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BIOENGINEERING GROUP 2009 LOAN DOCUMENTS River Wharf Realty Trust 2009 f _ _ Loan Documents PERSONAL GUARANTY To induce the City of Salem, hereinafter referred to as the "LENDER", to extend credit and other financial consideration and accommodation to River Wharf Realty Trust hereinafter, referred to as the "BORROWER", the undersigned, unconditionally guarantees the prompt and complete payment and performance of all liabilities and obligations of the Two Hundred Thousand Nine Hundred Twenty Five Dollars and 00/100 ($200,925.00)loan to the BORROWER evidenced by the Note in that amount dated December !Y 2009. The term"liabilities and obligations," shall be deemed to include any and all obligations on the part of the BORROWER or any one or more of them to pay money and to perform or to refrain from performing acts or things arising under or by virtue of any undertaking entered into simultaneously with or subsequent to the execution of this guaranty and shall be deemed finther, to include all obligations of the BORROWER to the LENDER now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, regardless of how they may rise or by what instrument or instruments they may be evidenced or whether evidenced by any instrument and shall include the costs of collection incurred by the Bank, including reasonable attorney's fees, in enforcing any particular liability or obligation(including the costs of foreclosing on any collateral given to secure any such liability or obligation) and in enforcing this guaranty. This guaranty is a continuing guaranty and shall remain in full force and effect unless and until terminated by the undersigned, or any one or more of them, in respect to his individual liability, by giving notice of his intention to do so, such notice to be mailed, postage prepaid, by registered mail, return receipt requested,to the LENDER at the City of Salem, Department of Planning and Community Development, 120 Washington Street, Salem, Massachusetts 01970, or to such other address designated by LENDER. Notwithstanding the giving of any such notice of termination or termination, this guaranty shall remain effective with respect to any liability or obligation incurred or contracted by the BORROWER prior to its acceptance in writing by the LENDER. The liability of each of the undersigned shall be absolute and unconditional without regard to the liability or obligation, presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this guaranty or of any liability or obligation guaranteed hereby, and, in general, waive any and all suretyship defenses or defenses in the nature thereof. The undersigned do hereby consent without notice to any extension of time for payment or performance, forbearance to collect or enforce and to any other indulgence granted by the LENDER to the BORROWER or any one or more of them, to the release of any person primarily or secondarily liable hereunder or under any liability or obligation guaranteed hereby to the substitution, exchange or release of collateral given to secure this guaranty or to secure any liability or obligation guaranteed hereby. Any sums credited by or due from the LENDER to any one or more of the undersigned or any property of any one or more of the undersigned in the possession of the LENDER may at any time be held as collateral for the payment or performance of the obligations of the undersigned or any one or more of them hereunder. Regardless of the adequacy of collateral, the LENDER may apply such sums against the obligations of the undersigned 4WG or any one or more of them hereunder. This guaranty shall insure to the benefits of the LENDER, its successors and assigns. This guaranty shall be binding upon the undersigned, their respective administrators, executors, heirs and personal representatives. This guaranty shall be construed as an instrument under seal and in accordance with the law of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, We hereunto set our hands and seals this day of December 2009. Wit As Wencri Go smith, Individually 34 Raymond Street Manchester-by-the-Sea, MA 01944 JANA RAJNOSKOVA Notary Pudic C01IMdNIFK711 t8 Y118BACM78ETiB MyCommission.Expires Jur a 28,2013 GUARANTY To induce the City of Salem, hereinafter referred to as the "LENDER", to extend credit and other financial consideration and accommodation to River Wharf Realty Trust hereinafter, referred to as the "BORROWER', the undersigned, unconditionally guarantees the prompt and complete payment and performance of all liabilities and obligations of the Two Hundred Thousand Nine Hundred Twenty Five Dollars and 00/100 ($200,925.00) loan to the BORROWER evidenced by the Note in that amount dated December 2009. The term "liabilities and obligations," shall be deemed to include any and all obligations on the part of the BORROWER or any one or more of them to pay money and to perform or to refrain from performing acts or things arising under or by virtue of any undertaking entered into simultaneously with or subsequent to the execution of this guaranty and shall be deemed further, to include all obligations of the BORROWER to the LENDER now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, regardless of how they may rise or by what instrument or instruments they may be evidenced or whether evidenced by any instrument and shall include the costs of collection incurred by the Bank, including reasonable attorney's fees, in enforcing any particular liability or obligation(including the costs of foreclosing on any collateral given to secure any such liability or obligation) and in enforcing this guaranty. This guaranty is a continuing guaranty and shall remain in full force and effect unless and until terminated by the undersigned, or any one or more ofthem in respect to his individual liability, by giving notice of his intention to do so, such notice to be mailed, postage prepaid, by registered mail, return receipt requested, to the LENDER at the City of Salem, Department of Planning and Community Development, 120 Washington Street, Salem, Massachusetts 01970, or to such other address designated by LENDER. Notwithstanding the giving of any such notice of termination or termination, this guaranty shall remain effective with respect to any liability or obligation incurred or contracted by the BORROWER prior to its acceptance in writing by the LENDER. The liability of each of the undersigned shall be absolute and unconditional without regard to the liability or obligation, presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this guaranty or of any liability or obligation guaranteed hereby, and, in general, waive any and all suretyship defenses or defenses in the nature thereof. The undersigned do hereby consent without notice to any extension of time for payment or performance, forbearance to collect or enforce and to any other indulgence granted by the LENDER to the BORROWER or any one or more of them, to the release of any person primarily or secondarily liable hereunder or under any liability or obligation guaranteed hereby to the substitution, exchange or release of collateral given to secure this guaranty or to secure any liability or obligation guaranteed hereby. Any sums credited by or due from the LENDER to any one or more of the undersigned or any property of any one or more of the undersigned in the possession of the LENDER may at any time be held as collateral for the payment or performance of the obligations of the undersigned or any one or more of them hereunder. Regardless of the adequacy of collateral, the LENDER may apply such sums against the obligations of the undersigned �_WG or any one or more of them hereunder. This guaranty shall insure to the benefits of the LENDER, its successors and assigns. This guaranty shall be binding upon the undersigned, their respective administrators, executors, heirs and personal representatives. This guaranty shall be construed as an instrument under seal and in accordance with the law of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, We hereunto set our hands and seals this `s day of December 2009. The Bioengineering Group, Inc. fitness WAff Goldsmith, President 18 Commercial Street Salem, MA 01970 G DANA RA INOSKOVA Hat�Pubtic COMMM"MtiNC mrtriewart� Jwe2s.2o73 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement ("Agreement"),is made thisday of April, 2010 between River Wharf Realty Trust ("Borrower" under a Note dated Decemb 15, 2009),The.Bioengineering Group, Inc. ("Borrower's Affiliate"), and the City of Salem having a usual place of business at 120 Washington Street, Salem, Essex County, Massachusetts (hereinafter the "Lender"). This agreement amends and supplements said Note and the Loan Agreement of the same date previously entered into by the parties. The Guaranty and Personal Guaranty remain in full force and effect as to all obligations of the Borrower under the Note except as amended hereby. In consideration of the mutual promises and agreements exchanged, the parties hereto agree as follows (notwithstanding anything to the contrary contained in the Loan Agreement and Note): 1. It is agreed that in addition to using the loan for improvements to the building and property at 18 Commercial Street in Salem, MA which include the expansion of office space to be leased to The Bioengineering Group, Inc. for ten additional employees, Borrower shall use the loan for eligible expenses for computer, software, IT peripherals, furniture, and working capital needs associated with the growth of The Bioengineering Group, Inc. 2. Nothing in this amendment shall be understood or construed to be a satisfaction or release in whole or in part of the original obligations under the Note, the Guaranty, the Personal Guaranty, the Loan Agreement or any Security Instruments. Except as otherwise specifically provided in this amendment, the Note, the Guaranty, the Personal Guaranty, the Loan Agreement and any Security Instruments will remain unchanged, and Borrower, Guarantors and Lender will be bound by, and comply with, all of the terms and provisions thereof, as amended by this amendment. Signed and sealed this J�—day of April 2010. River