Notice (2019-11-02)

Date: 2019-11-02

Summary

Exhibit A, filed November 2, 2019 as Doc 53-1 in In re Panthera Enterprises, LLC, Case No. 2:19-bk-00787, in the United States Bankruptcy Court for the Northern District of West Virginia, is a Form 410 Proof of Claim by the West Virginia Economic Development Authority (WVEDA). The claim, executed on October 23, 2019 by the creditor's attorney, is for $6,477,180.47 for money loaned and states it is secured by two deeds of trust and two assignments of leases and rents. A claim summary breaks the total into Loan # 55-01-01, Loan # 55-02-01 and $45,584.40 in attorneys' fees and costs, and lists nine documents evidencing the debt. Attached as Exhibit A-1 is a loan agreement dated August 21, 2013 among TenX Group LLC, WVEDA and guarantors for a $5,000,000 loan. The 47-page filing closes with a promissory note signed on behalf of TenX Group LLC.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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EXHIBITA
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 2 of
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Fill in this Information to identify the case:

Debtor 1 Panthera Enterprises. LLC

Debtor 2
(Spouse, If filing)

United States Bankruptcy Court for the: Northem District of West Virginia

Case number 2:19-bk-00787

Officiai Form 410

Proof of Claim 04/19

Read the instructions before fitling eut this form. This form is for making a ciaim for payment in a bankruptcy case. Do not use this form to
make a request for payment of an administrative expense. Make such a request according to 11 U.S.C.§ 503.
Filers must ieave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any
documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts, contracts,judgments,
mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the documents are not available,
explain in an attachment.
A person who files a fraudulent claim could be fined up to $500,000. imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152,157, and 3571.
FitI in ail the information about the ciaim as of the date the case was filed. That date is on the notice of bankruptcy(Form 309)that you received.

Identify the Ciaim

1. Who is the current
créditer?
West Virginia Economie Development Authority
Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with the debtor HOne

2. Has this ciaim been
acquired from
0 No
someone eise? Q Yes. From whom?

3. Where should notices Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if
and payments to the différent)
creditor be sent?
See Attached See Attached
Fédéral Ruie of Name Name
Bankruptcy Procédure
(FRBP)2002(g)
Number Street Number Street

City State ZIP Code City State ZIP Code

Contact phone Contact phone

Contact email Contact email

Uniform claim identifier for electronic payments in chapter 13(if you use one):

4. Does this ciaim amend Sf No
one aiready flled? q yes. Claim number on court daims registry (if known). Filed on

5. Do you know if anyone ^ Nq
etee has fiied a proof Q ygg made the earlier filing?
of claim for this ciaim?

Officiai Form 410 Proof of Claim page 1
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In re Panthera Enterprises, LLC
Case No. 2:19-bk-00787
Northern District of West Virginia
Claim ofWest Virginia Economie Development Authority

Créditer notices should be sent to:

Caren Wilcher, Associate Director
West Virginia Economie Development Authority
NorthGate Business Park
180 Association Drive
Charleston, West Virginia 25311
681.313.2007

with a copy to:

Debra Lee Allen, Esq.
Spilman Thomas & Battle, PLLC
48 Donley Street, Suite 800
PO Box 615
Morgantown, West Virginia 26507-0615
304.291.79201304.216.5835
dallen@spilmanlaw.com

Payments shouid be sent to:

Caren Wilcher, Associate Director
West Virginia Economie Development Authority
NorthGate Business Park
180 Association Drive
Charleston, West Virginia 25311
681.313.2007
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Give Information About the Cialm as of the Date the Case Was Flled

6. Do you have any number g| Nq
you use to identify the □ Yes. Last 4 digits of the debtor's account or any number you use to identify the debtor:
debtor?

7. How much is the daim? $ 6,477,180.47 . Does this amount indude interest or other charges?
□ No
1^ Yes. Attach statement itemizing interest. fees, expenses, or other
charges required by Bankruptcy Ruie 3001(c)(2)(A).

8. What is the basis of the Examples; Goods soid, money loaned, lease. services performed, personal injury or wrongfui death, or crédit card.
cialm?
Attach redacted copies of any documents supporting the daim required by Bankruptcy RuIe 3001 (c).
Limit disclosing information that is entitled to privacy, such as heaith care information.

Money Loaned

9. Is ail or part of the daim □ No
secured? gj Yes. The daim is secured by a lien on properly.
Nature of property:
Real estate. If the daim is secured by the debtor's principal résidence, file a Mortgage ProofofClaim
Attachment (Offidal Form 410-A) with this ProofofClaim.
Q Motorvehicle
Ef Other. Describe: Two Assignments of Leases and Rents

Basis for perfection: Two Deeds of Trust
Attach redacted copies of documents, if any. that show evidence of perfection of a security interest (for
example, a mortgage. lien, certificate of title. financing statement. or other document that shows the lien has
been filed or recorded.)

Value of property: S
Amount of the daim that Is secured: s 6,477,180.47

Amount of the daim that is unsecured: S (The sum of the secured and unsecured
amounts should match the amount in line 7.)

Amount necessary to cure any default as of the date of the pétition: $ 6,477,180.47

Annual interest Rate twhen case was filed) 4.34 q/,, and 3.88%
G Fixed
□ Variable

10. Is this daim based on a 0 No
lease?
G Yes. Amount necessary to cure any default as of the date of the pétition. $_

11. Is this daim subject to a ^ No
right of setoff?
G Yes. Identify the property:

Officiai Form 410 Proof of Claim page 2
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;12. Is ail or part of the daim ^ No
I entitled to priority under
i 11 U.S.C. § 507(a)? G Yes. Check one Amount entitled to priority

j A daim may be partiy G Domestic support obligations (including alimony and child support) under
priority and partiy 11 U.S.C. § 507{a)(1){A) or (a)(1)(8).
nonpriority. For example,
in some catégories, the G Up to S3,025* of deposits toward purchase. lease. or rental of property or services for
law limits the amount Personal, family. or household use. 11 U.S.C. § 507(a}(7).
entitled to priority.
G Wages. salaries, or commissions(up to S13.650') earned within 180 days before the
bankruptcy pétition is filed or the debtor s business ends, whichever is earlier.
11 U s e. § 507(a)(4).

G Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8).

G Contributions to an employée benefit plan. 11 U.S.C. § 507(a)(5}.
G Other. Specify subsection of 11 U.S.C. § 507(a)( )that applies.

' Amounts are subject lo adjustment on 4/01/22 and every 3 years after that for cases begun on or after the date of adjustment.

Sign Below

The person completing Check the appropnate box
this proof of daim must
sign and date it. G I am the créditer.
FRBP 9011(b). ^ I am the creditor's attorney or authorized agent.
if you file this daim G I am the trustée, or the debtor, or iheir authorized agent. Bankruptcy Ruie 3004.
electronically. FRBP
5005(a)(2) authorizes courts
G I am a guarantor, surely. endorser, or other codebtor. Bankruptcy RuIe 3005.
to establish local ruies
spedfying what a signature
is.
I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculating the
amount of the daim, the créditer gave the debtor crédit for any payments received toward the debt.
A person who files a
fraudulent daim could be I have examtned the information m this Proof of Oaim and have a reasonable belief that the information is true
fined up to $500,000, and correct.
imprisoned for up to 5
years, or both.
I déclaré under penalty of perjury that the foregoing is true and correct.
18 U.S.C. §§ 152, 157, and
3571.
Executed on date 10/23/2019
MM / DD I YYYY

Signature

Print the name of the person who is completing and signing this daim:

Narre
Debra Lee Allen
First name Middie name Last name

Title
Member

Company Spilman Thomas & Battle
Identify the corporate servicer as the company if the authorized agent is a servicer

Address
48 Donley Street, Suite 800
Number Street

Morgantown WV 26507
City State ZIP Code

Contact phone 304.216.5835 Email dallen@spilmanlaw.com

Officiai Form 410 Proof of Claim page 3
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In re Panthera Enterprises, LLC
Case No. 2:19-bk-00787
Northem District of West Virginia
Filing Date: September 13, 2019

Summary of Claim of
West Virginia Economie Development Authority

Loan # 55-01-01, as of9/13/2019:
Principal $ 4,229,090.48
Interest 448.064.50
TOTAL $ 4,677,154.98

Loan # 55-02-01, as of9/13/2019:
Principal $ 1,601,447.07
Interest 152.994.02
TOTAL $ 1,754,441.09

Attorneys Fees and Costs: $ 45,584.40

Total Amount of Claim; $6,477,180.47

Should there be a détermination that the West Virginia Economie Development Authority
("WVEDA")is oversecured, its claim shall also include post-petition interest and attorneys' fees
and costs. Loan # 55-01-01 bas an interest per diem of$502.86 and loan # 55-02-01 bas an
interest per diem of$170.24.

