June 1, 2021.
The Borrower may prepay the outstanding principal amount at its option at any time, in
whole or in part, without penalty or premium.
Each regular monthly payment and any prepayments shall be applied first to the
payment of interest accrued to the payment date and then to principal.
The Borrower may prepay the outstanding principal amount at its option at any time, in
whole or in part, without penalty or premium.
Each regular monthly payment and any prepayments shall be applied first to the
payment of interest accrued to the payment date and then to principal.
MANNER OF PAYMENT
All payments shall be made payable to "Orange County," and shall either be delivered to
Orange County Economic Development at its offices at 131 West Margaret Lane, Suite 211,
Hillsborough, NC 27278, or sent by mail in care of Orange County Economic Development, 131
West Margaret Lane, Suite 211, Hillsborough, NC 27278. The Fund, however, by written notice
to the Borrower under the Loan Agreement, may designate a different address for payments.
All payments shall be made in lawful money of the United States of America.
CALCULATION OF INTEREST
For the purposes of this Note, the "Prime Rate" means the highest interest rate listed as
the U.S. "Prime Rate" in "Money Rates" section of The Wall Street Journal generally available in
Orange County, North Carolina. Changes in such published rate shall be effective immediately
to change the interest rate payable on this Note. If such rate ceases to be published, then the
Fund in its reasonable discretion shall substitute another similar published interest rate index as
the Prime Rate under this Note.
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
EXHIBIT A - PROMISSORY NOTE
Interest shall be calculated for the actual number of days elapsed. The Fund shall keep
a record of the Prime Rate as in effect from time to time. The Fund's calculations of interest on
this Note shall bind the Borrower in the absence of mathematical error.
NOTE GIVEN UNDER LOAN AND SECURITY AGREEMENT; SECURED BY DEED OF
TRUST
This Note is issued pursuant to, and is governed by a Loan and Security Agreement
dated May 23, 2018, between the Borrower and the Fund (the "Loan Agreement "). Payments
under this Note are further secured by a Uniform Commercial Code (UCC) Financing Statement
of even date herewith made by the Borrower for the Fund's benefit.
DEFAULT
Upon the occurrence of any Event of Default described in the Loan Agreement, the Fund
shall have all rights granted by the Loan Agreement.
EXPENSES OF COLLECTION
In the event of a default under any provision of this Note (and in addition to collecting all
principal, interest and other amounts due on this Note) or the North Carolina UCC financing
statement, securing this Note or any violation of the Loan Agreement, the Company may
employ an attorney to enforce the Company's rights and remedies. The Borrower agrees to pay
to the Company reasonable attorney's fees not exceeding a sum equal to fifteen per cent (15 %)
of the outstanding balance owing on the Note, plus all other reasonable expenses incurred by
the Company in exercising any of the Company's rights and remedies upon default.
COVENANTS
All parties to this Note, including the maker and any sureties, endorsers or guarantors,
hereby waive (to the extent permitted bylaw) protest, presentment, notice of dishonor and notice
of acceleration of maturity and agree to continue to remain bound for the repayment of principal,
interest and all other sums due under this Note, notwithstanding any change or changes by way
of release, surrender, exchange, modification or substitution of any security for this Note or by
way of any extensions of time for the payment of this Note; and all such parties waive (to the
extent permitted by law) all and every kind of notice of such change or changes and agree that
the same may be made without notice or consent of any of them.
GOVERNING LAW
The Borrower and the Fund intend that North Carolina law shall govern all matters
related to this Note.
RIGHTS CUMULATIVE
The rights and remedies of the Fund as provided in this Note and any instrument
securing this Note shall be cumulative and may be pursued singly, successively, or together
against the property described in the UCC Financing Statement or any other funds, property or
security held by the Fund for payment or security, in the sole discretion of the Fund. The failure
to exercise any such right or remedy shall not be a waiver or release of such rights or remedies
or the right to exercise any of them at another time.
0)
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
EXHIBIT A - PROMISSORY NOTE
AMENDMENT AND MODIFICATION
No waiver by the Fund of any of the terms and conditions of this Note shall be effective
unless it is in writing and signed by the Fund. No modification or amendment to this Note may
be made except in writing, signed by the Borrower and the Fund.
COUNTERPARTS
This Note may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. For
purposes hereof, a facsimile copy of this Note, including the signature pages hereto, shall be
deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original
execution copies of this Note to one another as soon as practicable following execution thereof.