Wharf Realty Trust Robert G. Solom n,Trustee The Bioeng ne ring Group, By. Wench Goldsmith, President t City of Salem Planning and Community Development By: UwAX /, &MA&I n G. uncan, ix ctox Essex Southern District Registry of Deeds 45 Congress Street Suite 4100 Salem, MA 01970 12/21/2009 09:01 AM Station: ESSX-REC13 Operator: abreedy Time:9:01 Type: -MTG Loc: SALEM " Inst 7 BK 29157-182 FEE 155.00 ENV FEE 20.00 Check 184218 SALEM 175.00 . ��, �-�� ,_ � , � �' s . .. r w . . � . �, � Y � k'� d / Joao^Y — J� Essex Southern District Registry of Deeds 45 Congress Street Suite 4100 Salem, MA 01970 12/21/2009 08:53 AM Name: FRACZEK , 4 of docs: 1 Department: RECORDED LAND NO ENV. - - Return to. ("3 IIIIIIIIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIII 2009122100007 Bk;29157 P 182 City of Salem 12/21/2009 0907 MTG pg 1/8 ' Deptment of Planning and Community Development 120 Washington Street Salem, MA 01970 MORTGAGE AND SECURITY AGREEMENT Robert IF. Solomon, Trustee of River Wharf Realty Trust u/d/t dated June 30, 1999 (Recorded with Essex South District Registry of Deeds in Book 15780, Page 107), of 18 Commercial Street, Salem, Essex County, Massachusetts, hereinafter referred to as the "Mortgagor", FOR CONSIDERATION PAID HEREBY GRANTS to The City of Salem, Planning and Community Development, 120 Washington Street, Salem, Massachusetts, hereinafter referred to as the "Mortgagee", with MORTGAGE COVENANTS, to secure the payment of Two Hundred Thousand N Nine Hundred Twenty-Five and 00/100 Dollars ($200,925.00) on or before December 31, 2016, with interest thereon, as provided in the Mortgagor's note of even date including all extensions, renewals and modifications thereof, or as provided in Mortgagor's guaranty of even date, to secure the performance of, or payment to the Mortgagee pursuant to all covenants and agreements herein and in said note or guaranty contained, and to secure payment of or performance of all other debts, covenants and agreements of or by the Mortgagor to or for the benefit of the Mortgagee now Jexisting or hereafter accruing while this mortgage is still undischarged or record, the land in Salem, MA as described in Exhibit "A" annexed hereto, which is incorporated herein by this (}�J reference, together with any and all improvements now or hereafter situated thereon. Also, the Mortgagor hereby grants to the Mortgagee a security interest in all equipment (as defined in the Uniform Commercial Code), appliances, furnishings and fixtures now or hereinafter placed on the above described premises, or used in connection therewith, and the proceeds © therefrom, and agrees to execute on demand of the Mortgagee all instruments necessary to perfect Qor continue such security interest, and in the event of default hereunder the Mortgagor hereby f l grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to execute, 1 deliver and record and/or file such instruments. This Agreement is intended to take effect as a security agreement and is to be filed with Essex South District Registry of Deeds in lieu of a ©� financing statement pursuant to Massachusetts General Laws Chapter 106; Section 9-402. u Said land, improvements, appliances, furnishings and fixtures are hereinafter referred to as the "premises." SJ ' L^^ The Mortgagor,hereby covenants and agrees to the following as conditions of this gra f mortgage: (1) To perform all of the covenants and agreements contained in said note or guaranty; (2) To pay at least ten(10) days before due all taxes, charges for water, sewer and other municipal services, and assessments, whether or not assessed against the Mortgagor, if applicable or related in any way to the premises, or any interest of the Mortgagor,the Mortgagee, or any other person or organization therein, or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom, excluding, however, any income or corporation excise tax of the Mortgagor; on the demand of the Mortgagee to pay to the Mortgagee on each day that payments are required by the terms of the note secured hereby, in addition to the payments of principal and/or interest provided in said note, a sum equal to such fraction of the real estate taxes, charges and betterment assessments for each year as shall be estimated by the Mortgagee to be sufficient for the Mortgagee to provide in the aggregate, a sum equal to said taxes, charges and assessments as and when they become due and payable, and in addition to pay to the Mortgagee any balance necessary to account in full for the amount of said taxes, charges and assessments prior to the date when they become due and payable; it being understood.and agreed that such sums shall not bear interest and may be commingled with the general assets of the Mortgagee, that the Mortgagee shall not be required to account for any profits resulting from its use thereof, and that said sums are held by the Mortgagee for payment on account of such taxes, charges and assessments and/or any other obligations of the Mortgagor hereunder; to forward to the Mortgagee receipted real estate tax bills as soon as the same have been paid by the Mortgagor or, in case tax payments are required to be made to the Mortgagee,to forward to the Mortgagee real estate tax bills as soon as the same have been received by the Mortgagor; (3) To keep the premises insured against fire and all such other casualties and contingencies as the Mortgagee may from time to time require; to deposit at the demand of the Mortgagee all insurance policies or memorandum thereof with the Mortgagee forthwith after the bind of such insurance, and to deliver to the Mortgagee new policies or memoranda thereof for any insurance about to expire at least seven(7) days before such expiration, all such insurance to 1 be first payable in case of loss to the Mortgagee and to be written by such companies, on such terms, in such form and for such periods and amounts as the Mortgagee shall from time to time designate or approve, and the Mortgagor hereby grants the Mortgagee in the event of a default hereunder full power and authority as attorney irrevocable of the Mortgagor to cancel or transfer such insurance and to retain any premium or proceeds and to apply the same to the debt secured hereby; (4) To put, maintain and keep the premises at all times in as good repair and condition as the same now are or hereafter may be put, damage from casualty, expressly not excepted, permitting and suffering no waste or strip of the same to occur, nor any violation of any law, by- law, ordinance, restriction, regulation, order or code affecting the premises,or the use thereof; and not to remove or alter any of the improvements equipment, appliances, furnishings, and fixtures, constituting part of the premises without the consent of the Mortgagee; (5) To occupy the entire premises, or cause the same to be occupied by lessees (which term shall include licensees and concessionaires) and to assign and deliver to the Mortgagee on demand any or all leases of the premises or any part thereof, or at the Mortgagee's election, to assign and deliver any or all rents and other income reserved in such leases, said assignments to be in form and substance satisfactory to the Mortgagee, and the Mortgagor hereby grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to make, execute, acknowledge, deliver and record such assignments, and not in limitation of the foregoing, to provide that after any default by the Mortgagor hereunder or under the terms of such assignments, the Mortgagee shall be entitled to modify and otherwise deal with all such leases with the same power and discretion which the Mortgagee would have if it were the lessor thereof, and the Mortgagee shall be entitled to collect all of the rents and other income reserved in such leases and to apply the same to the debt secured hereby, and after foreclosure the Mortgagee shall not be liable to account to the Mortgagor for rents or other income thereafter accruing, provided however; that any such assignments shall also provide that the Mortgagor may have and retain such rents and other income until such default occurs; and the Mortgagee shall further have the 2 right to subordinate this Mortgage and its rights hereunder to any lease or leases of the premises now or hereafter in force, and upon execution and recording of any instruments by the Mortgagee which purport to effect such subordination, this Mortgage shall be subordinate to the lease or leases referred to in such instruments with the same force and effect as if such lease or leases had been executed and delivered prior to the execution, delivery and recording of this Mortgage; (6) To observe and perform all the obligations imposed upon the Mortgagor under any leases of the premises, and not to do or permit to be done anything which would impair the security of such leases to the Mortgagee, nor to cancel or change any terms, conditions or covenants of any leases of the premises or any part thereof without the prior written consent of the Mortgagee, nor to execute any leases providing for payment of rent for more than one month in advance, nor to receive rent from all or any part of the premises for more than one month in advance without the prior written consent of the Mortgagee, and any such advance rent in excess of one month received shall be held by the Mortgagor in trust for the benefit of the Mortgagee; (7) To furnish the Mortgagee, from time to time, within a reasonable time after its demand, a true and complete statement of the annual operating expenses and income of the premises, and financial statements to be in form satisfactory to the Mortgagee; (8) That if the premises or any part thereof shall be damaged or destroyed by fire or other hazard against which insurance is held, or if the premises or any portion thereof shall be taken by eminent domain, no settlement on account of any loss or damage shall be made without the consent of the Mortgageee, and any proceeds from insurance or damages for such taking, as the case may be, shall be paid to the Mortgagee, and the Mortgagor hereby irrevocably assigns the same to the Mortgagee;the Mortgagee as its discretion may either apply such proceeds against the debt secured