HomeMy WebLinkAbout2018-729-E Economic Dev - Bee'lixir Loan DocumentLOAN AND SECURITY AGREEMENT
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THIS Loan and Security Agreement (the "Agreement") is dated as of October 1, 2018,and is by
and between BEE’LIXIR, LLC,a North Carolina company(the "Borrower") and Orange County (the
“Fund”)
The Borrower has applied for a loan fromthe Fund, and the Fundhas 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 Fundwill loan to the Borrower the sum of [$3,000.00](the "Loan"). TheFundis making this
loan by giving the Borrower a check for the full amount of the loan, reduced by the Fund’s loan fee
of [$30.00].
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 formof Exhibit A, which the Borrower will
execute and deliverto the Fundin 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 Fundfor this Loan.
PART TWO -SECURITY FOR THE LOAN
4.To secure its obligations to the Fundunder the Note and this Loan Agreement, Borrower grantsto
the Funda 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 FundUCCFinancing Statements and such other
documents as the Fundmay reasonably deem appropriate to secure the benefits of this
Agreement.
5.To further secure the Borrower’s obligations to the Fundunder the Note and this Loan Agreement,
Geoffrey M. Smith shall execute a personal guaranty insubstantially the form of Exhibit C.
PART THREE -EVENTS OF DEFAULT
6.Events of Default –The happening of any of the following events shall constitute a default under
this Agreement (these are the “Events of Default”):
6.1The Borrower fails to pay when due any amounts payable under the Note;
6.2The Borrower breaches or fails to perform or observe any term, condition or covenant of this
Agreement orthe Note on its part to be observed or performed;
6.3The Borrower moves its principal place of business outside Orange County;
6.4The Borrower sells all or substantially all of the assets of the Business;
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6.5Any warranty, representation or statement made by the Borrower in thisAgreement or
otherwise to the Fundin connection with this Loan is found to be incorrect or misleading in
any material respect;
6.6The Fundbelieves in good faith that the prospect of the Borrower’s payment or performance
is impaired;
6.7The Borrower seeks an order of relief under Federal Bankruptcy laws;
6.8The Borrower becomes insolvent; or
6.9A federalor state tax lien is filed against the assets of the Borrower.
7.Remedies on Default –Upon the continuation of any Event of Default, the Fundmay, without any
further demand or notice, exercise any one or more of the following remedies:
7.1Declare the unpaid balance of the Note immediately due and payable;
7.2Proceed by appropriate court action to enforce the Borrower’s performance of the applicable
covenants of this Agreement or to recover for the breach thereof;
7.3Pursue collection under the guaranties;
7.4Pursue enforcement of the lien of the UCCFinancing Statement; and
7.5Avail itself of all other rights and remedies available at law and in equity.
8.Further Remedies –In addition to the remedies described in paragraph 7, during the continuation
of an Event ofDefault the Fundmay avail itself of all the rights and remedies of a secured party
under the UCC, and at its option may:
8.1Enter 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 Fundreasonably
convenient to the parties;
8.2Give 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.
8.3Use the proceeds of the disposition of any Collateralto pay and discharge the Borrower’s
obligations as set forth in this Agreement and in the Note;and
8.4Without 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
realize upon, the whole, or from time to time, any part of the collateral, or any interest which
the Borrower may have therein.
8.5If any automobile is part of the Collateral, the Borrower agrees that a sale by the Fundof 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.”
9.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 Fundto make or cause to be
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made, at the Borrower’s expense and in such manner and at such times as the Fundrequire, (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
Fundfor 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
Fundmay prescribe, the financial and operating statement of the business.
10.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 Fundmay 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.
11.Other provisions regarding remedies –The Fundmay 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
12.The Borrower agrees that it will do the following:
12.1Operate 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.
