Preview
FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023
EXHIBIT A
G0001520.I
FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023
PROMISSORY NOTE
$50,000.00 1/24, 2020
1. PROMISE TO PAY. FOR VALUE RECEIVED, The Red Light Spa, Inc., having an
address of 5415 West Genesee
St , Camillus, NY 13031 ("Borrower"), hereby promises to pay to the
order of AmeriCU Credit Union, a Federally Insured State-Chartered Credit Union, having an office
at 1916 Black River Boulevard, Rome, New York
13440 ("Lender"), or at any of its offices, in lawful
money of the United States, the principal sum of Fifty Thousand and 00/100 Dollars ($50,000.00), or so
much thereof as may be advanced, together with interest on the unpaid principal balance computed from
the date of this Note at the interest rate of Ten and 75/100 percent (10.750%) per annum ("Interest
Rate").
2. PAYMENT, INTEREST RATE. Payments of principal and interest calculated at the
Interest Rate shall be made by Borrower in the manner following:
a. Payments of principal and interest, calculated at the Interest Rate on the unpaid
principal balance and an amortization period of 5 Years (60) months, shall be made by installments of
One Thousand Eighty-One and 60/100 Dollars
($1,081.00) commencing on the 24th day of February,
2020 and on the same day of each month thereafter, to be applied first to any late charges, then to interest
on the unpaid principal amount outstanding, and the balance in reduction of the principal until January 24,
2020 ("Maturity Date"), when the balance of principal then remaining unpaid and accrued interest shall
become due and payable.
b. Interest on this Note is computed on a 365/365 simple interest basis; that is, by
applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap
years), multiplied by the outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding. All interest payable under this Note is computed using this method.
c. All installment payments (excluding voluntary prepayments of principal) will be
applied as of the scheduled due date for each payment, provided that full payment is received. If less than
full payment is received, the payment will be held as an unapplied amount and considered past due, until
full payment is received.
d. If the date for any payment hereunder falls on a day which is not a Business Day,
then for all purposes hereof the same shall be deemed to have fallen on the next succeeding Business Day,
and such extension of time shall in such case be included in the computation of interest hereunder. The
Day"
term "Business shall mean
a day other than a Saturday, Sunday or legal holiday for commercial
lenders under the laws of the State of New York.
e. If at any time the interest or other charges collected or to be collected pursuant to
this Note exceed the maximum permitted by law: (i) such interest or other charges shall be reduced to the
maximum permitted limit and (ii) any sums already collected in excess of the maximum permitted limit
shall be applied and shall be deemed to have been payments in reduction of unpaid principal.
3. PREPAYMENT. The payment of the whole or any part of the unpaid principal in
excess of the payments above-required may be made at any time without penalty or premium. All
prepayments of principal shall be applied to the reduction or satisfaction of principal installments required
to be paid in the inverse order of their maturity. Borrower agrees not to send Lender payments marked
recourse"
"paid in full", "without or similar language. If Borrower sends such a payment, Lender may
{G0824748.1}1
FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023
accept it without losing any of Lender's rights under this Note, and Borrower shall remain obligated to
pay any further amount owed to Lender.
4. LATE CHARGE. If any installment under this Note is not received by Lender within
ten (10) calendar days after is due, Borrower
the payment shall pay to Lender a late charge equal to the
greater of (a) $25.00 or (b) five percent (5.00%) of such payment, such late charge to be immediately due
and payable without demand by Lender.
5. DEFAULT RATE OF INTEREST. Upon the occurrence of an Event of Default under
this Note or other loan document executed by Borrower or any guarantor relating to the indebtedness
evidenced by this Note (collectively, "Loan
Documents") not cured in the time provided, interest shall
continue to accrue thereafter at the rate of four percent (4.00%) per annum in excess of the then effective
rate being charged on the principal balance of the loan ("Default Rate") at such time, but not to exceed
the highest rate permitted by law, until the Event of Default is cured.
6. DEFAULT. Lender, at its option, may declare the entire unpaid principal balance of this
Note, together with all accrued and unpaid interest, late charges and other fees to be immediately due and
payable, without notice or demand, upon the happening of any of the following events (each referred to
herein as an "Event of Default"): (a) Borrower fails to make any payment of principal and interest when
due; (b) Borrower dies (if a natural person) or fails to comply with or to perform when due within the
applicable notice and
provisions, cure
any term, or condition contained in this Note
obligation, covenant
other than (a) above or any of the other Loan Documents, or in any other agreement or loan Borrower has
with Lender; (c) Borrower defaults under any loan, extension of credit, security agreement, purchase or
sales agreement, or any other agreement, in favor of any other creditor or person that may materially
affect Borrower's ability to repay this Note or perform Borrower's obligations under this or any of
Note
the other Loan Documents; (d) Any representation or statement made or furnished to Lender by Borrower
or on Borrowers behalf is false or misleading in any material respect either now or at the time made or
furnished; (e) Borrower becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any
proceeding is commenced either by
Borrower or against Borrower under any bankruptcy or insolvency laws and such receiver or proceeding
is not removed or dismissed within sixty (60) days of appointment or commencement; (f) Any creditor
takes possession of any of Borrower's property on or in which Lender has a lien or security interest; (g)
any of the preceding events occurs with respect to any guarantor or any guarantor dies or becomes
incompetent or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness
evidenced by this Note; or (h) A material adverse change occurs in Borrower's financial condition which
may materially affect Borrower's ability to repay this Note or perform Borrower's obligations under this
Note or any of the other Loan Documents.
