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EXPORT-RELATED REVOLVING CREDIT NOTE
$998,500.00 Pittsburgh, Pennsylvania
June 26, 2015
This Export-Related Revolving 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) NINE HUNDRED NINETY-EIGHT THOUSAND FIVE
HUNDRED AND 00/100 DOLLARS ($998,500.00) or (ii) the aggregate
unpaid principal amount of all Export-Related Revolving Credit
Advances made by the Lender to the Borrower pursuant to Section
2.1 of the Credit Agreement and reflected on the Loan Account
maintained by the Lender pursuant to Section 2.7 of the Credit
Agreement.
The outstanding principal balance hereunder
shall be due and payable in its entirety at maturity, whether
on the Export-Related Revolving Credit Termination Date, upon
acceleration, or otherwise.
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 at maturity, whether on the
Export-Related Revolving Credit Termination Date, upon acceleration,
or otherwise, and shall be otherwise payable and calculated in
accordance with the terms of the Credit Agreement. 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
Export-Related Revolving 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 Export-Related
Revolving Credit Note.
This Export-Related Revolving Credit Note is the
Export-Related Revolving Credit Note referred to in the Credit
Agreement. Reference is made to the Credit Agreement for
provisions for the prepayment 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 Export-Related Revolving 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 EXPORT-RELATED REVOLVING 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 EXPORT-RELATED REVOLVING 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 EXPORT-RELATED REVOLVING 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
Export-Related Revolving 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 and the termination of the Export-Related
Revolving Credit Commitment, the Lender shall mark this Export-
Related Revolving 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 Export-Related Revolving
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