12.2Promptly perform all obligations of Borrower including the payment, when due, of all amounts
owed to Fundsecured by this Agreement;
12.3Protect and properly care for the Collateral, and allow no Collateral to be misused, wasted, or
allowed to deteriorate except for normal wear and tear;
12.4Use 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
informationis supplied;
12.5Insure all Collateral againsttheft, loss or destruction, by policies acceptable to Fundand
payable to both Borrowerand the Fundas their interests may appear; that all applicable
licenses and permits be obtained; that the employer ID number be provided and a privilege
license be obtained; and that both property and liability insurance on the building(s)and
contents be procured and maintained by the Borrower. The Borrowershall 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.
12.6Pay promptly when due all advalorem taxes and assessments upon the Collateral;
12.7Upon the Fund’s request, deposit with Fundadditional Collateral to Fund’s satisfaction;
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12.8That Collateral will not be changed, transferred, or otherwise disposed of or be subjected to
any unpaid charge, unless the Fundconsents in advance in writing to such change, transfer,
or charge.
12.9Upon the Fund’s request, provide a list of buyer, commission merchants and selling agents to
or through whom theBorrower intends to sell the products granted as Collateral;
12.10Keep proper books of account in a manner satisfactory to the Fund;
12.11Submit an annual financial statement reviewed or compiled by an independentpublic
accountant within sixty(60)days of the close of the Borrower’s fiscal year for the Business;
12.12Submit a copy of its annual tax return to the Fundwithin 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;
12.13Keep 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 authorizedrepresentative of the Fundshall 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.
13.The Borrower agrees that it will not do any of the following without the Fund’s prior written consent:
13.1Effect a change of ownership or control of the Business;
13.2Consolidate or merge with any other Fund, unless the procedures for assignment and/or
assumption are complied with; or
13.3At any time theBorrower 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;
13.4For two years after the date of this Agreement, undertake additional debt financingwithout
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) creditpurchases of
inventory. The Fund’s consent, when required under this provision, shall not be unreasonably
withheld.
13.5Permit 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
pursuant to this Agreement and any other agreements delivered by the Borrower pursuant to
this Agreement.
13.6Use the Collateral for any illegal purposes.
13.7Assert a claim or defense held against the Fundagainst any assignee of this Agreement
14.The Borrower further represents to the Fundand acknowledges that the following things are true:
14.1No 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;
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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
14.2The Borrower’s correct address appears below its signature to this Agreement
14.3The Fundmay 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.
14.4All information supplied and statements made by or in support of theBorrower in its
application for this credit are true and correct.
14.5Any loss or destruction of the Collateral shall not release the Borrower from the payment and
performance of its obligations under this Agreement.
14.6The Borrower has only one place of business in North Carolina and that place of business is
in Orange County.
14.7If 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
15.The Borrower has been given a copy of the Fund’s Policiesand 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 proceduressay is an
improper use of the loan proceeds.
16.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 Fundfor 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 Fundmay 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 ona waiver by the Fundof a requirement of the policies and procedures and the
terms of the loan documents only if that waiver is in writing.
PART SIX –OTHER AGREEMENTS BETWEEN THE PARTIES
17.Communication–
17.1Anycommunication required or permitted by this Agreementmust be in writing.
17.2Any communication under this Agreementshall 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:
17.2.1If to the Fund, addressed as follows: Orange County,131 W. Margaret Lane, Suite
211,Hillsborough, NC 27278; or,
17.2.2If to the Borrower, addressed to the address shown below the Borrower’s signature
to this Agreement.
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17.3Any addressee may designate additional or different addresses for communications by notice
given under this Sectionto each of the others.
18.The Borrower shall not sell or assign any interest in this Agreement.
19.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 Fundmay disclose confidential
information pursuant to any governmental, judicial, or administrative order, subpoena, discovery
request, regulatory request or similar method.
20.The parties intend that North Carolina law shall govern this Agreement. If any provision of this
Agreementshall be determined to be unenforceable, that shall not affect any other provisionof this
Agreement.If thedate for making any payment or the last day for performanceof any act or the
exercising of anyright 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.