7. COSTS AND EXPENSES. Borrower shall pay to Lender all costs and expenses
attorneys'
including fees and disbursements incurred by Lender in any attempt to collect or enforce the
expenses"
provisions of this Note or any of the other Loan Documents. "Costs and as used in the
attorneys'
preceding sentence shall include, without limitation, the actual fees incurred by Lender in
retaining counsel for advice, suit, appeal, or any insolvency or other proceedings under the Federal
Bankruptcy Code or otherwise.
8. RIGHT OF SETOFF. In addition to Lender's right of setoff arising by operation of law,
Borrower grants to Lender a contractual possessory security interest in, and hereby assigns, conveys,
delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's
accounts with Lender (whether checking, savings, or some other account and whether evidenced by a
certificate of deposit), including without limitation all accounts held jointly with someone else and all
accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust
{G0824748.1}2
FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023
accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes
Lender, to the extent permitted by applicable law, to charge or setoff all sums owing hereunder against
any and all such accounts.
9. NO DEFENSES, COUNTERCLAIMS OR OFFSETS. There are no defenses,
counterclaims or offsets to this Note or any of the other Loan Documents.
10. JOINT AND SEVERAL LIABILITY; SUCCESSORS AND ASSIGNS. This Note
shall be the joint and several obligation of Borrower and all other makers and endorsers hereof and shall
be binding upon them and their respective heirs, devisees, representatives, trustees, successors and assigns
and all references in this Note to Borrower shall be deemed to include all of the foregoing and the word
"Borrower" "Borrowers"
shall be construed as if it read whenever the sense of this Note so requires. This
Note shall inure to the benefit of Lender, its successors, substitutes, assigns and any holder of this Note,
and all references in this Note to Lender shall be deemed to include all of the foregoing.
11. GOVERNING LAW. This Note shall be governed by and interpreted and enforced in
accordance with the laws of the State of New York. Any provision of this Note which is prohibited or
unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of this Note in that
jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
12. JURISDICTION. BORROWER HEREBY IRREVOCABLY CONSENTS TO
THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK
STATE IN A COUNTY OR JUDICIAL DISTRICT WHERE LENDER MAINTAINS A
BRANCH; PROVIDED THAT NOTHING WILL PREVENTCONTAINED IN THIS NOTE
LENDER FROM BRINGING ENFORCING ANY AWARD ANY ACTION,
OR JUDGMENT OR
EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY
SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER
COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower
acknowledges and agrees that the venue provided above is the most convenient forum for both Lender
and Borrower. Borrower waives any objection to venue and any objection based on a more convenient
forum in any action instituted under this Note.
13. WAlVER OF JURY TRIAL. BORROWER AND LENDER EACH (A) AGREES
NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF
THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND
BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH
RIGHT EXISTS NOW OR THE FUTURE.IN THIS WAIVER OF RIGHT TO TRIAL BY JURY
IS SEPARATELY BY EACH
GIVEN PARTY, KNOWINGLY AND VOLUNTARILY WITH
THE BENEFIT OF COMPETENT LEGAL COUNSEL.
14. WAIVER OF CERTAIN OTHER RIGHTS. BORROWER HEREBY WA1VES
THE RIGHT TO INTERPOSE ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CROSS-
CLAIM OF ANY NATURE OR DESCRIPTION, ANY OBJECTION BASED ON FORUM NON
CONVENIENS OR VENUE, AND ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR
SPECIAL DAMAGES.
15. MISCELLANEOUS PROVISIONS.
(G0824748.1}3
FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023
DocuSign Envelope ID: C170DBBB-A030-463D-8F93-D6A926CB4EBC
a. No failure by Lender to exercise, and no delay in exercising, any right or remedy
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right
or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or
remedy.
b. The rights and remedies of Lender as herein specified are cumulative and not
exclusive of any other rights or remedies which Lender may otherwise have.
c. Borrower and any other party who signs, guarantees or endorses this Note, to the
extent allowed by law, waive presentment, demand for payment, protest, notice of protest and non-
payment and notice of dishonor and recourse to suretyship defenses generally.
d. No recission, waiver, forbearance, release or amendment of any provision of this
Note or any of the other Loan Documentsshall be made, except by a written agreement duly executed by
Borrower and Lender.
e. Borrower (and the undersigned representative of Borrower, if any) represents that
Borrower has full power, authority and legal right to execute and deliver this Note and that the debt
hereunder constitutes a valid and binding obligation of Borrower.