WVEDA reserves tbe rigbt to amend, modify, and/or supplément tbis Proof of Claim, and
otberwise reserves ail of its rigbts and remedies, including attorneys' fees and costs, against tbe
Debtor, and any and ail guarantors of tbe Debtor's obligations to tbe WVEDA.

Tbe following documents evidence tbe indebtedness and WVEDA's security interests:

1. Loan Agreement dated August 21,2013;
2. Promissory Note, $5,000,000.00, dated August 21,2013;
3. Crédit Line Deed of Trust and Fixture Filing (recorded), dated August 21, 2013;
4. Collatéral Assignment of Leases and Rents (recorded), effective August 21,2013;
5. Loan Agreement dated July 2, 2014;
6. Promissory Note, $1,871,505.00, dated July 2, 2014;
7. Crédit Line Deed of Trust and Fixture Filing (recorded), dated July 2, 2014;
8. Collatéral Assignment of Leases and Rents (recorded), effective July 2,2014;
9. Forbearance Agreement dated July 6, 2018.
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Exhibit A-1

Loan Agreement dated August 21,2013
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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Agreement") dated as of the 21st day of

August, 2013, by and between TENX CROUP LLC, a Delawai-e limited iiability company

("Borrower"), the WEST VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY, a
West Virginia public corporation ("WVEDA"), GLOBAL MATIUIX CORPORATION, a

Virginia corporation ("Global Matrix"), PONS MILVIUS LLC, a Delaware limited Iiability
company ("Pons Milvius" and together with Global Matrix, the "Company Guarantors"),
JAMES V, PUNELLI and RAYMOND C. JONES (collectively, the "Personal Guai'antors"

and together with the Company Guarantors, collectively, the "Guarantors").
WHEREAS, Borrower intends to acquire the security opérations training facility

previoLisly operated as Moorefield Training Center located at 2506 Fish Pond Road in
Moorefield District, Old Fields, Hardy County, West Virginia, being more particularly described

in Exhibit A attached hereto and incorporated herein by reference (the real property, the

buildings, the structures and ail other improvements and appartenances situate thereon are
collectively referred to as the "Property" and the acquisition by the Borrower of the Property is
referred to as the "Project");

WHEREAS, Borrower intends to lease the Property to its wholly-owned

subsidiary, Panthera Training Center LLC, a Delaware limited Iiability company ("Panthera ),
pursuant to the ternis of a Commercial Lease dated August 1, 2013, between Borrower, as lessor,
and Panthera, as lessee (the "Lease Agreement");

WHEREAS, Borrower lias applied to WVEDA for a loan in the maximum

principal amount of $5,000,000 to be used to permanently finance a portion of the costs of the
Project;
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WHEREAS,a loan in the amount of $5,000,000 was approved by WVEDA upon

those terms and conditions set forth in WVEDA's loan commitment letter dated July 19,2013,as

supplemented by its tlnal approval letter to Borrower dated August 15, 2013, both of which are
incorporated herein by reference in their entirety (collectively, the "Commitment");

WHEREAS, Borrower bas assumed certain indebtedness of the former owner of

the Property and lias executed promissory notes made payable to certain creditors of the former
owner (collectively, the "Siibordinated Noteholders"), in the aggregate principal amount of
$3,512,000 (the "Subordinated Notes"), which shall be subordinated to the WVEDA Note (as
hereinafter defined), as to both collatéral, if any, and repaymcnt;

WHEREAS,the total cost of the Project is at least $9,712,000;

WHEREAS, Borrower bas contributed at least $1,200,000 of equity towards the

Project; and

WHEREAS, Borrower represents and warrants to WVEDA that ail proceeds

from the WVEDA Loan (as hereinafter defined) shall serve as permanent fmancing for the
Project.

NOW,THEREFORE, in considération of the premises set forth above and the

mutual covenants and agreements herein contained, the parties hereto covenant and agree to and
with each other as follows:

A. Financing

WVEDA agréés to make a loan to Borrower to permanently finance a portion of
the costs of the Project, under the following terms:

1. WVEDA shall make a loan to Borrower (the "WVEDA Loan"), evidenced

by a negotiable promissoi'y note (together with ail amendments, renewals, extensions.
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substitutions and modifications thereof, the "WVEDA Note") in the principal amount of Five

Million and 00/100 Dollars ($5,000,000.00), with a term of fifteen (15) years, bearing interest at

a rate set at Closing equal to the rate from the previous business day of a 20-year term U. S.

Treasury Security plus three-fourths percent (0.75%), as such rate is stated in the Daily Treasury

Yield Curve Rates section of the U. S. Treasury officiai website (www.ustreas.aov).

2. The WVEDA Loan shall be repaid in consécutive monthly installments

over a period of one hundrcd eighty(180) months bearing interest at the rate fixed at Closing and

amortized over the entire term of the WVEDA Loan. The first monthly installment shall be due

thirty (30) days from the date of the WVEDA Note and monthly installments shall be paid on the

same day of each succeeding month thereafter until the 1 BOth and final installment, at which time

ail principal and accrued interest shall be due and payable by Borrower in full. The WVEDA

Loan may be pre-paid, in whole or in part, at any time, without penalty.

3. Any payment due to WVEDA under this Agreement or the WVEDA Note

and not made within ten (10) days of its due date may be subject to a late charge equal to five

percent(5%)of the monthly payment due. An additional five percent(5%) may be charged for
each successive month the payment remains past due. This late payment charge shall apply

individually to ail payments due and therc shall be no daily pro-rata adjustment. Ail late charges

accrue to the benefit of WVEDA and are in addition to, not in lieu of, the continuing accrual of

interest.

4. The WVEDA Loan shall not represent more than fifly one and one-half

percent(51.5%) ofthe total cost of the Project.

5. The proceeds of the WVEDA Loan shall be used by Borrower only as

permanent fmancing for the Project and not as construction or working capital financing.
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6. At Closing, WVEDA shall disburse the proceeds of the WVEDA Loan

pursuant to proper wiring instructions received from Borrower.

7. For purposes of this Agreement and ail documents rcfcrrcd to herein, the

term "Closing" shall mean the date of this Agreement.

B. Securitv Interests

1. Borrower shall grant WVEDA a first priority deed of trust lien in the

Property, together with ail improvements and fixtures thereto, and ail appartenances thereunto

appertaining, by proper crédit line deed of trust and fixture filing (together with ail amendments,

renewals, extensions, substitutions and modifications thereof, the "WVEDA Deed of Trust") to

secure ail principal, accrued interest and other sums due and owing to WVEDA under the

WVEDA Loan and the performance of ail obligations of Borrower and Guarantors under the

WVEDA Loan Documents(as hereinafter defmed).

2. Borrower shall grant WVEDA a first priority security interest in ail

existing and future leases and ail rents, issues and profits relating to or arising from the Property,

by proper Collatéral Assignment of Leases and Rents (together with ail amendments, renewals,
extensions, substitutions and modifications thereof, the "WVEDA Lease Assignment"), to secure

the payment of ail principal, accrued interest and other sums due and owing to WVEDA under

the WVEDA Loan and the performance of ail obligations of Borrower and Guarantors under the
WVEDA Loan Documents.

3. Borrower shall cause Guarantors to jointly and severally, irrevocably,

imconditionally and absolutely guarantee payment of the WVEDA Loan and Borrower's and

Guarantors' performance under the terms and conditions of this Agreement and the other
WVEDA Loan Documents pursuant to the terms of those certain Guaranties of cven date
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hercwith by and belween each Guarantor and WVEDA (together with ail amendments, renewals,

extensions, substitutions and modifications thereof, collectively, the"WVEDA Guai'anties").

C. Conditions Precedent to Financing

The obligation of WVEDA to make the loan hercin contemplated is subject to the

following conditions precedent:

1. Delivery of resolutions duly adopted by Borrower and each Company

Guarantor approving the WVEDA Loan, the performance of this Agreement and the transactions

contemplated herein, accompanied by a certification of the managers, members or authorized

officer of Borrower and each Company Guarantor stating that such resolutions are true and

correct, have not been altered, amended or repealed, and are in full force and effect.