IN WITNESS WHEREOF, the Borrower has caused this Note to be signed, sealed and
delivered by its duly authorized officers on the day and year first above written:
BORROWER:
Seal the Seasons, a North Carolina company
By: [Docu5igned by:
a�(k A V'
5 E4 BC457 F76041 E...
Patrick Mateer, Managing Member
DocuSign Envelope ID: F1811 E71D-0596- 43717-AM9 -1 E9E8DD91 D1 B
EXHIBIT B — DESCRIPTION OF COLLATERAL
The "COLLATERAL" is all of the following:
1. All personal property acquired by Seal the Seasons, Inc., with funds
loaned by the FUND pursuant to this AGREEMENT, all personal property
obtained in substitution or replacement therefore, and all personal
property obtained in substitution or replacement for any portion of the
Mortgaged Property and all proceeds of the foregoing (collectively, the
"Purchased Equipment "). This Agreement is a purchase money security
agreement with respect to the Purchased Equipment. The parties expect
that the Purchased Equipment will include the following:
2. All goods including but not limited to furniture and general intangibles
whether now owned or hereafter acquired and wherever located.
Excluding fixtures
3. Equipment, including all Accessions thereto, and all manufactures
warranties, parts and tools therefore.
4. Inventory, including all returned inventory.
5. Accounts, including contract rights and health- care - insurance receivables.
6. Vehicles, including all manufacturers warranties and parts therefore.
7. Franchise Agreements.
8. General intangibles, including Payment Intangibles, copyrights,
trademarks, patents, trade names, tax refunds, company records (paper
and electronic), right under equipment leases, warranties software
licenses.
9. To the Extent not listed above as original collateral, all proceeds (cash and
non -cash) and products of the foregoing.
NOTICE - Pursuant to an Agreement between debtor and secured party, debtor
has agreed not to further encumber the collateral described herein. The further
encumbrance of which may constitute interference with secured party's right by
such encumbrance.
y� os
C�
(initial)
Page 1 of 1
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
EXHIBIT C - FORM OF PERSONAL GUARANTY
IN CONSIDERATION of the Loan made by Orange County (referred to below as the
"Fund ") to Seal the Seasons, Inc. a North Carolina company (hereinafter referred to as
"Borrower "), the undersigned (hereinafter referred to as "Guarantor "), each absolutely and
unconditionally, guarantees to the Fund the punctual payment in full of the principal, interest
and other sums due under that certain promissory note from Borrower to Fund dated May 23,
2018, (hereinafter referred to as "Note ") which obligations, indebtedness and liability set forth
therein are hereinafter referred to as "indebtedness."
The Guarantor expressly waives the following: notice of the incurring of indebtedness
by the Borrower; the acceptance of this Guaranty by the Fund; presentment and demand for
payment, protest, notice of protest and notice of dishonor or nonpayment of any instrument
evidencing indebtedness of the Borrower; any right to require suit against the Borrower or any
other party before enforcing this Guaranty; and any right of subrogation to the Funds's rights
against the Borrower until the Borrower's indebtedness is paid in full.
The Guarantor hereby consents and agrees that renewals and extensions of time of
payment, surrender, release, exchange, substitution, dealing with or taking of additional
collateral security, taking or release of other guarantees, abstaining from taking advantage of or
realizing upon any collateral security by the Fund to the Borrower or any other party, may be
made, granted, and effected by the Fund without notice to each Guarantor and without in any
manner affecting his or her liability hereunder.
In the event that a petition in bankruptcy or reorganization of the Borrower under the
bankruptcy laws or for the appointment of a receiver for the Borrower or any of its property is
filed by or against the Borrower, or if the Borrower shall make an assignment for the benefit of
creditors or shall become insolvent, all indebtedness of the Borrower pursuant to the Note shall,
for the purpose of this Guaranty, be deemed at the Fund's election to have become
immediately due and payable.
Any notice to Guarantor by the Fund at any time shall not imply that such notice or any
further or similar notice was or is required.
The Guarantor further agrees to pay the Fund any and all costs, expenses and
reasonable attorneys' fees paid or incurred by the Fund in collecting or endeavoring to collect
the indebtedness of the Borrower or enforcing or endeavoring to enforce this Guaranty.
This Guaranty shall be binding upon each Guarantor and his or her heirs, executors,
administrators and assigns, jointly and severally, and shall inure to the benefit of the Fund and
its successors and assigns.
This Guaranty may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument. For
purposes hereof, a facsimile copy of this Guaranty, including the signature pages hereto, shall
be deemed to be an original. Notwithstanding the foregoing, the parties shall deliver original
execution copies of this Guaranty to one another as soon as practicable following execution
thereof.
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
EXHIBIT C — FORM OF PERSONAL GUARANTY
This Guaranty has been executed and delivered to the Company by each undersigned
Guarantor this May 23, 2018.