hereby(in which case the Mortgagor's obligations hereunder to restore such damage to the premises as may have been caused by such fire, other hazard or taking shall terminate), or release such portion of the proceeds to the Mortgagor as is necessary to restore the premises to their prior condition insofar as is practicable, upon such terms and conditions as the Mortgagee deems appropriate, and apply the balance thereof, if any, t the debt secured hereby;provided, however, that if any insurer of the premises denies liability, the Mortgagor shall not be relieved of its obligation to restore the premises; (9) If the Mortgagee shall become involved in any action or course of conduct with respect to the premises,or other security for the debt secured hereby, in order to protect its interest therein, including without limitation: The Mortgagee's commencement and prosecution of foreclosure proceeding; its involvement in bankruptcy proceeding concerning the Mortgagor;the Mortgagee's entering the premises, care and management thereof; or its defending or participation as a party in any action at law or in equity brought by the Mortgagor or any other person or organization with respect to the premises (or other security for the debt secured hereby),the Mortgagor shall reimburse the Mortgagee for all charges, costs and expenses incurred by the Mortgagee in connection therewith, including without limitation attorney's fees and an additional reasonable fee to compensate the Mortgagee for overhead and personnel salaries and wages attributable to undertaking such actions or conduct; (10) That at any foreclosure sale ofthe premises, the premises and any combination or all of the other security for the debt secured hereby may be offered for sale for one total price, and the proceeds of such sale may be accounted for in one account without distinction between the items of security or without assigning to them any proportion of such proceeds; the Mortgagor hereby waiving the application of any doctrine of marshaling; and the Mortgagee may, in the 3 exercise of the power of sale herein given, sell the premises and said other security in parts or parcels, said sales may be held from time to time, and the power shall not be fully executed until all of the premises and said other security not previously sold shall have been sold; if surplus proceeds are realized from a foreclosure sale, the Mortgagee shall not be liable for any interest therein pending distribution of such proceeds by the Mortgagee; (11) To notify the Mortgagee promptly of the existence of and the exact details of any other security interest in the premises, now existing or hereafter arising, to make all payments that become due to any secured party having such security interests, and at the request of the Mortgagee to assign to the Mortgagee all its right, title and interest in and to any and all agreements evidencing such security interest covering any of said security, and the Mortgagor hereby grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to make, execute, acknowledge and deliver such assignments. The Mortgagor represents that no security interest presently exists in any of said security except as has heretofore been disclosed in writing to the Mortgagee; (12) That the Mortgagee shall be entitled,but not obligated, to cure any default of the Mortgagor hereunder, and shall be reimbursed by the Mortgagor for all costs, charges and expenses, including without limitation attorneys' fees, incurred in connection therewith, and that all sums for which the Mortgagee may be entitled to reimbursement shall be added to the principal sum of the debt secured hereby, shall earn interest at the rate set forth in said note, or the note guaranteed by said guaranty, shall be secured by this Mortgage, and shall be payable on demand of the Mortgagee, whether or not the remaining principal balance of said note or guaranty has been declared due and payable; . (13) In the event the legal or beneficial ownership of said premises, or any portion thereof or interest therein, becomes vested in anyone other than the Mortgagor, or upon the death of, or appointment of a guardian or conservator for, the Mortgagor or any guarantors or endorsers (other than an endorser without recourse of the note secured hereby), the entire mortgage debt shall, at the option of the Mortgage, become due and payable on demand, provided, however, that the Mortgagee may, without notice to the Mortgagor, deal with the Mortgagor's successor or successors in interest with reference to the mortgage and the debt secured hereby in the same manner as with the Mortgagor without in any way vitiating or discharging the Mortgagor's liability or obligations with respect to this mortgage or the debt secured hereby. No sale of the premises hereby mortgaged and no forbearance of the part of the Mortgagee or extension of the time for the payment of the debt secured hereby or any other indulgence given by the Mortgagee shall operate to release, discharge, modify, change or affect the original liability of the Mortgagor, nor the priority of this mortgage either in whole or in part, notice of such forbearance, extension or other indulgence being hereby expressly waived; (14) That the Mortgagor shall not: (a) create or permit to be created any encumbrance to attach to the premises (except for the payment of real estate taxes and betterment assessments prior to the commencement of interest and penalties thereon), and if such encumbrance is attached upon the premises without the consent of the Mortgagee,to discharge the same within thirty(30) days of the sate of such attachment; (b) if the Mortgagor is a corporation, liquidate or dissolve or permit its 4 liquidation or dissolution; if the Mortgagor is a trustee or trustees, terminate or dissolve or permit its termination or dissolution; (c) file a petition or application under any state or federal bankruptcy, insolvency or debtor's relief law, nor consent to an assignment or composition for the benefit of the Mortgagor's creditors, nor consent to appointment of a receiver for any of the Mortgagor's property; if such petition, application or receivership proceedings are instituted against the Mortgagor by any third party or parties, the Mortgagor shall not permit the same to remain undischarged for more than twenty-five (25) days after the commencement thereof; (15) If this mortgage is at any time subject or subordinate to another mortgage, the Mortgagor shall not modify, amend, or extend such prior mortgage, or the debt or other obligation secured thereby, without the consent of the Mortgagee; any default under said prior mortgage or the obligations secured thereby shall be a default hereunder, and the Mortgagee shall be entitled but not obligated to cure said default, as provided in Paragraph 12 hereof; (16) Any notice, demand or other communication from the Mortgagee to the Mortgagor shall be deemed satisfactorily given upon depositing the same in writing in the United States mail by postage prepaid, registered or certified mail, addressed to the Mortgagor(or any one of them if there be more than one) at the Mortgagor's latest address in the mortgage records maintained by the Mortgagee; (17) The Mortgagor will not further encumber the mortgaged premises by a second mortgage,.a wraparound mortgage or any other superior or subordinated type of mortgage without the prior consent of the Mortgagee; and (18) That with respect to hazardous materials and matters related thereto: (a) Mortgagor shall comply strictly with the requirements of every federal,state and local law, ordinance and regulation, including Massachusetts General Laws Chapter 21E, pertaining to `oil" and "hazardous material" as the same may be amended from time to time (collectively by the "Statutes"); (b) Mortgagor is now aware of any operations or materials, and is not and will not become involved in any operations, at the premises or at any other locations which could lead to the imposition on Mortgagor or Mortgagee of liability under any of the Statutes; (c) In the event there are activities on the premises (by any person or entity) which involve or may involve oil or hazardous material, or the premises themselves contain or may contain, oil or hazardous material, Mortgagor shall immediately take all steps necessary to insure that liability shall not be asserted against Mortgagor or Mortgagee under any of the Statutes; (d) Mortgagor shall notify Mortgagee promptly in the event there is the presence or release, or suspected presence or release, of oil or hazardous material on the premises; (e) In any and all circumstances, Mortgagee shall have the right to review and approve, prior to implementation, any plan for cleanup and/or removal or.oil or hazardous material Mortgagee may hire or retain consultants, at Mortgagor's expense, to assist Mortgagee in its 5 review of any proposed response plan, which approval shall not unreasonably be withheld or delayed; (f) In the event Mortgagor fails to comply with any of the Statutes or fails to comply with any of its obligations under this paragraph 18, the note,guaranty or obligation secured hereby shall at the election of Mortgagee be deemed to be in default, upon which event, or upon any other event of default, Mortgagee, may, at its election,but without the obligation to do so, obtain any expert site assessment report, at Mortgagor's expense, give such notices or cause such work to be performed at the premises, or take any and all other actions as Mortgagee deems necessary, as shall cure(or work toward curing) said failure of compliance, and any amounts paid as a result of said notices or such work, together with interest thereon at the rate of interest set forth in the note or the obligation secured hereby, from the date of payment, shall be immediately due and payable by Mortgagor to Mortgagee, and until paid shall be added to and become part of the balance due on the note or other obligation secured hereby, and the same may be collected as part of said balance due in any suit hereon or upon the note or guaranty; or Mortgagee,by the payment of any assessment, claim or charge, may in its sole discretion,be thereby subrogated