Attached files
DEMAND LINE OF CREDIT NOTE
$300,000.00 Pittsburgh, Pennsylvania
June 26, 2015
This Demand Line of Credit Note is executed
and delivered under and pursuant to the terms of that certain
Credit Agreement dated as of even date herewith (the Credit
Agreement, together with all amendments, extensions, renewals,
substitutions and replacements thereto and thereof is
hereinafter referred to as the "Credit Agreement") entered
into by and between SCIENTIFIC INDUSTRIES, INC. (the "Borrower")
and FIRST NATIONAL BANK OF PENNSYLVANIA (the "Lender").
FOR VALUE RECEIVED the Borrower promises to pay
to the order of the Lender at the Lender's principal office at
One North Shore Center, Suite 500, 12 Federal Street, Pittsburgh,
PA 15212 the lesser of (i) THREE HUNDRED THOUSAND AND 00/100
DOLLARS ($300,000.00) or (ii) the aggregate unpaid principal
amount of all Demand Line of Credit Advances made by the Lender
to the Borrower pursuant to Section 2.2 of the Credit Agreement
and reflected on the Loan Account maintained by the Lender
pursuant to Section 2.7 of the Credit Agreement.
All or any portion of the outstanding principal
balance hereunder shall be due and payable ON DEMAND.
Interest on the unpaid principal balance hereof
shall be due and payable monthly in arrears on the first day of
each month during the term hereof, and shall be otherwise payable
and calculated in accordance with the terms of the Credit
Agreement. In addition, all or any portion of the outstanding
interest shall be due and payable ON DEMAND. The interest rate
will be adjusted, when necessary and if appropriate, in
accordance with the terms of the Credit Agreement. Interest
payments shall be made at the office of the Lender set forth
above. The first interest payment hereunder shall be due and
payable on the first day of the calendar month following the
first disbursement under the Credit Agreement and shall be
for the actual number of days elapsed between the date of the
first Demand Line of Credit Advance and the first day of
the calendar month following the first disbursement under
the Credit Agreement. Interest shall continue to apply
whether or not judgment shall have been entered on this
Demand Line of Credit Note.
This Demand Line of Credit Note is the Demand
Line of Credit Note referred to in the Credit Agreement.
Reference is made to the Credit Agreement for provisions
for the pre-payment hereof and the acceleration of the
maturity hereof. All of the terms, conditions, covenants,
representations and warranties of the Credit Agreement are
incorporated herein by reference as if same were fully
set forth herein. All capitalized terms used herein as
defined terms which are not defined herein but which are
defined in the Credit Agreement shall have the same
meanings herein as are given to them in the Credit
Agreement.
Upon the occurrence of any Event of
Default specified in the Credit Agreement, the principal
hereof and accrued interest hereon may become forthwith
due and payable, all as provided in the Credit Agreement.
Demand, presentation, protest and notice of
dishonor are hereby waived.
This Demand Line of Credit Note shall be
governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania, without regard to the
principles thereof regarding conflict of laws, excepting
applicable federal law and except only to the extent
precluded by the mandatory application of the law of
another jurisdiction.
CONFESSION OF JUDGMENT: THE UNDERSIGNED HEREBY
AUTHORIZES AND EMPOWERS ANY PROTHONOTARY OR ANY ATTORNEY OF
ANY COURT OF RECORD WITHIN THE UNITED STATES OR ELSEWHERE,
AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT, TO APPEAR FOR THE
UNDERSIGNED AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS
JUDGMENT OR A SERIES OF JUDGMENTS AGAINST THE UNDERSIGNED IN
FAVOR OF THE LENDER OR ANY HOLDER HEREOF, FOR THE ENTIRE
PRINCIPAL BALANCE OF THIS DEMAND LINE OF CREDIT NOTE AND ALL
ACCRUED INTEREST, TOGETHER WITH COSTS OF SUIT AND REASONABLE
ATTORNEY'S COMMISSION OF THE GREATER OF 15% OF SUCH PRINCIPAL
AND INTEREST OR $1,500 ADDED AS A REASONABLE ATTORNEY'S FEE, AND
FOR DOING SO, THIS DEMAND LINE OF CREDIT NOTE OR A COPY VERIFIED
BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY
FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND
ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL
APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE
OR WHICH MAY BE HEREAFTER IN EFFECT. INTEREST ON ANY SUCH
JUDGMENT SHALL ACCRUE AT THE HIGHEST RATE THAT MAY BE CHARGED
UNDER THIS DEMAND LINE OF CREDIT NOTE.
NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS
JUDGMENT OR SERIES OF JUDGMENTS SHALL BE DEEMED TO EXHAUST
SUCH POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY
ANY COURT TO BE VALID, VOIDABLE, OR VOID, BUT THE POWER SHALL
CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME
AS OFTEN AS THE LENDER OR ANY OTHER HOLDER HEREOF SHALL ELECT,
UNTIL SUCH TIME AS THE LENDER OR ANY OTHER HOLDER HEREOF SHALL
HAVE RECEIVED PAYMENT IN FULL OF THE OBLIGATIONS.
Wherever required by the context of this Demand
Line of Credit Note the singular shall include the plural, and
vice-versa, and the masculine and feminine genders shall include
the neuter gender and vice-versa.
Upon the Borrower's payment in full of all amounts
due by the Borrower to the Lender hereunder, and upon the
Borrower's full discharge and satisfaction of all of its
obligations under the Credit Agreement, the Lender shall
mark this Demand Line of Credit Note "PAID" and return
it to the Borrower.
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IN WITNESS WHEREOF, Borrower, with the intent to be
legally bound hereby, has caused this Demand Line of Credit
Note to be executed by its duly authorized officers as of
the date first written above.
ATTEST: SCIENTIFIC INDUSTRIES, INC., a Delaware
corporation
By:_______________ By:_______________(SEAL)
Name:_____________ Name: Helena R. Santos
Title:____________ Title: President and Chief
Executive Officer
_________________ OF _________________ )
) SS:
COUNTY OF _______________________ )
On this the _____ day of June, 2015, before me, a
Notary Public, personally appeared Helena R. Santos, who
acknowledged herself to be the President and Chief Executive
Officer of Scientific Industries, Inc., a Delaware corporation,
and that she as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein
contained and in the capacity therein stated, by signing the
name of such company on behalf of such company by herself as
such officer
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
________________________________
Notary Public
My Commission Expires