-EPDocu5igned by:
aft& Af?"
5 E4 BC457 F76041 E...
Patrick Mateer
2
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
CERTIFICATE OF CORPORATE RESOLUTION
AND AUTHORIZATION TO BORROW
RESOLVED, that Seal the Seasons, a North Carolina corporation, hereinafter the "Company "),
having its executive offices in the Town of Chapel Hill, State of North Carolina, may negotiate
and procure loans from Grange County (the hereinafter the "Lender ") up to an amount not
exceeding twenty -five thousand dollars and 00/100 ($25,000.00) in the aggregate at any one
time outstanding on such terms and conditions as said members hereinafter authorized deem
proper.
RESOLVED FURTHER, that the following member of this Company, Patrick Mateer, the
Chairman of the Board of the Company, is hereby authorized, empowered and directed to
perform the following acts and deeds in the name of and on behalf of this Company:
(a) To pledge collateral to secure and/or guarantee the indebtedness and obligations of
Company and its members, pursuant to any one or more of the following: loan and
security agreement, guaranty agreement or other security agreement (the
"Documents ") in favor of Lender as such officer deems advisable or appropriate to
guarantee payment and secure performance of all obligations of Borrower to Lender;
and
(b) To give security for any liabilities of the Company to Lender, by pledge, mortgage,
assignment, security interest, or other lien upon any real or personal property, tangible
or intangible, of the Company, and to execute in such a form as may be required by the
Lender all notes and other evidences of such loans, all instruments of pledge,
assignments, security interest, or other lien, and all financing and other agreements
with Lender relating to the terms and conditions upon which any such loans may be
obtained and to the security to be furnished by this Company therefore and which shall
become a binding obligation in accordance with its terms when signed by both parties;
and
(c) To modify, supplement or amend such agreements, guarantees, notes or other writings,
any such terms or conditions thereof, and any such security; and
(d) To pledge, assign, guarantee, mortgage, cosign, grant security interest in and otherwise
transfer to Lender additional security and collateral for any and all debts and obligations
of this Company whenever and however arising; and
(e) To do and perform all other acts and things deemed by and such officer of agent
necessary, convenient, or proper to carry out any of the contents of these resolutions;
hereby ratifying, approving and confirming all that any such officers or agents have done
or may do relating to the loan given by Lender.
RESOLVED FURTHER that the foregoing resolution shall remain in full forge and effect
until written notice of their amendment or recession shall be received by Lender, and thatt i
receipt of such notice shall not affect any action taken by said Bank prior thereto; and
DocuSign Envelope ID: F1811 E7D- C59B- 437F- A7A9 -1 E9E8DD91 D1 B
RESOLVED FURTHER that all transactions by any of the officers or employees of this
Company on its behalf and in its name, with Lender prior to delivery to Lender of a certified
copy of the foregoing resolutions are, in all respects, hereby ratified, confirmed, approved, and
adopted, and
I HEREBY CERTIFY that neither these resolutions nor any action to be taken pursuant
hereto are or will be in contravention of any provision of the articles of organization, operating
agreement, indenture, franchise agreement or other instrument, to which the Company is a
party and that no consent of members is required to authorize this resolution, and that the
actions authorized here by are not in contravention of any applicable law or statute.
I HEREBY CERTIFY that this Resolution may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument. For purposes hereof, a facsimile copy of this Resolution, including the
signature pages hereto, shall be deemed to bean original. Notwithstanding the foregoing, the
Managing Member shall deliver the original execution copy of this Resolution to Lender as soon
as practicable following execution thereof.
HEREBY FURTHER CERTIFY that said resolution is still in full force and effect and has not
been amended or revoked, and that the authorized members designated above have been duly
elected or appointed to the offices set opposite their respective names, and that they continue
to hold these offices at the present time, and that the signatures appearing hereon are the
genuine, original signatures of each respectively:
Executed as of April 17, 2028.
Patrick Mateer, Chairman of the Board
STATE OF NORTH CAROLINA
COUNTY OF Orcw4v
l �Ctxn r�v1a� U" g62 _5 Aj.,xa(v Notary Public for Du xli,r-, County, North
Carolina, certify that Patrick Mateer personally came before me this day and acknowledged
that he is the Managing Member of Seal the Seasons, Inc., a North Carolina Company, and
that he is authorized to do so, executed the foregoing on behalf of the Company.
Witness my hand an official seal, this the da of 8P,1( 203
s�r,'�1`�� iI l a1 ai���rJi
M NOTARY ptlBt.IC =
NC
My Commission Expires: /y,2