to the rights of the Commonwealth of Massachusetts,the United States of America or any other governmental body arising pursuant to any of the Statutes. (g) As used in this Paragraph(18), the words "oil", "hazardous material" and "release" have the meanings given them in Massachusetts General Laws, Chapter 21E. Any breach in the covenants, conditions or agreements contained in this mortgage or in any instrument given in connection with the note and debt secured hereby, or in any other mortgage, debt or obligation of or from the Mortgagor to the Mortgagee shall constitute a default hereunder, and if such default shall exist for more than thirty(30) days, the entire debt secured hereby, together with all prepayment penalties to which the Mortgagee would be entitled under said note or by law if said note were prepaid in full at the end of said thirty-day period, shall become due and payable at the option of the Mortgagee, and the Mortgagee shall have the statutory Power of Sale as hereinafter provided. In case any provision of said note, this mortgage, or any instrument executed by any person or organization in connection therewith shall be found unenforceable or invalid for any reason, the enforcement of any other provision hereof shall not be impaired thereby, and such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, shall be deleted from this mortgage. This mortgage is upon the Statutory Condition and upon the further condition that all covenants and agreements of the Mortgagor in said note, this mortgage, all other instruments executed in connection therewith and in all other mortgages, debts and obligations of or from the Mortgagor to the Mortgagee shall be kept and fully performed, and upon any breach of the same Mortgagee shall have the STATUTORY POWER OF SALE and any other powers given by statute. The word "Mortgagor" as used herein means the Mortgagor named herein, whether one or several, and also means any subsequent owner or owners of the equity of redemption of the premises, and all of the covenants and agreements of the Mortgagor herein contained shall be binding upon the Mortgagor, its heirs, executors, administrators, successors and assigns and shall be joint and several if more than one person constitute the Mortgagor. The word "Mortgagee" as used herein means the Mortgagee named herein and any subsequent holder or holders of this mortgage. 6 WiTNEss the execution hereof under this seal this IS day of December 2009. � �.. Lz- Robert q. Solomon, Trustee COMMONWEALTH OF MASSACHUSETTS Essex, ss. December /5 ' 2009 Then personally appeared the above-named Robert S. Solomon and acknowledged the foregoing instrument to be her free act and deed,before me, JANA RAJNOSKOVA Notary Public NmaryIM My commission expires: _ STMOF MA88AClIUBETiB My commission Expires Jwe 28,'2013 Exhibit A - Property Description The land, together with the buildings thereon, if any, situated at 18 Commercial Street in Salem, Essex County, Commonwealth of Massachusetts, bounded and described as follows: Parcel No. 1 Beginning at a point on the northerly side of Commercial Street at the SOUTHWESTERLY corner of land formerly,of George F. Lord, thence running in a Northerly direction along the Westerly property line of the property now or formerly of George F. Lord, a distance of eighty- nine and 85/100 (89.85) feet to a point; thence turning and running in a NORTHWESTERLY direction a distance of fifty and 05/100 (50.05) feet along land now or formerly of H.P. Hood & Sons, Inc.; thence turning and running in a SOUTHERLY direction along land now or formerly of the City of Salem, a distance of ninety-two and 57/100 (92.57) feet; thence turning and running in an EASTERLY direction along the Northerly street line of Commercial Street, a distance of fifty(50) feet to the point of beginning. Containing 4,560 square feet of land, as shown on a plan filed with the Essex South District Registry of Deeds entitled "Land of City of Salem, Rear of North Street, Salem, Mass., May 1955, Revised October 1955 —Edgar W. Nickerson, City Engineer" in Book 4809, Page 500. Parcel No. 2 The land in said Salem with the buildings thereon, if any, situated on the North side of the North River Canal and bounded and described as follows: Beginning at the SOUTHEASTERLY comer of said lot on the Northwesterly side of a proposed road the same point being three hundred and eighty-eight and 44/100 (388.44)feet Southwesterly from North Street; thence running SOUTHWESTERLY by the Northwesterly street line of said proposed road seventy (70) feet to other land now or formerly of the City of Salem; thence turning and running NORTHWESTERLY by said other land now or formerly of the City of Salem, eighty-nine and 85/100 (89.85) feet to land now or formerly of H.P. Hood & Sons, Inc.; thence turning and running EASTERLY by said land now or formerly of H.P. Hood & Sons, Inc., seventy and 12/100 (70.12) feet to land now or formerly of Cook; thence turning and running SOUTHEASTERLY by said land now or formerly of Cook, eighty-six and 6/100 (86.06) feet to the point begun at. Contaunng•t6;156°square feet,ofland and being shown on a plan entitled "Land of the City of cLxi,,i�1)n� Yf$ r^ - Salem, rear of North'n Street May 1955, Revised October 1955, Edgar W. Nickerson, City Engineer and hereinbefore referred to. A3i8b33A CO HWEALTH MASSACHUSETTS ESS RE I$ f OEE Sb.DIS .,�ALEM,20S(J & Q ESSIX S 1 0 ORD: f B00 PAGE ATTEST: y REGISTER ---- 6; ( CITY OF SALEM . r DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT KIMBERLEY DRISCOLL MAYOR 120 WAST IINGTON SIRIET• SALEM,MASSACHUSETTS 01970 LYNN GOONIN DUNCAN,AICD Tri.:978-745-9595 ♦ FAx:978-740-0404 DIRrCTOR January 17, 2013 Angela Diruzza Salem Five Bank 210 Essex Street Salem, MA 01970 RE: River Wharf Realty Trust—City of Salem Loan Dear Ms. Diruzza: Enclosed you will find the executed Allonge to Note and Second Loan Modification Agreement for the City of Salem Business Loan to River Wharf Realty Trust. The additional loan amount of$75,925.00 is being funded from two accounts; one managed by Salem Five and one managed by Eastern Bank. Of the total amount, $12,000.00 will be managed by Salem Five and $63,925.00 by Eastern. Starting with the February 15, 2013 payment and continuing through the December 15, 2013 payment, only interest on the $12,000.00 will be added to the current payment amount of $478.41. Interest only on the $12,000 equals $40.00. Thus, the payments for February through December 2013 will be $518.41. Beginning on January 15, 2014, payments on principal and interest on the additional $12,000.00 will be based on a four-year amortization. The additional payment will be $276.27. Thus, the total payment will be $754.68. There will be a balloon due on December 16, 2016 in the amount of approximately $2,978.85. Thank you for your assistance. Please contact me at 978 619-5685 if you have any questions or require more information. Sincerely, Tom Daniel, AICP Economic Development Manager cc: Kathleen McMahon, Julia Medina Enclosures CITY OF SALEM x DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT KIMBERLEY DRISCOLL MAYOR 120 WASHINGTON STREET*SALEM,MASSACHOSETI'S 01970 LYNN GOONIN DUNCAN,AICP TEL:978-745-9595 FAX:978-740-0404 DIRECTOR January 17, 2013 Barbara Rood .Eastern Bank MB-38 151 Campanelli Drive Middleboro, MA 02346 RE: River Wharf Realty Trust—City of Salem Loan Dear Ms. Rood: Enclosed you will find the executed Allonge to Note and Second Loan Modification Agreement for the City of Salem Business Loan to River Wharf Realty Trust. The additional loan amount of$75,925.00 is being funded from two accounts; one managed by Salem Five and one managed by Eastern Bank. Of the total amount, $12,000.00 will be managed by Salem Five and$63,925.00 by Eastern. .Starting with the February 15, 2013 payment and continuing through the December 15, 2013 payment, only interest on the $63,925.00 will be added to the current payment amount of $2,268.00. Interest only on the $63,925.00 equals $213.08. Thus, the payments for February through December 2013 will be $2,481.08. Beginning on January 15, 2014,payments on principal and interest on the additional $63,295.00 will be based on a four-year amortization. The additional payment will be $1,471.69. Thus,the total payment will be $3,739.69. There will be a balloon due on December 16, 2016 in the amount of approximately $15,869.45. Thank you for your assistance. Please contact me at 978 619-5685 if you have any questions or require more information. Sincerely, Tom Daniel, AICP Economic Development Manager cc: Kathleen McMahon, Julia Medina Enclosures I - - ----------- CITY OF SALEM-VENDOR ACCOUNT 00233112 " .. Check Number: Invoice Date;5+ >`Invoice Number"", „ ,-,,„tom �,,` , :_ r„., h-:Descnpaor;*„ti,.,, ,x ?�. : x, - ,s,f,d, Invoice gmoiint 8/2 01/0013 13-001 River Wharf loan PO#904805 VCHR#471924 $75,000.00 iA I O A i T. I I i c r I I ,Venda�No x ,Ve dofNamemwpX Checl Nom Check:Date ,,x.h<,rEheckgmouhti: V 20047 RIVER WHARF REALTY TRUST 00233112 01/17/2013 75,000.00 _ I ; CITY OF SALEM vendor` Check Check 5-7017/2110 i'' SALEM, MASSACHUSETTS *.,. Number Date: Number VENDOR ACCOUNT 20047 01/17/2013 00233112 $75,000.00 Par Seventy Five Thousand Dollars and 00 cents 14 TO The OrderOi RIVER WHARF REALTY TRUST ,, CITIZENS BANK BOSTON,MA 111110023311211' 1: 2ii070i751: IriO4LL, L0i6110 I AP, i. 