2. Execution and delivery (and as appropriate, filing, registration or

recordation) of ail documents evidencing the WVEDA Loan and creating the liens and security

interests contemplated herein, including, but not limited to, this Loan Agreement, the WVEDA

Note, the WVEDA Deed of Trust, the WVEDA Lease Assignment and the WVEDA Guaranties

(collectively, the"WVEDA Loan Documents").

3. Delivery of an opinion of counsel to Borrower and Guarantors which

addresses such matters required by WVEDA of Borrower and Guarantors with respect to the

transactions contemplated hercin and in the other WVEDA Loan Documents, which shall be in

form and substance satisfactory to WVEDA in its sole discrétion,

4. Deliver}' of certificates of insurance which evidence that the insurance

policies required by this Agreement, the Commitment and any of the other WVEDA Loan
Documents have been obtained and are in full force and effect as of the date hereof.
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5. Delivery of a Certificate of Good Standing for Bon-ower and Panthera

froni the West Virginia Bureau of Employment Programs for unemployment coverage from the

Unemployment Compensation Division

6. Delivery of evidence of workers' compensation coverage for Panthera.

7. Delivery of Borrower's Certificate of Formation, certified by its

managers.

8. Delivery of Borrower's Operating Agreement, certified by its managers.

9. Delivery of a Certificate of Existence for Borrower issued by the Secretary

of State of the State of Delaware.

10. Delivery of a Certificate of Authority for Borrower issued by the Secretary

of State of the State of West Virginia.

11. Delivery of Global Matrix's Articles of Incorporation, certified by its

corporate secretary or other authorized officer.

12. Delivery of Global Matrix's Bylaws, certified by its corporate secretary or

other authorized officer.

13. Delivery of a Certificate of Good Standing for Global Matrix issued by the

Virginia State Corporation Commission.

14. Delivery of Pons Milvius' Certificate of Formation, certified by its

manager.

15. Delivery ofPons Milvius' Operating Agreement, certified by its manager.

16. Delivery of a Certificate of Existence for Pons Milvius issued by the

Secretary of State of the State of Delaware.
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17. Delivery of the fînancial statements of Borrower and Guarantors, in form

and substance acceptable to WVEDA.

18. Execution and delivery of a certificate certified by the members of

Borrower certifying that the equity contribution to the Project is at least $1,200,000.

19. Delivery of a copy of the executed Real Estate Sales Agreement between

Renick C. Williams and Betty P. Williams, his wife, and Borrower.

20. Delivery of a copy of the recorded Deed conveying title to the Property to

Borrower.

21. Delivery of a copy ofthe légal description for the Property.

22. Delivery of a title insurance policy for the Property, in form and substance

satisfactory to WVEDA in its sole discrétion, without any exceptions as to survey or mechanic's

liens.

23. Delivery of an as-built survey of the Property, prepared by a registered

professional engineer or land surveyor showing boundary lines, encroachments and completed
improvements located thereon, including al! streets, alleys, rights ot way, easements and other

statements of fact acceptable to WVEDA.

24. Either a certificate of flood insurance or a certification by a registered

engineer or licensed surveyor that the Property is outside the 100-year flood plain.
25. Delivery of an executed copy of the Lease Agreement between Borrower

and Panthera, the terms of which must be satisfactory to WVEDA in its sole discrétion both as to

form and substance.

26. Execution and delivery by Panthera of a Consent, Estoppel, Subordination,

Nondisturbance and Attornment Agreement.
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27. Delivery of an appraisal of the Property.

28. Delivery of copies of ail invoices for the Project.

29. Delivery of copies of ail Subordinated Notes and any settlement

agreements, releases, other agreements, documents or instruments entered into between Borrower

and/or Panthera and the Subordinated Noteholders.

30. Reeeipt at Closing of the title insurance poiiey premium.

31. At or prior to Closing, payment of WVEDA's légal fees and expenses

incurred in connection with the WVEDA Loan.

32. Such other documents, agreements, instruments or eertifieates as WVEDA

may reasonably request.

D. Représentations and Warranties

Borrower and Guarantors hereby represent and warrant to WVEDA as follows:

1. Borrower is a duly organized and validly existing limited liability

Company under the laws of the State of Delaware. AH applicable fees and taxes have been timely

paid by Borrower to the State of Delaware and the State of West Virginia, and Borrower is in

good standing with the Delaware Secretary of State. The Borrower has the power and authority
necessary to own its propeities and to eonduct its business as it is presently condueted in the

State of Delaware and the State of West Virginia.

2. Each Company Guarantor is a duly organized and validly existing

corporation or limited liability company under the laws of its respective state of formation or
incorporation. Ail applicable fees and taxes have been timely paid by each Company Guarantor

to its respective state of formation or incorporation, and each Company Guarantor is in good
standing in its respective state offormation or incorporation.
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3. The exécution, delivery and performance of this Agreement and ail other

documents and writings referred to herein to which the Borrower is a party (a) are within

Borrower's company powers, (b) have been duly authorized by Borrower and (c) are not in

contravention of the law, the terms of ils articles of organization, operating agreement or any

indenture, agreement or undertaking to which Borrower is a party or by which Borrower is

bound.

4. The exécution, delivery and performance of this Agreement and ail other

documents and writings referred to herein to which each Company Guarantor is a party (a) are

within each of their company powers,(b) have been duly authorized by each Company Guarantor

and (c) are not in contravention of the law, the terms of its respective articles of organization or

articles of incorporation (as applicable), operating agreement or bylaws (as applicable) or any

indenture, agreement or undertaking to which each Company Guarantor is a party or by which

each Company Guarantor is bound.

5. Borrower's exact légal name is as set forth in this Agreement. Borrower

has not been known as or used any other company,corporate, fictitious or trade name in the past,

nor has it been the surviving entity of a merger of consolidation.

6. AU information at any time furnished to WVEDA by Borrower and

Guarantors conceming their respective tinancial condition or otherwise for the purpose of

obtaining the WVEDA Loan has been prepared in accordance with generally accepted accounting
principles applied on a basis consistent with that of prior fmancial periods, is true and correct,
and fairly discloses their respective financial condition as of the date of each such statement.
There has been no material adverse change in Borrower's or any Guarantor s respective financial

condition subséquent to the date of the most récent applicable financial statement supplied to
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WVHDA. Neither Borrower nor any Guarantor has any liabilities, contingent or otherwise,

involving material amounts exccpt as disclosed in such financial statements.

7. This Agreement constitutes, and any other document required to be given

by Borrower or Guarantors hereunder will, when delivered, constitute its or his légal, valid and

binding obligation enforceable against Borrower or Guarantors in accordance with the respective

terms of such document, subject to applicable bankruptcy, insolvency, reorganization,

moratorium or other laws in effect from time to time affecting the rights of creditors generally

and except to the extent that the enforceability thereof may be limited by the application of

général principles of equity,

6. No litigation or daim, including those for unpaid taxes, is pending or

threatened against Borrower or any Guai-antor and no other event has occurred which may

materially affect adversely their respective financial condition or assets. Moreover, no material

fact exists that has not been disclosed to WVEDA that would have a material adverse effect on

the respective properties, business, prospects or financial condition of Borrower or any

Guarantor.

7. To the best of Borrower's knowledge, no release of or other contamination

by a "Hazardous Substance" (as defined in Section E.ll.) has occurred at the Property and no
condition, activity or conduct exists on or in connection with the Property which constitutes a

violation of any "Environmental Laws"(as defined in Section E.11.).

8. Borrower or its lessee, Panthera, has obtained ail necessary fédéral, state

and local permits, licenses, authorizations and approvals for their présent and intended use of the
Property and the présent and intended conduct oftheir respective busincsses and opérations.
E. Affirmative Covenants

10
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So long as this Agreement is in effect and any part of the WVEDA Loan to

Borrovver is outstanding, Borrower and Guarantors shall:

1. Promptiy inform WVEDA in writing of(a) al! material adverse changes in

Borrower's or any Guarantor's tlnancial condition, and (b) ail daims and ail threatened litigalion

and daims relating to Borrower or any Guarantor which could materially affect its or his

financial condition.