21.This Agreement, together with the documents referenced in this Agreement, constitutes the entire
agreement between the Borrowerand the Fundwith respect to its general subject matter. Only a
writing signed on behalf of each party may amend this Agreement.
22.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.
BEE’LIXIR, LLCORANGE COUNTY
By: _________________________________By: _________________________________
Geoffrey M. Smith, Managing Member Bonnie Hammersley, County Manager
Exhibits:
A–Form of Promissory Notes
B–Description of Collateral
C-Form of Personal Guaranty
Certificate of Corporate Resolution and Authorization to Borrow
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EXHIBIT A - PROMISSORY NOTE
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Amount: Date:
$ 3,000
October 1, 2018
FOR VALUE RECEIVED,BEE’LIXIR, LLC,a North Carolina limited liability company
(hereafter the “Borrower”) promises to pay to the order of Orange County(hereafter the
“Company”), theprincipal 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 3.00% (300basis
points), on the dates and in the amounts described below.
PAYMENTS; PREPAYMENT
Borrower shall make its first payment on December1, 2018 in the amount of the interest
plus principal accruing from the date ofthe Promissory Note toNovember 30, 2018.
If not sooner paid, all unpaid principal and all accrued and unpaid intereston this Note
shall be due and payable on November 1, 2020.
The Borrowermay 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
the Company at its offices at 131 West Margaret Lane, Suite 211Hillsborough, NC 27278, or
sent by mail in care of Orange County Economic Development Department,131 W. Margaret
Lane, Suite 211, Hillsborough, NC 27278. The Company, however, by written notice to the
Borrowerunder 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 Journalgenerally 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
Companyin its reasonable discretion shall substitute another similar published interest rate
index as the Prime Rate under this Note.
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Interest shall be calculated for the actual number of days elapsed. The Company shall
keep a record of the Prime Rate as in effect from time to time. The Company’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 bya Loan and Security Agreement
dated October 1, 2018,between the Borrowerand the Company(the “Loan Agreement”).
Payments under thisNoteare further secured by a Uniform Commercial Code (UCC) Financing
Statement ofeven date herewith made by the Borrowerfor the Company’s benefit.
DEFAULT
Upon the occurrence of any Event of Default described in the Loan Agreement, the
Companyshall 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 UCCfinancing
statement,securing this Note or any violation of the Loan Agreement, the Companymay
employ an attorney to enforce the Company’srights and remedies. The Borroweragrees to pay
to the Companyreasonable attorney’s fees not exceeding a sum equal to fifteen per cent (15%)
of the outstanding balance owing on the Note, plus all otherreasonable expenses incurred by
the Companyin exercising any of the Company’srights 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,
interestand 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 Noteor 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 Borrowerand the Companyintend that North Carolina law shall govern all matters
related to this Note.
RIGHTSCUMULATIVE
The rights and remedies of the Companyas provided in this Noteand any instrument
securing this Noteshall be cumulative and may be pursued singly, successively, or together
against the property described in theUCC Financing Statementor any other funds, property or
security held by the Companyfor payment or security, in the sole discretion of the Company.
The failure to exercise any such right or remedy shall not bea waiver or release of such rights
or remedies or the right to exercise any of them at another time.
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AMENDMENT AND MODIFICATION
No waiver by the Companyof any of the terms and conditions of this Noteshall be
effective unless it is in writing and signed by the Company. No modification or amendment to
this Notemay be made except in writing, signed by the Borrowerand the Company.
COUNTERPARTS
This Notemay 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 Noteto one another as soon as practicable following execution thereof.
IN WITNESS WHEREOF,the Borrowerhas caused this Noteto be signed, sealed and
delivered by its duly authorized officers on the day and year first above written:
BORROWER:
BEE’LIXIR, LLC,a North Carolina limited liability
company
By:
__________________________________________
Geoffrey M. Smith, Managing Member
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EXHIBIT B –DESCRIPTION OF COLLATERAL
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The “COLLATERAL” is all of the following:
1.All personal property acquired by BEE’LIXIR, LLC,with funds loaned by the
COMPANY 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. Thepartiesexpect 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.