'See Reverse Side Or i;:;jsy Opening ins'tru�tir z,s" 3 CITY OF SALEM _ 120 WASHINGTON STREET SALEM, MASSACHUSETTS 01970 u I 00233112 RIVER WHARF REALTY TRUST C/O WENDI GOLDSMITH 18 COMMERCIAL STREET - SALEM MA 01970 d,GC�;sllfPl.:f i CITY OF SALEM, MASSACHUSETTS "`R DF.P,1RrME yr OF Pi,ANNm lNG AV7� Ku,mERt.EY-DmCOLL C-oZ'YDEVELOP1VMNr MAYOR LYNN G0ON1NDuNcAN,.AI CP -1-207ALSEIINGTON S MLE'10 SPSPM NIASS:IC:MHE"rr$01970 DFRECFOR- TEL:978-745-9595 o F-x:978-740-0404 November 24, 2009 Mr. Robert G. Solomon Ms. Wendi Goldsmith River Wharf Realty Trust 18 Commercial Street Salem, MA 01970 Dear Mr. Solomon and Ms. Goldsmith: Thank you for the application to the Salem Business Loan Program: 1 am pleased to inform you that the City of Salem has approved the request for $200,000.00 loan for improvements to the building and property at 18 Commercial Street in Salem, NLk which include the expansion of office space to be leased to The Bioengineering Group,Ina for ten additional employees. This loan is in addition to a 2004 City of Salem loan and a private loan on the same property. The terms and conditions of-the loan are as follows, Borrower: River WharfRealty Trust Loan amount: $200,945 (includes estimated closing cos(s) Borrower is responsible for any additional City legal fees, UCC filing fees, and,mortgage recording fees. Interest rate: 4.0% Tenn: Seven years (84 months) Payments: Monthly principal and interest payment's of 52,733.76 commencing on December 15, 2009.through December.31, 2016. Collateral: Subordinate raortgage on the real estate located at 1.8 Commercial Street, Salem,MA. Use of proceeds: Loan fluid"s will only be usedforimprovements to the building and property at 18 Commercial Street which include expansion of office space to be leased to The Bioengineering Group. Guarantees:. The Bioengineering Group, Inc. will provide a corporate guarantee and Wendi Goldsmith will personally,guarantee the loan. Conditions: 1. The Borrower will only use the loan for improvements to the building and property located at 18 COntme"Cial Street for cxpartsion of employment at The Bioengineering Group, Inc. 2: The Bioengineering Group must create 10 full-time equivalent jobs withintwoyears of closing on the loan, with 5 being made available to low-to moderate-income individuals. Financial The Borrower and Guarantor will provide, annually, updated pei serial. Statements/Annual business financial statements and federal income tax returns. The Reports: Borrower also agrees to submit:reports on the number of people they employ, the number of jobs created/retained, the household income of those employees, and the rate.of pay. Failure to submit any of the financial statements and reports required on a timely basis will constitute default. Prepayment: The loan canoe partially or wholly prepaid at anytime without a penahy. Late Charge: The city will be entitled to collect late charges not to exceed five percent (5%) of the total of any payment not received by the city within fifteen days from the due date on the loan. Acceptance: This commitment must be accepted in writing by the Borrower and must be delivered to the city on or before December 4, 2009. The acceptance OF this commitment will constitute an agreement by the Borrower to perform and satisfy at] the terns and conditions of this commitment and enter into the loan described above with the City of Saletn. Compliance with In the event that the Borrower fails to comply with any of the terms and Commitment: conditions contained in this letter or fails to provide the city with any information requested herein in form or substance satisfactory to the city and the city's counsel, the city shall have the right to withdraw the loan commitment. City Attorney(s): Tinti, Quinn, Grover& Frey,P.C. 27 Congress Street, Suite 414 Salem, MA 01970 978. 745:8065 All closing documents must be in a form satisfactory to the City's attorney. Costs: Whether or not the transaction herein contemplated is completed, the Borrower will pay all costs of recording fees and fees of counsel and all other or any costs by the City, as deemed appropriate. Expiration of This commitment and all the city obligations will expire unless all the Commitment: conditions, terns and requirements are satisfied on or before December 4. 2009 or the city chooses to extend such expiration date in writing. The commitment letter shall survive and shall riot rmerge into the loan documents upon their execution and delivery and shall constitute an independent obligation of the Borrower enforceable by the city after the closing date of this transaction. In the event of any material inconsistency of conflict between this commitment letter and the loan dOellrnentS, the loan documents shall prevail. Loan Documents: The Borrower agrees to execute any and all loan documents deemed necessary by the city's attorney to properly document this loan. Other Provisions: The borrower will allow the City ofSalem to publicize their financial assistance of the project. Pones ofpublicity will include all press coverage,ribbon cutting, display of sign, and all other Forms of marl:etin; deemed appropriate by the City of Salem. Please contact Torn Daniel, Economic Development Manager for the Department of Planning and Commtuiity Development,978 619-5685,if you have any questions regarding this letter and/or the terms of this loan. We are preparing the loan documents in anticipation of a closing on December 15, 2009. Again, we appreciate yourinterestin our programs and your dedication to Salem. Sincerely yours, Kathleen Winn Deputy Director The Borrowers acknowledge that they are represented by competent legal counsel and understand the terms and conditions ofthis commitment"letter. I agree andacceptthe above terms and conditions on this: G day of I �` tLy w1 `�- " J-- '009. River Wharf Realty Trust I8 Connnercial Street Saleli, MA 01970 BY Roberti Solomon, Trustee ` c BY: t; LLAd Wen i Goldsmith, Beneficiary an uatantoi k' LOAN AGREEMENT THIS AGREEMENT,made this /S day of December 2009,by and between the City of Salem, through its Department of Planning and Community Development (hereinafter referred to collectively as "the City"), River Wharf Realty Trust (hereinafter referred to as the `Borrower") and The Bioengineering Group, Inc. (the `Borrower's Affiliate"). WITNESSETH THAT: WHEREAS, the City has created the Business Loan Program to provide financial assistance to Salem businesses;and WHEREAS, the Business Loan Program is being funded in part with federal monies through the Department of Housing and Urban Development Community Development Block Grant Program; and WHEREAS, the disbursement of Community Development Block Grant funds is subject to compliance with regulations set forth in 24 Code of Federal Regulations,Part 570; and WHEREAS, the Borrower has submitted an application for assistance to the Small Business Loan Program which will benefit both the Borrower and the Borrower's Affiliate;and WHEREAS, the City has approved the submitted application and has awarded $200,925.00 in loan funds for the project; NOW,THEREFORE,THE PARTIES HERETO DO AGREE AS FOLLOWS: 1) The City agrees to loan $200,925.00 to the Borrower pursuant to the terms and conditions contained in a Note,Mortgage and Security Agreement, and associated loan documentation which the Borrower agrees to execute and comply with all the provisions thereof. 2) The Borrower will only use the loan for improvements to the building and property at 18 Commercial Street in Salem, MA which include the expansion of office space to be leased to The Bioengineering Group, Inc. for ten additional employees. 3) The first installment of$50,000.00 shall be dispersed upon closing and the remaining balance will be dispersed upon submittal of invoices for eligible expenses unless otherwise agreed by the city. The Borrower(s) must submit invoices for use of the first installment before the remaining balance is paid. 4) The Borrower and the Borrower's Affiliate will continue business at 18 Commercial Street in Salem, MA. 5) The Borrower and the Borrower's Affiliate will comply with all city ordinances and regulations. 6) The Borrower and the Borrower's Affiliate will fulfill all public benefit requirements as stated in Attachment A of this agreement. RS WG 7) The Borrower and the Borrower's Affiliate agree to fulfill all federal certifications stated in Attachment B of this agreement. 8) The Borrower and the Borrower's Affiliate will allow the City of Salem to publicize their financial assistance of the project at 18 Commercial Street. Forms of publicity will include all press coverage,ribbon cutting, display of sign in the storefront window, and all other forms of marketing deemed appropriate by the City of Salem. Signed and sealed this�_day of December 2009. River Wharf Realty Trust y -.�Sz Robert�. Solomon,Trustee The Bioengineering Group, Inc. By: LWL _ Wendi Goldsmith,President City of Salem Planning and Community Development B . � L n G. Dunc4nector, 4 r�^1 DANA NOSKOVA Jurre 28.2013 RS WG EXHIBIT A JOB CREATION COMMITMENT FORM As part of the terms of said loan, the Borrower and the Borrower's Affiliate agrees to create ten (10) full-time equivalent jobs within two years from the date of closing,with five (5) of those jobs being made available to or filled by low- and moderate-income persons. The Borrower and the Borrower's Affiliate agree to provide training for any of those jobs requiring special skills or education. The Borrower and the Borrower's Affiliate will maintain a listing by job title of the permanent jobs filled, and which jobs of those were available to low- and moderate-income persons, and a description of how fust consideration was given to such persons for those jobs. The Borrower and the Borrower's Affiliate shall indicate which low- and moderate-income persons were hired. For each job filled by a low- and moderate-income employee,the borrower will provide information on this size and annual income of the family. The City will monitor the project periodically throughout its duration and will provide technical assistance to the Borrower in meeting the obligations of this agreement. All said documentation on the jobs created must be made available to the City upon request. Project monitoring will continue until there is mutual concurrence that the job "availability" commitments contained herein have been fulfilled. RS WG ATTACHMENT B CERTIFICATIONS As part of the loan agreement, the Borrower and the Borrower's Affiliate agrees to the following certifications required by federal law for the use of these funds: Non-Discrimination Businesses or persons assisted with Federal funding agree that they not discriminate against any employee or applicant for employment because of race, color, creed, religion,ancestry, national origin, sex, disability or other handicap, age,marital status, sexual orientation, familial status or status with regard to public assistance and that affirmative action will be undertaken to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring,upgrading, demolition, transfer,recruitment