2. Upon prior written request and, in any case, within thirty (30) days after

the close of each quarteiiy fiscal period, provide WVEDA with a copy of the unaudited or

internai financial statements of Borrower, each Company Guarantor and Panthera. Each

statement submitted to WVEDA must be signed by a duly authorized member or manager of the

submitting entity and shall be prepared in accordance with générally accepted accounting

principles consistently applied by its accountant. Borrower shall, and shall cause Panthera to,

and each Company Guai'antor shall provide to WVEDA annually, as soon as available, but in any

event within one hundred twenty (120) days after the close of its respective fiscal year, a full and

complété signed copy of its year-end audited financial statements prepared by a certified public

accounting firm acceptable to WVEDA, which report shall include a balance sheet as of the end

of such year and a statement of profit and loss reflecting the results of its opérations during such
year.

3. Upon the written request of WVEDA, furnish to WVEDA additional

information such as financial statements, lists of assets and liabilities, agings of receivables and

payables, rental receipts, inventory schedules, budgets, forecasts, tax returns, royalty agreements,

licenses, and other documents with respect to Borrower's, Panthera's or Guarantors' financial

condition or business opérations, as applicable.

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4. Maintain' fire and other risk insurance which shall contain a "New York

Standard Mortgage Clause" or ils équivalent, public liability insurance, and such other insurance

as WVEDA may require with respect to Borrower's properties and opérations, in form and

amounts, and with coverage and insurance companies reasonably acceptable to WVEDA. Unlcss

Borrower has provided WVEDA with evidence that the Property is not locatcd within a spécial

flood hazard area, Borrower shall provide WVEDA with evidence that Borrower has obtained

Fédéral Flood Insurance in amounts and with coverage satisfactory to WVEDA. Upon

WVEDA's request, Borrower will deliver to WVEDA, from time to time, the policies or

certificates of insurance required under this Agreement in a form satisfactory to WVEDA,

including stipulations that coverage will not be canceled or diminished without at least thirty (30)

days' prior writlen notice to WVEDA. In connection with ail policies covering assets in which
WVEDA holds or is otfered a security interest to secure the WVEDA Loan, Borrower will

provide WVEDA with such loss payable or other endorsements as WVEDA may require.
Borrower agréés to assign to WVEDA ail sums, including, without limitation, return of
premiums, which may become payable under any and ail of Borrower's policies of insurance on
the Property, and upon WVEDA's request, direct each insurance company issuing any such
policy to make payment therefrom directly to WVEDA. Notwithstanding any provision to the
contrary, WVEDA shall release to Borrower, if not in default hereunder, any such fire and
casualty insurance proceeds received by it hereunder for the purpose of repair or replacing any
property so damaged or destroyed. Borrower shall and shall cause Panthera and any future lessee
of the Property to, maintain proper unemployment compensation and workers' compensation
coverage and other insurance against other risks as are commonly insured against by companies

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in similar types of business, ail in a manner satisfactory to WVEDA, and shall provide such

information as WVEDA may reasonably request to evidence that such coverages are in place.

5. Furnish to WVEDA, upon request, reports on each existing insurance

policy showing such information as WVEDA may reasonably request, including, withoul

limitation, the following:

(a) the name of the insurer;
(b) the risks insured;
(c) the amount of the insurance policy;
(d) the properties insured;
(e) the then-current property values on the basis of which insurance
has been obtained, and the manner of determining those values;
and

(0 the expiration date of the policy.
In addition, upon request of WVEDA, Borrower will have an independent appraiser satisfactory
to WVEDA déterminé, as applicable, the actual cash value or replacement cost of the Property, at

Borrower's expensc, provided that WVEDA may not request such appraisals more than once per

year.

6. Apply ail proceeds from the WVEDA Loan to permanently finance a

portion of the costs of the Project.

7. Pay and discharge when due ail of Borrower's indebtedness and

obligations, including, without limitation, ail assessments, taxes, govemmental charges, levies
and liens of every kind and nature, imposed upon its properties, leases, income, or profits, prior
to the date on which penalties would attach, and ail lawful daims that, if unpaid, may become a
lien or charge upon any of its properties, leases, income or profits; provided, however, Borrower
will not be required to pay and discharge any such assessment, tax, charge, levy, lien or daim so

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long as (a) the legality of the same shail be contested in good faith by appropriate proceedings,

and (b) Bon-ower shail bave established on its books adéquate reserves with respect to such

contested assessment, tax, charge, levy, lien, or daim in accordance with generally accepted

accounting practices, Upon the demand of WVEDA, Borrower will furnish to WVEDA

evidence of payment of the assessments, taxes, charges, levies, liens and daims and will

authorize the appropriate governmental officiai to deliver to WVEDA at any time a written

statement of any assessments, taxes, charges, levies, liens and daims against its properties,

leases, income or profits.

8. Perform and comply with ail terms, conditions and provisions set forth in

this Agreement and in ail other WVEDA Loan Documents in a timely manner.

9. Borrower shail conduct its business affairs in a reasonable and prudent

manner and in compliance with ail applicable fédéral, state and municipal laws, ordinances, rules
and régulations respecting its properties, leases, charters, businesses and opérations, including,
but not limited to, if applicable, compliance with ail minimum funding standards and other
requirements of the Employée Retirement Income Security Act of 1974, as amended, and other
laws applicable to its employée benefit plans.

10. Permit WVEDA, or its désignées, at any reasonable time to inspect the

Property or any other collatéral for the WVEDA Loan, and examine and audit Borrower's books,
accounts and records, and make copies and memoranda of its books, accounts, and records. If
Borrower now or at any time hereafter maintains any records (including, without limitation,
computer generated records and computer programs for the génération of such records) in the
possession of a third party, then it shail, upon request of WVEDA, notify such party to permit

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WVEDA free access to such records at ail reasonable times and to provide WVEDA with copies

of any records it may request, ail at Borrower's expense.

11. In regard to environmental compliance, the following définitions shall

apply for purposes of this Agreemcnt:

"Environmental Law" shall mean any fédéral, state or local statute, régulation or

ordinance or any judicial or administrative decree or décision now or hereafter promulgated with

respect to any "Hazardous Substance" (as hereinafter defîned), drinking water, ground water,

landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm

water runoff, waste émissions, or wells. Without limiting the generality of the foregoing, the

term Environmental Law shall encompass each of the following statutes, as may be amended

from time to time, and ail régulations from time to time promulgated thereunder: the

Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codifîed in

scattered sections of 26 U.S.C., 33 U.S.C., 42 U.S.C. and 42 U.S.C. §9601, et seq.); the Clean

Water Act of 1977(33 U.S.C. §1251, et s^.); the Clean Air Act(42 U.S.C. §7401, et seq.); the

Resource Conservation and Recovery Act of 1976(42 U.S.C. §6901, et seq.); the Safe Drinking

Water Act (21 U.S.C. §349, 42 U.S.C. §§201 and 300f through 300j-9); the Toxic Substances

Control Act (15 U.S.C. §2601, et ^.); the West Virginia Water Pollution Control Act(W. Va.

Code §22-11-1, et seq.); the West Virginia Hazardous Waste Management Act(W. Va. Code
§22-18-1, et ^.); the West Virginia Solid Waste Management Act(W. Va. Code §22-15-1, et
seq.); the West Virginia Underground Storage Tank Ad (W. Va. Code §22-17-1, et seq.); the
West Virginia Groundwater Protection Act (W. Va. Code §22-12-1, et seq.); and the West
Virginia Air Pollution Control Act(W. Va. Code §22-5-1, et seq.).

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"Release" shall mean any spilling, leaking, pumping, emitting, emptying,

discharging, injecting, storing, escaping, leaching, dumping, buiying, abandoning, or disposing

into the environment by Borrower or any predecessor in intcrest of Borrower or any lessee of
Borrower, under or in any way involving or affecting the Property.

"Hazardous Substance" shall mean each and every element, compound, chemical

mixture, petroleum and gas producl, substance, contaminant, pollutant, including, without
limitation, substances which are loxic, carcinogenic, ignitable, coiTosive or otherwise dangerous

to human, plant or animal health or well-being, and any other substance defined as a "hazardous

substance,""hazardous waste," "hazardous material," "toxic material," "toxic waste," or "spécial

waste" under any Environmental Law and any other substance which by law requires spécial
handling in its collection, storage, treatment or disposai.