IN WITNESS WHEREOF, this Note has been duly executed by Borrower as of the date first set forth
above.
BORROWER: The Red Light Spa, Inc.
DocuSigned
by:
By: . .
Name: Lisa Power
Title: President
{ GO8247 48 .1} 4
Preview
FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023 EXHIBIT A G0001520.I FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023 PROMISSORY NOTE $50,000.00 1/24, 2020 1. PROMISE TO PAY. FOR VALUE RECEIVED, The Red Light Spa, Inc., having an address of 5415 West Genesee St , Camillus, NY 13031 ("Borrower"), hereby promises to pay to the order of AmeriCU Credit Union, a Federally Insured State-Chartered Credit Union, having an office at 1916 Black River Boulevard, Rome, New York 13440 ("Lender"), or at any of its offices, in lawful money of the United States, the principal sum of Fifty Thousand and 00/100 Dollars ($50,000.00), or so much thereof as may be advanced, together with interest on the unpaid principal balance computed from the date of this Note at the interest rate of Ten and 75/100 percent (10.750%) per annum ("Interest Rate"). 2. PAYMENT, INTEREST RATE. Payments of principal and interest calculated at the Interest Rate shall be made by Borrower in the manner following: a. Payments of principal and interest, calculated at the Interest Rate on the unpaid principal balance and an amortization period of 5 Years (60) months, shall be made by installments of One Thousand Eighty-One and 60/100 Dollars ($1,081.00) commencing on the 24th day of February, 2020 and on the same day of each month thereafter, to be applied first to any late charges, then to interest on the unpaid principal amount outstanding, and the balance in reduction of the principal until January 24, 2020 ("Maturity Date"), when the balance of principal then remaining unpaid and accrued interest shall become due and payable. b. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the interest rate over the number of days in a year (365 for all years, including leap years), multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this method. c. All installment payments (excluding voluntary prepayments of principal) will be applied as of the scheduled due date for each payment, provided that full payment is received. If less than full payment is received, the payment will be held as an unapplied amount and considered past due, until full payment is received. d. If the date for any payment hereunder falls on a day which is not a Business Day, then for all purposes hereof the same shall be deemed to have fallen on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest hereunder. The Day" term "Business shall mean a day other than a Saturday, Sunday or legal holiday for commercial lenders under the laws of the State of New York. e. If at any time the interest or other charges collected or to be collected pursuant to this Note exceed the maximum permitted by law: (i) such interest or other charges shall be reduced to the maximum permitted limit and (ii) any sums already collected in excess of the maximum permitted limit shall be applied and shall be deemed to have been payments in reduction of unpaid principal. 3. PREPAYMENT. The payment of the whole or any part of the unpaid principal in excess of the payments above-required may be made at any time without penalty or premium. All prepayments of principal shall be applied to the reduction or satisfaction of principal installments required to be paid in the inverse order of their maturity. Borrower agrees not to send Lender payments marked recourse" "paid in full", "without or similar language. If Borrower sends such a payment, Lender may {G0824748.1}1 FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023 accept it without losing any of Lender's rights under this Note, and Borrower shall remain obligated to pay any further amount owed to Lender. 4. LATE CHARGE. If any installment under this Note is not received by Lender within ten (10) calendar days after is due, Borrower the payment shall pay to Lender a late charge equal to the greater of (a) $25.00 or (b) five percent (5.00%) of such payment, such late charge to be immediately due and payable without demand by Lender. 5. DEFAULT RATE OF INTEREST. Upon the occurrence of an Event of Default under this Note or other loan document executed by Borrower or any guarantor relating to the indebtedness evidenced by this Note (collectively, "Loan Documents") not cured in the time provided, interest shall continue to accrue thereafter at the rate of four percent (4.00%) per annum in excess of the then effective rate being charged on the principal balance of the loan ("Default Rate") at such time, but not to exceed the highest rate permitted by law, until the Event of Default is cured. 