or recruitment advertising, layoff, termination,rates of pay or other forms of compensation,and selection for training,including apprenticeship. Section 3 Businesses or persons receiving Federal assistance shall comply with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder,prior to the execution of loan documents. The following language shall be included in all contracts executed under this loan project: "The work to be performed under this contract is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the areas of the project." Davis-Bacon CDBG: Housing and Community Development Act of 1974, as amended; Section 110: a) All laborers and mechanics employed by contractors or subcontractors in the performance of construction work financed in whole or in part with assistance received under this title shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act,as amended... b) Subsection a) shall not apply to any individual that- 1) Performs services for which the individual volunteered; 2) A) does not receive compensation for such services; or B) is paid expenses,reasonable benefits, or a nominal fee for such services; and 3) Is not otherwise employed at any time in the construction work. RS WG TRUSTEE'S CERTIFICATE OF AUTHORITY I, Robert G. Solomon,Trustee of River Wharf Realty Trust under a Declaration of Trust dated June 30, 1999 and recorded with the Essex South District Registry of Deeds,Book 15780, Page 107,upon oath do depose and say: That the Trust created under said Declaration of Trust is in full force and effect;that the same has not been amended,altered, dissolved or liquidated; that the said Trust is in good standing in the Commonwealth of Massachusetts and that I am the sole Trustee of said Trust. That I have been directed by all of the beneficiaries of the Trust to execute and deliver any and all documents necessary to effectuate the City of Salem loan in the amount of$200,925.00. WITNESS my hand and seal this iS`s day of December 2009. River Wharf Realty Trust By: Robert G. Solomon,Trustee COMMONWEALTH OF MASSACHUSETTS Essex, ss i,1' 20 l 5 Then before me personally appeared the above-named Robert S. Solomon,Trustee, and acknowledged theforegoinginstrument to be his/her free act and deed,before me, l�sra A3vrsao lr?�z " g!i o�a�'fY1Tw Notary Public xp 20/3 DANA RAMNotary�KOVA M Commission Expires: 7y�re 2 TMa Myconxression.Expires June 2B,2073 CLERK'S CERTIFICATE OF VOTE I, l(/od/ Clerk of The Bioengineering Group, Inc., a Massachusetts business corporation (the Corporation), hereby certify that onP�xmL,i-/5 , 2009, the Directors and Stockholders of said corporation consented to the following votes: VOTED: That Wendi Goldsmith President of the Corporation be and hereby is authorized and empowered on behalf of the Corporation to: 1. execute and deliver for the Corporation the following documents: • Loan Agreement Guaranty of the City of Salem's $200,925.00 loan to River Wharf Realty Trust and to execute for the Corporation any related or collateral instrument, document, certificate, notice, agreement, lease subordination or other document deemed by her to be necessary or appropriate to consummate the foregoing transaction; 2. from time to time to modify, supplement or amend any of such instruments, documents, certificates and agreements and to do and perform all other acts and things deemed by such officer necessary, convenient or proper to carry out any of the foregoing and such officer's execution thereof shall be conclusive as to approval and authority and binding upon the Corporation. FURTHER VOTED: That the Clerk this Corporation be and hereby is authorized and directed to certify that the foregoing vote is in conformity with the Articles of Organization and By-Laws of this Corporation. The undersigned, duly elected Clerk of The Bioengineering Group, a corporation organized and existing under and by virtue of the laws of the State of Massachusetts, having its principal place of business in the City of Salem, MA, hereby certifies that the foregoing is a true and correct copy of the votes duly adopted by the Stockholders and the Directors of said Corporation by unanimous consent on Dtzz,� /,S- , 2009 and filed with the records of the meetings of the Stockholders and Board of Directors of said Corporation, that the same are in full force and effect on the date hereof and that they have not been altered, amended or revoked. IN WITNESS WHEREOF, I have set my hand and affixed the seal of the Corporation this 1-5 day of, e4ee2009. [ot:,fHJANA pAJNOSli KOVA ,uwFxsH The Bioengineering Group,Inc. y-Cornmiasim Erpire% June 28.2013 RECEIVED DEC 0 7 2009 DEPT.Ol P A{t. ANG& CO IT Nil�JENVIE i_U ikIEP1T ti nvoHE!OWLAR awns, att�zuaoazzny'4o HT03WM0IMMOO�I zsvgx3 rnr 0, e0 pM Ef0";.&S 3�cPor fy'� ��ppM1fUl7q� a aAl ' C[ I Y OF SALEM, MASSAC�IUSETTS , DEPARTMENT OF PLANNING AND KIMaERLEY DRISCOLL COMMUNITY DEVELOPMENT MAYOR LYNN GOONIN DUNCAN,AIC P 120 WASHINGTON STREET♦ SALEM,MASSACHUSETTS 01970 DIRECTOR TEL:978-745-9595 FAx:978-740-0404 November 24, 2009 Mr. Robert G. Solomon Ms. Wendi Goldsmith River Wharf Realty Trust 18 Commercial Street Salem, MA 01970 i Dear Mr. Solomon and Ms. Goldsmith: Thank you for the application to the Salem Business Loan Program. I am pleased to inform you that the City of Salem has approved the request for a $200,000.00 loan for improvements to the ' building and property at 18 Commercial Street in Salem, MA which include the expansion of office space to be leased to The Bioengineering Group, Inc. for ten additional employees. This loan is in addition to a 2004 City of Salem loan and a private loan on the same property. The terms and conditions of the loan are as follows: Borrower: River Wharf Realty Trust Loan amount: $200,945 (includes estimated closing costs) Borrower is responsible for any additional City legal fees, UCC filing fees, and mortgage recording fees. Interest rate: 4.0% Term: Seven years (84 months) Payments: Monthly principal and interest payments of$2,733.76 commencing on December 15, 2009 through December 31, 2016. Collateral: Subordinate mortgage on the real estate located at 18 Commercial Street, Salem, MA. Use of proceeds: Loan funds will only be used for improvements to the building and property at 18 Commercial Street which include expansion of office space to be leased to The Bioengineering Group. Guarantees: The Bioengineering Group, Inc. will provide a corporate guarantee and " Wendi Goldsmith will personally guarantee the loan. L Conditions: 1. The Borrower will only use the loan for improvements to the building and property located at 18 Commercial Street for expansion of employment at The Bioengineering Group, Inc. 2. The Bioengineering Group must create 10 full-time equivalent jobs within two years of closing on the loan, with 5 being made available to low- to moderate-income individuals. Financial The Borrower and Guarantor will provide, annually, updated personal, Statements/Annual business financial statements and federal income tax returns. The Reports: Borrower also agrees to submit reports on the number of people they employ, the number of jobs created/retained, the household income of those employees, and the rate of pay. Failure to submit any of the financial statements and reports required on a timely basis will constitute default. Prepayment: The loan can be partially or wholly prepaid at anytime without a penalty. Late Charge: The city will be entitled to collect late charges not to exceed five percent (5%) of the total of any payment not received by the city within fifteen days from the due date on the loan. Acceptance: This commitment must be accepted in writing by the Borrower and must be delivered to the city on or before December 4, 2009. The acceptance of this commitment will constitute an agreement by the Borrower to perform and satisfy all the terms and conditions of this commitment and enter into the loan described above with the City of Salem. Compliance with In the event that the Borrower fails to comply with any of the terms and Commitment: conditions contained in this letter or fails to provide the city with any information requested herein in form or substance satisfactory to the city and the city's counsel, the city shall have the right to withdraw the loan commitment. City Attomey(s): Tinti, Quinn, Grover & Frey, P.C. 27 Congress Street, Suite 414 Salem, MA 01970 978 745-8065 All closing documents must be in a form satisfactory to the City's attorney. Costs: Whether or not the transaction herein contemplated is completed, the Borrower will pay all costs of recording fees and fees of counsel and all other or any costs by the City, as deemed appropriate. Expiration of This commitment and all the city obligations will expire unless all the Commitment: conditions, terms and requirements are satisfied on or before December 4, 2009 or the city chooses to extend such expiration date in writing. The commitment letter shall survive and shall not merge into the loan documents upon their execution and delivery and shall constitute an independent obligation of the Borrower enforceable by the city after the closing date of this transaction. In the event of any material inconsistency or conflict between this commitment letter and the loan documents, the loan documents shall prevail. Loan Documents: The Borrower agrees to execute any and all loan documents deemed necessary by the city's attorney to properly document this loan. Other Provisions: The borrower will allow the City of Salem to publicize their financial assistance of the project. Forms of publicity will include all press coverage, ribbon cutting, display of sign, and all other forms of marketing deemed appropriate by the City of Salem. Please contact Tom Daniel, Economic Development Manager for the Department of Planning and Community Development, 978 619-5685, if you have any questions regarding this letter and/or the terms of this loan. We are preparing the loan documents in anticipation of a closing on December 15, 2009. Again, we appreciate your interest in our programs and your dedication to Salem. Sincerely yours, Kathleen Winn Deputy Director The Borrowers