(a) Borrower shall, and shall cause any lessee of the Property to,

comply with ail Environmental Laws and obtain ail necessary environmental authorizations and
approvals from the appropriate governmental agencies for its présent and intended uses of the
Property.

(b) If Borrower or any lessee of the Property receives any notice of(i)

a Release of any Hazardous Substance, notification of which must be given to any governmental
agency under any Environmental Law, or notification of which has, in tact, been given to any
governmental agency, or (ii) any complaint, order, citation or notice with regard to air émissions,
water discharges, or any other environmental health or safety matter affecting Borrower, Panthera
or any other lessee of the Property (an "Environmental Complaint") from any person or entity,
including, without limitation, the Environmental Protection Agency ("EPA"), then Borrower or

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its lessee shall immediately notify WVEDA orally and in writing of said Release, complaint,

order, citation or notice.

no obligation to inspect the Property and ail improvements located thereon, including the right to

perform tests thereupon and take samples therefrom during reasonable business hours to

détermine whether Hazardous Substances exist thereupon and whether Borrower and its lessees

are in compliance with ail applicable Environmental Laws.

(d) Borrower shall indemnify, defend and hold WVEDA harmless

from any actions, liabilities, daims, causes of action, responsibilities, obligations, assessments,

citations, fines or penalties arising from or related to any Release of Hazardous Substance or any

violation of any Environmental Laws with regard to the Property.

12. Borrower shall notify WVEDA at least twenty (20) days prior to such

event of any change in its exact légal name or of any change in its business location or its state of
formation.

13. Bon-ower and Guarantors shall provide WVEDA, upon request and not

more often than annually, with a certificate certifying that the représentations and warranties set
forth in this Agrcement are true and correct and thaï Borrower and Guarantors are in compliance
with its or his covenants hereunder as of the date of the certificate and further certifying that, as

of the date of the certificate, no default exists under this Agreement.

14. Borrower, Panthera and Guarantors, as applicable, shall make, execute and

deliver to WVEDA such promissory notes, crédit line deeds of trust and fixture filings, collatéral
assignment of leases and rents, subordination agreements, and other documents and agreements
as WVEDA, or its attorneys, may reasonably request to evidence and secure the payment of the

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WVEDA Loan and to create and perfect ail liens described herein. Moreover, at the request of

WVEDA, Borrower, Panthera and Guarantors will promptly and duly execute and deliver such

additional documents and assurances and take such additional actions as may be necessary or

désirable in order to coiTect any defect, error or omission which may at any time be discovered or

to more effectively carry out the intent and purpose ofthis Agreement.

15. Borrower shall submit to WVEDA annually, and no later than August 31

of each calendar year, a fully completed Business Assistance Form (or any successor form)
reporting information for the opérations at the Property effective as of June 30 of that same year.
16. Ail current and future loans by members or managers of Borrower to

Borrower are and shall be fully subordinate to the WVEDA Loan, both for collatéral and

repayment, and payments thereon shall be deferred until the WVEDA Loan is paid in full.
17. AU of the loans made by the Subordinated Noteholders to Panthera and

evidenced by the Subordinated Notes shall be fully subordinated to the WVEDA Loan, both for
collatéral and repayment. Borrower hereby covenants and agréés that no payment shall be made
by the Borrower or Panthera on account of principal and interest on any Subordinated Note
unless and until payment of amounts then due and payable for principal and interest on the
WVEDA Note has been fully paid.

F. Négative Covenants

Borrower and Guarantors covenant and agree that while any part of the WVEDA

Loan is outstanding:

1. Borrower shall not(a)cease to actively carry on those activities that served

as the basis of WVEDA approval for assistance; or (b)sell, lease, transfer, encumber, pledge or
otherwise dispose of any substantial pait of its interest in the Property or in its other assets,

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which, whether in one or more transactions, would resuit in the cessation or substantial

curtailment of such business activities.

2. Neither Borrower nor any Company Guarantor shall merge or consolidate

with any person or entity unless Borrower or such Company Guarantor is the surviving entity.
3. Borrower shall not create, permit to be crcated or suffer to exist any lien

upon the Property except:(a) liens arising by opération of law in the ordinary course of business;
(b) liens arising out of pledges or dcposits under workers' compensation, unemployment
insurance, old âge pension, social security, retirement benefits or other similar législation; (c)
liens granted to WVEDA securing the WVEDA Loan; (d) subordinate liens granted to any
Subordinated Noteholder to secure Panthera's obligations under the Subordinated Notes; and (e)

such other subordinate liens to secure future tniancings as may be permitled by WVEDA in

advance and in writing.

4. Borrower shall not sell, transfer, assign, exchange or otherwise dispose of

the Property or any other collatéral for the WVEDA Loan, other than the replacement ofits assets
in the ordinaiy course of business.

5. Borrower shall not make any loans or advances to any person or entity,

including, without limitation, Borrower's members, managers, officers or employées except for
temporary advances in the ordinary course of business.
6. Borrower shall not increase the salary or compensation of its members,

managers, officers or any member of any of their immédiate families unless ail of Borrower s
debts are paid to current status and no default or Event of Default exists under the terms of this
Agreement.

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7. Borrower shall not guaranty, endorse or otherwise become directly or

contingently liable for the debts of others (including, without limitation, by way of agreement,

contingent or otherwise, to purchase, provide funds to or otherwise invest in a debtor or
otherwise to assure a creditor against loss) while a default exists with regard to the WVEDA

Loan.

8. Borrower shall not, without the advance written consent of WVEDA,

déclaré, or make, or incur any obligation or liability to make, any payment in cash or in other

assets, either as dividends or distributions upon any class of ownership interest in Borrower, or

purchase, retire, redeem or otherwise acquire for value any class of ownership interest in
Borrower if any of the following circumstances exist at that time: (a) Borrower is in detault of
any fînancial covenant relating to the WVEDA Loan;(b) Borrower is in default or is unablc to
pay its current financial obligations under any fînancing document with any of its lenders; or (c)
Borrower has failed to pay when due any governmental tax, charge, fee or assessment(subject to
the absolute right of Borrower to challenge such tax, charge, fee or assessment).
G. Events of Default

Each of the following shall constitute an Event of Default under this Agreement:

1. Borrower shall fail to pay the principal, interest or other sums due and

owing under the WVEDA Loan in accordance with the terms or time periods described herein or
in any of the other WVEDA Loan Documents.

2. Borrower or any Guarantor shall fail to observe or perform any other

agreement, term, obligation, covenant or condition contained in this Agreement or in any of the
other WVEDA Loan Documents.

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3. Any warranty, représentation or statemenl made or furnished to WVEDA

by or on behalf of Borrower or any Guarantor under this Agreement or in any of the other

WVEDA Loan Documents is false or misleading in any material respect, either now or at the

time made or furnished.

4. The commission by Borrower or any Guarantor or of any members,

managers, officers, employées or agents of Borrower ot any illégal or fraudulent act with the
intent to deceive WVEDA, including, without limitation, the falsification of Borrower's or any

Guarantor's books or records.

5. This Agreement or any of the WVEDA Loan Documents ceases to be in

full force and effect (including failure of any collatéral document to create a valid or perfected

security interest or lien) at any time and for any reason.

6. The dissolution or termination of Borrower's or any Company Guarantor's

existence as an ongoing business, Borrower's or any Guarantor's insolvency, the appointment of
a receiver for any pai't of Borrower's or any Guarantor s property that has not been released or
dismissed in sixty (60) days, any assignment for the benefit of creditors, any type of creditor
workout, the commencement of any voluntary proceeding under any bankruptcy or insolvency

laws by Borrower or any Guarantor or Borrower's or any Guarantor s written admission of its or
his inability to pay its or his debts as they become due.

7. The commencement of any involuntary proceeding under bankruptcy or

other insolvency laws against BoiTower or any Guarantor that is not dismissed within sixty (60)
days of its filing date.

8. Commencement of foreclosure, whether by judicial proceeding, self-help,

repossession or any other method, by any creditor of Borrower against BoiTOwer s interest in the

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Property or against any other collatéral for thc WVEDA Loan. However, this Event of Default
shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of
the daim which is the basis of the creditor proceeding, and if Borrower gives WVEDA written

notice of the creditor proceeding and furnishes reserves or other adéquate security for the creditor

proceeding satisfactory to WVEDA.

9. If a default or event of default shall occur and continue beyond any

applicable grâce period with respect to any other indebtedness of Borrower.