_______(initial)
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EXHIBIT C –FORM OF PERSONAL GUARANTY
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IN CONSIDERATION of the Loan made by Orange County (referred to below as the
“Company”)to BEE’LIXIR, LLC a North Carolina limited liability company(hereinafter referred
to as “Borrower”), the undersigned (hereinafter referred to as “Guarantor”), each absolutely and
unconditionally, guaranteesto the Companythe punctual payment in full of the principal,
interest and other sums due under that certain promissory note from Borrowerto Company
dated October 1, 2018,(hereinafter referred to as “Note”)which obligations, indebtedness and
liability set forth therein are hereinafter referred to as “indebtedness.”
TheGuarantorexpressly waives the following: notice of the incurring of indebtedness
by the Borrower; the acceptance of this Guaranty by the Company; 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 Company’s rights
against the Borroweruntil the Borrower’sindebtedness is paid in full.
The Guarantorhereby 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 Companyto the Borroweror any other party, may
be made, granted, and effected by the Companywithout notice to each Guarantorand without
in any manner affecting his or her liability hereunder.
In the event that a petition in bankruptcy or reorganization of the Borrowerunder the
bankruptcy laws or for the appointment of a receiver for the Borroweror any of its property is
filed by or against the Borrower, or if the Borrowershall make an assignment for the benefit of
creditors or shall become insolvent, all indebtedness of the Borrowerpursuant to the Noteshall,
for the purpose of this Guaranty, be deemed at the Company’s election to have become
immediately due and payable.
Any noticeto Guarantor by the Companyat any time shall not imply that such notice or
any further or similar notice was or is required.
TheGuarantorfurther agrees to pay the Companyany and all costs, expenses and
reasonable attorneys’ fees paid or incurred bythe Companyin 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 Guarantorand his or her heirs, executors,
administrators and assigns, jointly and severally, and shall inure to the benefit of the Company
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.
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EXHIBIT C –FORM OF PERSONAL GUARANTY
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IN WITNESS WHEREOF, this Guaranty has been executed and delivered to the Companyby
each undersigned Guarantor this October 1, 2018.
_______________________________
Geoffrey M. Smith
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CERTIFICATE OF CORPORATE RESOLUTION
AND AUTHORIZATION TO BORROW
RESOLVED, that BEE'LIXIR, LLC, a North Carolina limited liability company (hereinafter the
"Company"), having its executive offices in the Town of Hillsborough, State of North Carolina,
may negotiate and procure loans from the Orange County (the hereinafter the "Lender") up to
an amount not exceeding Three thousand dollars and 00/100 ($3,000.00) in the aggregate at
any onetime outstanding on such terms and conditions as said members hereinafter
authorized deem proper,
RESOLVED FURTHER, that the following members of this Company, Geoffrey M. Smith,
the Managing Member of the Company, are 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 farm 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 force and effect
until written notice of their amendment or recession shall be received by Lender, and that
receipt of such notice shall not affect any action taken by said Bank prior thereto; and
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DocuSign Envelope ID:5D4D04D2-0575-4050-984E-6BFBDB99613A
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 be an 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.
I 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 October 12, 2018.
8EE'LIXIR, LLC
Geoffrey M.Smith, Managing Member
STATE OF NORTH CAROLINA
COUNTY OF ORANGE
I Yvonne M. Scarlett, Notary Public for Orange County, North Carolina, certify that
Geoffrey M. Smith personally came before me this day and acknowledged that he is the
Managing Member of BEE'LIXIR, LLC, 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 U day
Vt201a8.
fi. LYVONINE .ScARLETT Of ial Signature of N otary Public
, North caroling e County
ssion Expires
9'Zczo My Commission Expires: May 9, 2020
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