acknowledge that they are represented by competent legal counsel and understand the terms and conditions of this commitment letter. I agree and accept the above terms and conditions `o(n this: day of I/V �I9^IN��K----2009. River Wharf Realty Trust 18 Commercial Street Salem, MA 01970 BY: � I Robert Solomon, Trustee BY: Wen i Goldsmith, Beneficiary anuarantor a PERSONAL GUARANTY To induce the City of Salem, hereinafter referred to as the "LENDER", to extend credit and other financial consideration and accommodation to River Wharf Realty Trust hereinafter, referred to as the "BORROWER", the undersigned, unconditionally guarantees the prompt and complete payment and performance of all liabilities and obligations of the Two Hundred Thousand Nine Hundred Twenty Five Dollars and 00/100 ($200,925.00) loan to the BORROWER evidenced by the Note in that amount dated December JS, 2009. The term"liabilities and obligations," shall be deemed to include any and all obligations on the part of the BORROWER or any one or more of them to pay money and to perform or to refrain from performing acts or things arising under or by virtue of any undertaking entered into simultaneously with or subsequent to the execution of this guaranty and shall be deemed further, to include all obligations of the BORROWER to the LENDER now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, regardless of how they may rise or by what instrument or instruments they may be evidenced or whether evidenced by any instrument and shall include the costs of collection incurred by the Bank, including reasonable attorney's fees, in enforcing any particular liability or obligation (including the costs of foreclosing on any collateral given to secure any such liability or obligation) and in enforcing this guaranty. This guaranty is a continuing guaranty and shall remain in full force and effect unless and until terminated by the undersigned, or any one or more of them, in respect to his individual liability, by giving notice of his intention to do so, such notice to be mailed, postage prepaid, by registered mail, return receipt requested, to the LENDER at the City of Salem, Department of Planning and Community Development, 120 Washington Street, Salem, Massachusetts 01970, or to such other address designated by LENDER. Notwithstanding the giving of any such notice of termination or termination, this guaranty shall remain effective with respect to any liability or obligation incurred or contracted by the BORROWER prior to its acceptance in writing by the LENDER. The liability of each of the undersigned shall be absolute and unconditional without regard to the liability or obligation, presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this guaranty or of any liability or obligation guaranteed hereby, and, in general, waive any and all suretyship defenses or defenses in the nature thereof. The undersigned do hereby consent without notice to any extension of time for payment or performance, forbearance to collect or enforce and to any other indulgence granted by the LENDER to the BORROWER or any one or more of them, to the release of any person primarily or secondarily liable hereunder or under any liability or obligation guaranteed hereby to the substitution, exchange or release of collateral given to secure this guaranty or to secure any liability or obligation guaranteed hereby. Any sums credited by or due from the LENDER to any one or more of the undersigned or any property of any one or more of the undersigned in the possession of the LENDER may at any time be held as collateral for the payment or performance of the obligations of the undersigned or any one or more of them hereunder. Regardless of the adequacy of collateral, the LENDER may apply such sums against the obligations of the undersigned 14" i or any one or more of them hereunder. This guaranty shall insure to the benefits of the LENDER, its successors and assigns. This guaranty shall be binding upon the undersigned, their respective administrators, executors, heirs and personal representatives. This guaranty shall be construed as an instrument under seal and in accordance with the law of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, We hereunto set our hands and seals this day of December 2009. tness Wendi Goldsmith, Individually 34 Raymond Street Manchester-by-the-Sea, MA 01944 JANA RAJNNatwy ED My Corteis�Jum 2B. CLERK'S CERTIFICATE OF VOTE Clerk of The Bioengineering Group, Inc., a Massachusetts business corporation (the Corporation), hereby certify that on &lj-n -/,5 , 2009, the Directors and Stockholders of said corporation consented to the following votes: VOTED: That Wendi Goldsmith President of the Corporation be and hereby is authorized and empowered on behalf of the Corporation to: 1. execute and deliver for the Corporation the following documents: ■ Loan Agreement • Guaranty of the City of Salem's $200,925.00 loan to River Wharf Realty Trust and to execute for the Corporation any related or collateral instrument, document, certificate, notice, agreement, lease subordination or other document deemed by her to be necessary or appropriate to consummate the foregoing transaction; 2. from time to time to modify, supplement or amend any of such instruments, documents, certificates and agreements and to do and perform all other acts and things deemed by such officer necessary, convenient or proper to carry out any of the foregoing and such officer's execution thereof shall be conclusive as to approval and authority and binding upon the Corporation. FURTHER VOTED: That the Clerk this Corporation be and hereby is authorized and directed to certify that the foregoing vote is in conformity with the Articles of Organization and By-Laws of this Corporation. The undersigned, duly elected Clerk of The Bioengineering Group, a corporation organized and existing under and by virtue of the laws of the State of Massachusetts,having its principal place of business in the City of Salem, MA, hereby certifies that the foregoing is a true and correct copy of the votes duly adopted by the Stockholders and the Directors of said Corporation by unanimous consent on�¢z&-)q 64-..- /,5 2009 and filed with the records of the meetings of the Stockholders and Board of Directors of said Corporation,that the same are in full force and effect on the date hereof and that they have not been altered, amended or revoked. IN WITNESS WHEREOF, I have set my hand and affixed the seal of the Corporation this IS day 2009. JA NA RAU�1C�/ Clerk �NAC The Bioengineering Group, Inc. My CommWalm.Exp� June 23,2013 LOAN AGREEMENT THIS AGREEMENT, made this j S day of December 2009,by and between the City of Salem, through its Department of Planning and Community Development (hereinafter referred to collectively as "the City"), River Wharf Realty Trust (hereinafter referred to as the `Borrower") and The Bioengineering Group, Inc. (the `Borrower's Affiliate"). WITNESSETH THAT: WHEREAS, the City has created the Business Loan Program to provide financial assistance to Salem businesses; and WHEREAS, the Business Loan Program is being funded in part with federal monies through the Department of Housing and Urban Development Community Development Block Grant Program; and WHEREAS, the disbursement of Community Development Block Grant funds is subject to compliance with regulations set forth in 24 Code of Federal Regulations,Part 570; and WHEREAS, the Borrower has submitted an application for assistance to the Small Business Loan Program which will benefit both the Borrower and the Borrower's Affiliate; and WHEREAS, the City has approved the submitted application and has awarded$200,925.00 in loan funds for the project; NOW,THEREFORE,THE PARTIES HERETO DO AGREE AS FOLLOWS: 1) The City agrees to loan $200,925.00 to the Borrower pursuant to the terms and conditions contained in a Note,Mortgage and Security Agreement,and associated loan documentation which the Borrower agrees to execute and comply with all the provisions thereof. 2) The Borrower will only use the loan for improvements to the building and property at 18 Commercial Street in Salem,MA which include the expansion of office space to be leased to The Bioengineering Group, Inc. for ten additional employees. 3) The first installment of$50,000.00 shall be dispersed upon dosing and the remaining balance will be dispersed upon submittal of invoices for eligible expenses unless otherwise agreed by the city. The Borrower(s) must submit invoices for use of the fust installment before the remaining balance is paid. 4) The Borrower and the Borrower's Affiliate will continue business at 18 Commercial Street in Salem,MA. 5) The Borrower and the Borrower's Affiliate will comply with all city ordinances and regulations. 6) The Borrower and the Borrower's Affiliate will fulfill all public benefit requirements as stated in Attachment A of this agreement. l RS WG 7) The Borrower and the Borrower's Affiliate agree to fUlflll all federal certifications stated in Attachment B of this agreement. 