10. If 51% of the membership interest or units of Borrower ceases to be owned

by the présent members of Borrower, unless prior consent in writing is received from WVEDA.
If 51% of the membership interest or units or capital stock, as applicable, of any Company

Guarantor ceases to be owned by the présent members or shareholders of each Company

Guarantor, unless prior written consent in writing is received from WVEDA.

11. If the opérations shall cease or be significantly curtailed at the Property.

Opérations shall be "significantly curtailed" if the total employment (as measured in terms of
man hours) at the Property for any calendar quarter is less than fifty percent(50%)of the average
quaiierly employment at the Property for the previous four quarters, unless such réduction is the
resuit of causes wholly beyond the control of Borrower or its lessees.

12. Upon the sale or other transfer of the Property or any other collatéral
securing the WVEDA Loan in any manner whatsoever by Borrower to any person or entity
without the advance written consent of WVEDA.

H. Remédiés

WVEDA shall have the following remedies upon the occurrence of an Event of

Default:

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1. (a) Upon the occurrence of any Event of Default under subsections

Gl, G2, G3, G4, G5, G6, G7, G8 or G9, WVEDA shall first be required to give written notice of

such default to Borrower. Borrower, in such event, will have thirty (30) days following the

mailing of such notice to cure the Event of Default. If one or more Events of Default shall occur

and is not cured within the 30-day period, then WVEDA, at its option, may dcclare the entire

unpaid principal of its loan, together with ail unpaid accrued interest and ail other sums due and

owing thereon, immediately due and payable and proceed under the terms of this Agreement or

any other WVEDA Loan Document.

(b) Upon the occurrence of any Event of Default under subsections

GIO, Gll or G12, WVEDA, at its option, may déclaré the entire unpaid principal of the

WVEDA Loan, together with ail unpaid accrued interest and ail other sums due and owing

thereon, immediately due and payable and proceed under the terms of this Agreement or any

other WVEDA Loan Document.

2. Upon the occurrence of an Event of Default which is not timely cured as

provided herein, WVEDA may, at its option, also pursue any available remedy at law or in
equity, by suit, action or other proceeding to enforce or compel the performance of the duties and
obligations of Borrower and Guarantors and WVEDA may pursue any remedies set forth in any
other WVEDA Loan Document.

3. No remedy conferred upon or reserved to WVEDA herein is exclusive of

any other remedy, and each and every such remedy shall be cumulative and shall be in addition to
any other remedy given now or hereinafter existing at law or in equity or by statute.

I. Miscellaneous Provisions

The parties agree to the following miscellaneous provisions:

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1. This Agreement constitutes the entire understanding and agreement of the

parties as to the matters set forth in this Agreement, except for the Commitment which has been

incorporated hercin by reference. In the event of a confiict between the terms of this Agreement

and the Commitment, the terms of this Agreement shall prevail. No altération of or amendment

to this Agreement shall be effective unless made in writing and signed by the party or parties

sought to be charged or bound by such altération or amendment.

2. The forum having proper jurisdiction and venue to adjudieate any claim,

dispute or default whieh may arise out of this Agreement or the performance of the transactions
contemplated hereby shall be the Circuit Court of Kanawha County or the United States District

Court for the Southern District of West Virginia. The pai'ties expressly submit and irrevocably

consent to such jurisdiction and venue and specifically waive any and ail rights they may have to

contest such jurisdiction or venue of the above-mentioned forums and to demand any other

forums; provided, however, that nothing in this section shall affect the right of WVEDA to serve

process in any manner permitted by law or limit any right that WVEDA may have to bring
proceedings against any party hereto in the courts of any other jurisdiction or to enforce in any
lawful manner a judgment obtained in one jurisdiction in the courts of any other jurisdiction.
3. Borrower agréés to pay upon demand, at Closing or prior thereto, ail of the

reasonable expenses incurred by WVEDA in connection with this Agreement and ail other loan
documents or in connection with the loans made pursuant to this Agreement, including, but not

limited to, reasonable attorneys' fees; provided that Borrower's obligation to pay WVEDA's

attorneys' fees incurred in connection with the documentation and closing of the WVEDA Loan
shall not cxcced the greater of $2,500.00 or 1% of the principal amount of the WVEDA Loan,
except as otherwise set forth in the Commitment. WVEDA may retain someone else to help

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collect its loans and to enforce this Agreement and Borrower will pay for those reasonable costs

and services. This includes the reasonable attorneys' fees and légal expenses of WVEDA,

whether or not there is a lawsuit, including reasonable attorneys' fees for bankruptcy proceedings

(including efforts to modify or vacate any automatic stay or injunction), appeals, and any
anticipated post-judgment collection services. Borrower will also pay any court costs, in addition
to ail other sums provided by law.

4. Ail notices to be served hereunder shall be in writing and shall be

sufficiently given when mailed by first class mail to the following addresses:
(a) WEST VIRGINIA ECONOMIC DEVELOPMENT
AUTHORITV
NorthGate Business Park
180 Association Drive
Charleston, West Virginia 25311-1217
Attention; Executive Director

(b) TENX GROUP LLC
1900 Campus Gommons Drive
Suite 100
Reston, Virginia 20191
Attention: James V. Punelli and Raymond G. Jones, Managers

(d) PONS MILVIUS LLC
11654 Plaza America Drive,# 320
Reston, Virginia 20190
Attention; James V. Punelli

(e) JAMES V.PUNELLI
11654 Plaza America Drive, #320
Reston, Virginia 20190

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(f) RAYMOND C. JONES
43787 Bent Creek Terrace
Leesburg, Virginia 20176

In addition, notice shall be deemed sufficiently given if Ihe notice is transmitted by telecopy to
the appropriate party's principal place of business or if the notice is served in a manner
prescribed by the laws of the State of West Virginia for the service of a summons in a civil
action.

5. If a court of compétent jurisdiction fmds any provision of this Agreement
to be invalid or unenforccable as to any person, entity or circumstance, such finding shall not
render that provision invalid or unenforceable as to any other persons, entities or circumstances.
If feasible, any such offending provision shall be deemed to be modified in order to comply with
the limits of enforceability or validity; provided, however, if the offending provision cannot be so
modified, it shall be stricken and ail other provisions of this Agreement in ail other respects shall
remain valid and enforceable.

6. Ali warranties, représentations, covenants and indemnities made by
Borrower and Guarantors in this Agreement or in any certificate or other instrument delivered by
Borrower or Guarantors to WVEDA under this Agreement shall be considered to have been
relied upon by WVEDA and will survive the making of the WVEDA Loan and the delivery to
WVEDA of the related documents, regardlcss of any investigation made by WVEDA or on its
behalf. The warranties, covenants and indemnities set forth in this Agreement may be assigned
or otherwise transferred by WVEDA to its successors and assigns and to any subséquent
transférée of ail or any portion of the WVEDA Loan, through or under WVEDA, without notice
to Borrower or Guarantors and without any further consent of any other person or entity.
7. Time is ofthe essence in the performance of this Agreement.

8. WVEDA shall not be deemed to have waived any rights under this
Agreement unless such waiver is given in writing and signed by a duly authorized offîcer of
WVEDA. No delay or omission on the part of WVEDA in exercising any right shall operate as a
waiver of that right or any other right. A waiver by WVEDA of a provision of this Agreement

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shall not préjudice or constitute a waiver of its right to otherwise demand in the future strict
compliance with that provision or any other provision of this Agreement. No prior waiver by
WVEDA, nor any course of dealing between it, or any officer or agent thereof, and Borrower
shall constitute a waiver of any of its riglits or of any obligations of Borrower. Whenever the
consent of WVEDA is required under this Agreement, the granting of such consent by WVEDA
in any instance shall not constitute continuing consent in subséquent instances where such
consent is required and in ail cases such consent may be granted or withheld in the sole discrétion
of WVEDA.

9. This Agreement shall be binding upon and shall inure to the benefit of the
parties and their personal représentatives, heirs, successors and assigns; provided, however, that
Borrower and Guarantors may not assign or transfer any rights or obligations hereunder without
the prior written consent of WVEDA.

10. This Agreement shall continue in full force and effect so long as any
portion of the WVEDA Loan remains outstanding or has not been fully and finally paid,
performed or satisfied.

11. WVEDA may sell, transfer or otherwise assign ail or any part of its right,
title and interest in and to this Agreement, the loans made hereunder or any of the related loan
documents without the consent of Borrower or any Guarantor.