6. DEFAULT. Lender, at its option, may declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, late charges and other fees to be immediately due and payable, without notice or demand, upon the happening of any of the following events (each referred to herein as an "Event of Default"): (a) Borrower fails to make any payment of principal and interest when due; (b) Borrower dies (if a natural person) or fails to comply with or to perform when due within the applicable notice and provisions, cure any term, or condition contained in this Note obligation, covenant other than (a) above or any of the other Loan Documents, or in any other agreement or loan Borrower has with Lender; (c) Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect Borrower's ability to repay this Note or perform Borrower's obligations under this or any of Note the other Loan Documents; (d) Any representation or statement made or furnished to Lender by Borrower or on Borrowers behalf is false or misleading in any material respect either now or at the time made or furnished; (e) Borrower becomes insolvent, a receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any bankruptcy or insolvency laws and such receiver or proceeding is not removed or dismissed within sixty (60) days of appointment or commencement; (f) Any creditor takes possession of any of Borrower's property on or in which Lender has a lien or security interest; (g) any of the preceding events occurs with respect to any guarantor or any guarantor dies or becomes incompetent or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note; or (h) A material adverse change occurs in Borrower's financial condition which may materially affect Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the other Loan Documents. 7. COSTS AND EXPENSES. Borrower shall pay to Lender all costs and expenses attorneys' including fees and disbursements incurred by Lender in any attempt to collect or enforce the expenses" provisions of this Note or any of the other Loan Documents. "Costs and as used in the attorneys' preceding sentence shall include, without limitation, the actual fees incurred by Lender in retaining counsel for advice, suit, appeal, or any insolvency or other proceedings under the Federal Bankruptcy Code or otherwise. 8. RIGHT OF SETOFF. In addition to Lender's right of setoff arising by operation of law, Borrower grants to Lender a contractual possessory security interest in, and hereby assigns, conveys, delivers, pledges, and transfers to Lender all Borrower's right, title and interest in and to, Borrower's accounts with Lender (whether checking, savings, or some other account and whether evidenced by a certificate of deposit), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA and Keogh accounts, and all trust {G0824748.1}2 FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023 accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing hereunder against any and all such accounts. 9. NO DEFENSES, COUNTERCLAIMS OR OFFSETS. There are no defenses, counterclaims or offsets to this Note or any of the other Loan Documents. 10. JOINT AND SEVERAL LIABILITY; SUCCESSORS AND ASSIGNS. This Note shall be the joint and several obligation of Borrower and all other makers and endorsers hereof and shall be binding upon them and their respective heirs, devisees, representatives, trustees, successors and assigns and all references in this Note to Borrower shall be deemed to include all of the foregoing and the word "Borrower" "Borrowers" shall be construed as if it read whenever the sense of this Note so requires. This Note shall inure to the benefit of Lender, its successors, substitutes, assigns and any holder of this Note, and all references in this Note to Lender shall be deemed to include all of the foregoing. 11. GOVERNING LAW. This Note shall be governed by and interpreted and enforced in accordance with the laws of the State of New York. Any provision of this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Note in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. 12. JURISDICTION. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK STATE IN A COUNTY OR JUDICIAL DISTRICT WHERE LENDER MAINTAINS A BRANCH; PROVIDED THAT NOTHING WILL PREVENTCONTAINED IN THIS NOTE LENDER FROM BRINGING ENFORCING ANY AWARD ANY ACTION, OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note. 13. WAlVER OF JURY TRIAL. BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS NOTE OR THE RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR THE FUTURE.IN THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY BY EACH GIVEN PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. 14. WAIVER OF CERTAIN OTHER RIGHTS. BORROWER HEREBY WA1VES THE RIGHT TO INTERPOSE ANY DEFENSE, SET-OFF, COUNTERCLAIM OR CROSS- CLAIM OF ANY NATURE OR DESCRIPTION, ANY OBJECTION BASED ON FORUM NON CONVENIENS OR VENUE, AND ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. 15. MISCELLANEOUS PROVISIONS. (G0824748.1}3 FILED: CAYUGA COUNTY CLERK 02/22/2023 03:16 PM INDEX NO. E2023-0130 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 02/22/2023 DocuSign Envelope ID: C170DBBB-A030-463D-8F93-D6A926CB4EBC a. No failure by Lender to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by Lender of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. b. The rights and remedies of Lender as herein specified are cumulative and not exclusive of any other rights or remedies which Lender may otherwise have. c. Borrower and any other party who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, protest, notice of protest and non- payment and notice of dishonor and recourse to suretyship defenses generally. d. No recission, waiver, forbearance, release or amendment of any provision of this Note or any of the other Loan Documentsshall be made, except by a written agreement duly executed by Borrower and Lender. e. Borrower (and the undersigned representative of Borrower, if any) represents that Borrower has full power, authority and legal right to execute and deliver this Note and that the debt hereunder constitutes a valid and binding obligation of Borrower. IN WITNESS WHEREOF, this Note has been duly executed by Borrower as of the date first set forth above. BORROWER: The Red Light Spa, Inc. DocuSigned by: By: . . Name: Lisa Power Title: President { GO8247 48 .1} 4