12. This Agreement may be executed in counterparts, each of which shall be
deemed an original and ail of which shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.

[Remainder ofPage Intentionally Left Blank]

27
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IN WITNESS WHEREOF, Borrower, WVEDA and Guarantors have caused this

Agreement to be executed individually or by their duly authorized officers or managers as of the

day and year first above written.

BORROWER: TENX GROUP LLC,
a Delaware limited liability company

By:
Nam^^-^fimes V. Punelli
Its: Manager

By:
Name: Raymond
Its: Manager

LENDER: WEST VIRGINIA ECONOMIC
DEVELOPMENT AUTHORITY,
a West Virginia public corporation

By:
Name: David A. Wamer
Its: Executive Director

GUARANTORS: GLOBAL MATRIX CORPORATION,
a Virginia corporation

By:
Name: Raymond C.yones
Its:

PONS MILVIUS LLC,
a Delaware limited liability company

By: ^
Nan)iii<f^nés V. Punelli
l(^ Manager

28
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of 47

GUARANTORS:
V. Punelli

Raymond C. Jones

5124837(1916.756)

29
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EXHIBITA

LEGAL DESCRIPTION OF PROPERTY

(See Attached)
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DESCRIPTION OF SURVEY
FOR
MOOREFIELD TRAINING CENTER

689 40 ACRES - PART OF TAX MAP 203 PARCEL 8
BOTH SIDES OF COUNTY ROUTE 220/8

A tract ofland in Mooreficld.District, Hardy County, West Virginia situated 2.1
miles west of Old Fieids, WV on the both sides of County Route 220/8, on the drains of
Anderson Run and being more particularly described as follows:(AU bearings are WV
State Plane Grid North Zone)

BEGINNÏNG at a 5/8" rebar capped Lantek found in fence on the south side of
Corridor H being 330 feet from center and corner to Kennie Crites Heirs DB 80/262,
thence leaving Crites and with Corridor H right of way for 2 calls
S 11° 26' 15" E 1393.08 feet to a 3/4" rebar found 334 feet south from Corridor H
centerline, thence

S 40° 00' 35" E 396.18 feet to a 1" rebar found on the southwest base of a 6"fence post
461 feet southwest from Corridor H centerline and corner to a Wetland Area DB244/608,
thence leaving the Corridor H right of way and with the Wetland Area for 3 calls
S 14° 52' 14" W 578.00 feet to a 5/8"x30" capped rebar set, thence .

S 45° 35' 21" W 1139.65 feet to a 1" rebar found, thence

S 44° 26' 20" E 324.57 feet to a rebar found capped WVDOT,corner to WVDOH
DB 287/63 non-controlled right of way, thence leaving the Wetland and with non-
controlled right of way for 2 calls

S 50° 49' 37" E 975.05 feet to a y4" capped WVDOT rebar found on a flàt ridge, thence
S 8''° 03' 33" EU 10.87 feet to a 3/4" capped WVDOT rebar found, corner to WVDOH
controlled right of way for Corridor H in DB 287/67,thence leaving non-controlled right
of way and with controlled right of way
S 31° 18' 33" W crossing a run at 409 feet and in ail 517.51 to a 5/8 rebar found, thence
leaving Corridor H right of way and with new division Unes through Rennick Williams
S 87° 09' 56" W 186.76 feet to a 5/8"x30" capped rebar set by a métal fence post 30 feet
south of a drain, thence

S 84° 49' 41" W 150.09 feet to a 5/8"x30" capped rebar set by a métal fence post 12 feet
south of a drain, thence
s 66° 33' 09" W 368.34 feet to a 5/8"x30" capped rebar set by a métal fence post 65 feet
south of a drain, thence
S 74° 58' 39" W 621.33 feet to a 5/8"x30" capped rebar set by a métal fence post 75 feet
south of a drain, thence crossing said drain
N 68° 14' 53" W 259.95 feet to a 5/8"x30" capped rebar set 60 feet nonh of a drain,
thence
S 80° 21' 52" W 354.61 feet to a 5/8"x30" capped rebar set by a métal fence post 35 feet
north of County Route 220/8, thence crossing said road
S 77° 33' 13" W 298.13 feet to a 5/8"x30" capped rebar set by a métal fence post 27 feet
south of said road, thence
S 62° 22' 57" W 294.96 feet to a 5/8"x30" capped rebar set by a métal fence post 40 feet
north of a drain, thence crossing said drain
S 20° 3r 08" W 186.14 feet to a 5/8"x30" capped rebar set by a métal fence post 60 feet
south of a drain, thence
S 41° 12' 44" W 285.99 feet to a 5/8"x30" capped rebar set by a métal fence post 40 feet
south of a drain, thence
S 40° 48' 30" W 167.25 feet to a 5/8"x30" capped rebar set by a métal fence post 45 feet
south of a drain, thence
S 40° 36' 17" W 211.92 feet to a 5/8"x30" capped rebar set 62 feet southeast of a drain in
a boundary line of Michael L. Ait DB 214/492 and 17 feet northeast ofa fence line with
reference to a 5/8" rebar found and bearing S 61° 02' 57" E 2005.21 feet, thence leaving
division lines and with original boundary Unes and Ait(found fence line is not on
boundary line)
N 61° 02' 57" W crossing a run at 70 feet and in ail 1052.78 feet to a 5/8" capped rebar
found in the intersection of fences, thence
S 59° 32' 08" W 2900.93 feet to a Va'' rebar found in a pine stump in a fence corner on a
ridge line, corner to Brian D. Helmick DB 221/41 ofthe Walnut Bottom Hideaway
Subdivision in Plat Book 2/121, thence leaving Ait and with owners of said subdivision
being Helmick, John T. Fraley, II, Jeffrey G. Richardson, and Joseph Topper(see
attached plat for corner identification)
S 36° 28' 26" W passing various corners to said subdivision lots and in ail 3802.87 feet
to a M"iron pipe found in a stone pile 100 feet northwest of the top of a flat ridge with 8"
and 10" double chestnut oak, 8" red oak, and 4" gum pointers, corner to Kemie Crites
Heirs DB 68/374, thence leaving Topper and said subdivision and with Crites Heirs
Filed 11/02/19
Page 39 Entered 11/02/19 10:12:20 of 47 Doc 53-1 No. 2:19-bk-00787
N 47° 17' 00" W passing a found marked 20" hickory at 681 feet and passing a 6"
hickory (with old fence) on line at 1487.6 feet, and in ail 2721.99 feet to a 5/8"x30'
capped rebar set 4 feet northwest of a large boulder in a line of Margaret L. Woemer WB
29/5, thence leaving Crites Heirs and with Woemer and near an old found fence line
N 04° 45' 00" E 1412.42 feet to a métal fence post set in the base of a fence corner post
683 feet southeast of Corridor H centerline,(original corner called for 2 white oaks)
comer to Doug Veach, now WVDOH in DE 288/555(WVDOH establisher a corner
some 63.70 feet away when purchasing property from Woemer, Veach, and Williams
which does not agree with field evidence and is shown on the attached plat), thence
leaving Woemer and Veach and with WVDOH property purchased from Rennick
Williams for non-controlled right of way
N 74'^ 49' 48" E 63.70 feet to a Va" capped rebar found, thence
N 37° 46' 13" E crossing a sediment pond and in ail 994.83 feet to a capped rebar
found on the southeast side of an old woods road, thence
N 52° 55' 42" E crossing an access road at 209 feet and in ail 502.47 feet to a Vi" capped
rebar found 14 feet northeast of an old woods road,thence partially along a constructed
fence
N 62° 05' 36" E 3421.72 feet to a 5/8"x30" capped rebar set in a found marked line of
Darley D. Smith DE 225/30, thence leaving WVDOH right of way and with Smith for 2
calls
S 34° 56' 00" E passing a 14" white oak found marked centerline at 110 feet and in ail
430.66 feet to a Vz" rebar found with 28" white oak and 18" hickory pointers, 8 feet north
of a drain and 30 feet northeast of a woods road,thence
N 34° 42' 13" E 790.69 feet to a 5/8"x30" capped rebar set, comer to WVDOH non-
controlled right of way purchased from Rennick Williams, thence leaving Smith and with
said right of way Unes
S 72° 22' 03"E 284.94 feet to a 5/8"x30" capped rebar set, thence
S 22° 44' 49" W 274.41 feet to a 3/4" capped rebar found,thence
S 61° 33' 16" E 104.19 feet to a '74" capped rebar found on the northwest side of County
Route 220/8, thence crossing said road
S 61° 36' 28" E 30.47 feet to a Vi" capped rebar found on the southeast side of said road,
thence
S 55° 41' 13" E 28.72 feet to a Va" capped rebar found,thence
Filed 11/02/19
Page 40 Entered 11/02/19 10:12:20 of 47 Doc 53-1 No. 2:19-bk-00787
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 41
of 47

N 39° 41' 59" E 348.83 feet to a Va" capped rebar found, thence

S 73° 06' 59" E 178.43 feet to a 5/8"x30" capped rebar set in the old boundary line
between Williams and Kermie Crites Heirs DB 80/262 and in WWDOH right of way vnth.
a found Va' capped rebar bearing S 73° 06' 59" E 313.75 feet, thence leaving WVDOH
right of way and with original lines of Crites Heirs

S 43° 29' 46" E passing a 5/8" rebar found capped Lantek at 57.46 feet and 542.44 feet,
crossing a run and in ail 613.00 feet to a 5/8"x30" capped rebar set on the southeast side
of County Route 220/8, thence

N 64° 24' 08"E crossing into said road and in ail 502.38 feet to a 5/8"x30" capped rebar
set in a found large oak stump (called for red oak in original deed) on the northwest side
of County Route 220/8, 15 feet from center, thence

N 61° 19' 15" E 5.34 feet to a 5/8" rebar found capped Lantek, thence

N 30° 43' 34" E crossing a run and passing a 5/8" rebar found capped Lantek on line at
1591.26 feet and in ail 3217.79 feet to the BEGINNING containing 689.40 acres more or
less as surveyed in October 2009 by L & W Enterprises, Inc. of Petersburg, WV and as
shown on a plat attached hereto and made a part of this description.
Being part of the land from Effie S. P. Maphis and Donald W. Maphis to Rennick
C. Williams and Betty P. Williams by deed dated April 22,1992 in deed book 218 page
211 recorded in the Office of the Clerk of Hardy County, West Virginia and taxed as part
of parcel 8 on tax map 203.

; 0 V O -
Signed Curtis E. Keplinger, PS # 518
ir/ No.518 \k' For L & W Enterprises, Inc.
^ STATE OF
"P'-A

^ S'onaiP:
Pl.AT W SUKVIiy FOR AlOORriiaO TRAINIKG CEKTEIt
2.1 ICit M «f M FkMi. WV
NOTE:
mnm ctt b«ft liât *1 Uvtât Rwi* 220/9
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-nœââf.âOACwsts Pnp*ffy Uné • Capfiéd S/B m30 ftêbor $0t l*»er«fW4 Cbm Herdr C*.. WV
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sosE rrtsiNiiWBxo» = =:Cnun^ ftooâ fi/âf Un* • fi*bor TotMd c* Com*f
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Page 42
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 43
of 47

Exhibit A-2

Promissory Note, $5,000,000.00, dated August 21,2013
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 44
of 47

PROMISSORY NOTE

$5,000,000.00 Moorefield, West Virginia
August21,2013

FOR VALUE RECEIVED, the undersigned TENX GROUP LLC,a Delaware

limited liability company ("Borrower"), hereby promises to pay to the order of WEST

VIRGINIA ECONOMIC DEVELOPMENT AUTHORITY, a West Virginia public

corporation ("WVEDA"), the sum of Five Million and 00/100 Dollars ($5,000,000.00) over a

term of one hundred eighty (180) months, with interest from the date hereof at the rate of four

and thirty-four hundredths percent (4.34%) per annum on the unpaid principal, in lawful money

of the United States, at the office of the WVEDA, NorthGate Business Park, 180 Association

Drive, Charleston, West Virginia, 25311-1217, or at such other location as may be subsequently

designated by the holder hereof as follows:

1. This Promissory Note shall have a term of fifteen (15) years, and shall be

due and payable in one hundred eighty (180) equal monthly installments of Thirty Seven

Thousand Eight Hundred Forty Nine and 50/100 Dollars ($37,849.50) each, beginmng on the

21st day of September, 2013, and continuing on the 21st day of each calendar month thereafler

until the final installment, which shall be due on or before August 21, 2028, at which time the

entire unpaid principal balance, together with the interest accrued thereon at the rate aforesaid,

shall be due and payable in fiill. Said payments shall be applied fïrst to the payment of said

interest on the unpaid balance, second to the payment of principal, and third to the payment of

late charges and ail other amounts due under this Promissory Note.

2. This Promissory Note is described in and entitled to the benefit and

security of a Loan Agreement of even date herewith by and among WVEDA,Borrower, Global
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 45
j» of 47

Matrix Corporation, a Virginia corporation, as Guarantor, Pons Milvius LLC,a Delaware limited

liability company, as Guarantor, James V. Punelli, as Guarantor, and Raymond G. Jones, as

Guarantor (together with ail amendments, renewals, extensions, substitutions and modifications

thereof, the "Loan Agreement"), a Crédit Line Deed of Trust and Fixture Filing of even date

herewith granted by Borrower to Joyce F. Ofsa, as Trustée, for the beneflt of WVEDA (together

with ail amendments, renewals, extensions, substitutions and modifications thereof, the "Deed of

Trust"), a Collatéral Assignment of Leases and Rents of even date herewith by and between

Borrower and WVEDA (together with ail amendments, renewals, extensions, substitutions and

modifications thereof, the "Lease Assignment"), and the Guaranties of even date herewith

(together with ail amendments, renewals, extensions, substitutions and modifications thereof,

collectively, the "Guaranties") of Global Matrix Corporation, Pons Milvius LLC, James V.

Punelli and Raymond C. Jones (collectively, the "Guarantors"). If any default shall be made in

the payment of any installments of this Promissory Note or any part thereof, when due, and if

such default shall continue for a period of thirty (30) days afler written notice to Borrower, or if

there shall be a breach at any time of a covenant, condition, provision, warranty, stipulation or

agreement by Borrower or the Guarantors contained in said Loan Agreement, Deed of Trust,

Lease Assignment or Guaranties after notice to Borrower as provided therein, then the entire

unpaid principal balance hereof, with interest accrued thereon, shall at once be and become due,

payable and demandable, without any further notice, at the option of the holder hereof. Failure at

any time on the part of the holder hereof to exercise such option shall not constitute a waiver of

the right to exercise the same in the event of a subséquent similar default.

3. Borrower shall have the right at any time, without notice, premium or

penalty, to pay ail or any part of this Promissory Note, but any such partial payment shall not

I tuiSiiiaujâwMaaâgSmmiâaarag&sëâiëinrivtâT^^
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 46
of 47 II I u ifirtiig6V^u»gu^/jya^

operate to postpone payment as and when due of the régulai* inslallments due on this Promissory

Note.

4. BoiTOwer and each endorser hereof expressiy waives presentment for and

demand of payment and notice of the nonpayment of any installment of principal or interest

falling due under this Promissory Note, and also waives protest of same upon default in the

payment of such installment, and agréés that extension or extensions of the time of payment of

this Promissory Note, or any installment part thereof, may be made before, at or after maturity by

agreement with any one or more of the parties hereto without notice to and without releasing the

liability of any other party.

5. Any payment due under this Promissory Note not made within ten (10)

days of its due date may be subject to a late charge equal to five percent(5%) of the monthly

payment due. An additional five percent (5%) may be charged for each successive month the

payment remains past due. This late payment charge shall apply individually to ail payments duc

and there shall be no daily pro-rata adjustment. Ail late charges are in addition to, not in lieu of,

the continuing accrual of interest.

[Reraainder of Page Intentionally Left Blank]
No. 2:19-bk-00787 Doc 53-1 Filed 11/02/19 Entered 11/02/19 10:12:20 Page 47
of 47

IN WITNESS WHEREOF, TenX Group LLC, a Delaware limited liability

Company, bas caused this Promissory Note to be executed by ils duly authorized Managers on

this 21st day ofAugust, 2013,

TENX GROUP LLC,
a Delaware limited liabili^^ompany
By;
Namg3îS^F^nês^V. Punelli
Title: Manager

5111627(1916.756)

4
«nawgriihrfT<A I rr Miiifuti H ^nfiTi -.1•iiT ifi 11 o ■ l'j M'u iMii

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