8) The Borrower and the Borrower's Affiliate will allow the City of Salem to publicize their financial assistance of the project at 18 Commercial Street. Forms of publicity will include all press coverage,ribbon cutting, display of sign in the storefront window, and all other forms of marketing deemed appropriate by the City of Salem. Signed and sealed this /S day of December 2009. River Wharf Realty Trust By: Y-I JC I v Roberti . Solomon,Trustee The Bioengineering Group, Inc. By: \,tLl/^ Wendi Goldsmith,President City of Salem Planning and Community Development By: y n G. Duncan, irector /�7x✓ ��N�r+�1�/v3TIV Q JANAO RAJNOSKOVA ��aubhc ��ac rtfn MpCortvrtissim.E�ires June 28.2073 RS Jq_WG NOTE December /5, 2009 Salem, Massachusetts FOR VALUE RECEIVED, the undersigned, River Wharf Realty Trust (Borrower') dated December55 2009 promise(s) to pay to the City of Salem ("Note Holder"), or order,the principal sum of Two Hundred Five Thousand Nine Hundred Twenty-Five Dollars and 00/100 ($200,925.00) with interest on the unpaid principal balance from the date of this Note,until paid,at the rate of Four percent (4.001/o) per annum. Principal and interest shall be payable at the Salem Department of Planning and Community Development, 120 Washington Street,Salem,Massachusetts,or at such other place as the Note Holder may designate. The Borrower shall pay monthly principal and interest payments of Two Thousand Seven Hundred Forty Six Dollars and 40/100 ($2,746.40)for Eighty Four (84)consecutive months commencing January 15,2010. Such monthly installments shall continue until the entire indebtedness evidenced by this Note is fully paid,except that any remaining indebtedness,if not sooner paid, shall be due and payable on December 15,2016. If any installment under this Note is not paid when due and remains unpaid after a date specified by a notice to Borrower,the entire principal amount outstanding and accrued interest thereon shall at once become due and payable at the option of the Note Holder. The date specified shall not be less than thirty (30) days from the date such notice is mailed. Default under the Mortgage and Security Agreement or Loan Agreement between the Note Holder,the Borrower and the Borrower's Affiliate as defined in the Loan Agreement, shall constitute a default hereunder. The Note Holder may exercise this option to accelerate during any default by Borrower or the Borrower's Affiliate regardless of any prior forbearance. If suit is brought to collect this Note,the Note Holder shall be entitled to collect all reasonable costs and expenses of suit,including,but not limited to,reasonable attorney's fees. Borrower shall pay a late charge of five percent(5.009/6) of any installment not received by the Note Holder within fifteen (15) days after the installment is due. Borrower may prepay the principal amount outstanding in whole or in part. The Note Holder may require that any partial payment(i)be made on the date monthly installments are due,and(ii)be in the amount of the part of one or more monthly installment which would be applicable to principal. Any partial prepayment shall be applied against the principal amount outstanding and shall not postpone the due date of any subsequent monthly installments or change the amount of such installments,unless the Note Holder shall otherwise agree in writing. S RS Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall be the joint and several obligations of all makers, sureties,guarantors and endorsers, and shall be binding upon them and their successors and assigns. Any notice to Borrower provided for in this Note shall be given by mailing such notice postage prepaid addressed to Borrower care of Robert S. Solomon, Trustee, River Wharf Realty Trust, 18 Commercial Street,Salem,MA 01970 with a copy to Wendi Goldsmith,President,The Bioengineering Group, Inc., 18 Commercial Street, Salem, MA 01970 or to such other address as Borrower may designate by prior written notice to the Note Holder.Any notice to the Note Holder shall be given by mailing such notice postage prepaid to the Note Holder at the address stated in the first paragraph of this Note, or at such other address as may have been designated by prior written notice to Borrower. This Note will be governed by and interpreted under the laws of the Commonwealth of Massachusetts. In the event of any conflict between the provisions of this Note and any applicable law, the provisions of this Note shall be deemed modified to the extent,but only to the extent required to comply with the applicable law. The indebtedness evidenced by this Note is secured by a Mortgage and UCC Financing Statement specified in the Mortgage and Security Agreement. WITNESS the hands and seals of the undersigned this day of December 2009: WITNESS BORROWER by: Robert<V Solo on,Trustee & JANA RAJNOSKOVA Public cow�w F moria My commissNotaion OF June 28.2013 EXHIBIT A JOB CREATION COMMITMENT FORM As part of the terms of said loan, the Borrower and the Borrower's Affiliate agrees to create ten (10) full-time equivalent jobs within two years from the date of closing,with five (5) of those jobs being made available to or filled by low- and moderate-income persons. The Borrower and the Borrower's Affiliate agree to provide training for any of those jobs requiring special skills or education. The Borrower and the Borrower's Affiliate will maintain a listing by job tide of the permanent jobs filled, and which jobs of those were available to low- and moderate-income persons, and a description of how first consideration was given to such persons for those jobs. The Borrower and the Borrower's Affiliate shall indicate which low- and moderate-income persons were hired. For each job filled by a low- and moderate-income employee, the borrower will provide information on this size and annual income of the family. The City will monitor the project periodically throughout its duration and will provide technical assistance to the Borrower in meeting the obligations of this agreement. All said documentation on the jobs created must be made available to the City upon request. Project monitoring will continue until there is mutual concurrence that the job "availability" commitments contained herein have been fulfilled. J RS WG ATTACHMENT B CERTIFICATIONS As part of the loan agreement, the Borrower and the Borrower's Affiliate agrees to the following certifications required by federal law for the use of these funds: Non-Discrimination Businesses or persons assisted with Federal funding agree that they not discriminate against any employee or applicant for employment because of race, color, creed,religion, ancestry, national origin, sex, disability or other handicap, age,marital status, sexual orientation, familial status or status with regard to public assistance and that affirmative action will be undertaken to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demolition, transfer, recruitment or recruitment advertising,layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Section 3 Businesses or persons receiving Federal assistance shall comply with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder, prior to the execution of loan documents. The following language shall be included in all contracts executed under this loan project: "The work to be performed under this contract is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the areas of the project." Davis-Bacon CDBG: Housing and Community Development Act of 1974,as amended; Section 110: a) All laborers and mechanics employed by contractors or subcontractors in the performance of construction work financed in whole or in part with assistance received under this title shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act, as amended... b) Subsection a) shall not apply to any individual that- 1) Performs services for which the individual volunteered; 2) A) does not receive compensation for such services; or B) is paid expenses,reasonable benefits, or a nominal fee for such services; and 3) Is not otherwise employed at any time in the construction work. Z RS WG NOTE December_d, 2009 Salem,Massachusetts FOR VALUE RECEIVED, the undersigned, River Wharf Realty Trust (`Borrower") dated December /5, 2009 promise(s) to pay to the City of Salem ("Note Holder"), or order,the principal sum of Two Hundred Five Thousand Nine Hundred Twenty-Five Dollars and 00/100 ($200,925.00) with interest on the unpaid principal balance from the date of this Note,until paid,at the rate of Four percent (4.001/6) per annum. Principal and interest shall be payable at the Salem Department of Planning and Community Development, 120 Washington Street,Salem,Massachusetts,or at such other place as the Note Holder may designate. The Borrower shall pay monthly principal and interest payments of Two Thousand Seven Hundred Forty Six Dollars and 40/100($2,746.40)for Eighty Four (84) consecutive months commencing January 15,2010. Such monthly installments shall continue until the entire indebtedness evidenced by this Note is fully paid,except that any remaining indebtedness,if not sooner paid, shall be due and payable on December 15, 2016. If any installment under this Note is not paid when due and remains unpaid after a date specified by a notice to Borrower,the entire principal amount outstanding and accrued interest thereon shall at once become due and payable at the option of the Note Holder. The date specified shall not be less than thirty (30) days from the date such notice is mailed. Default under the Mortgage and Security Agreement or Loan Agreement between the Note Holder,the Borrower and the Borrower's Affiliate as defined in the Loan Agreement, shall constitute a default hereunder. The Note Holder may exercise this option to accelerate during any default by Borrower or the Borrower's Affiliate regardless of any prior forbearance. If suit is brought to collect this Note,the Note Holder shall be entitled to collect all reasonable costs and expenses of suit,including,but not limited to, reasonable attorney's fees. Borrower shall pay a late charge of five percent (5.00%) of any installment not received by the Note Holder within fifteen (15) days after the installment is due. Borrower may prepay the principal amount outstanding in whole or in part. The Note Holder may require that any partial payment(i)be made on the date monthly installments are due,and(n)be in the amount of the part of one or more monthly installment which would be applicable to principal. Any partial prepayment shall be applied against the principal amount outstanding and shall not postpone the due date of any subsequent monthly installments or change the amount of such installments, unless the Note Holder shall otherwise agree in writing. Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof This Note shall be the joint and several obligations of all makers, sureties,guarantors and endorsers, and shall be binding upon them and their successors and assigns. Any notice to Borrower provided for in this Note shall be given by mailing such notice postage prepaid addressed to Borrower care of Robert S. Solomon, Trustee, River Wharf Realty Trust, 18 Commercial Street,Salem,MA 01970 with a copy to Wendi Goldsmith,President,The Bioengineering Group, Inc., 18 Commercial Street, Salem, MA 01970 or to such other address as Borrower may designate by prior written notice to the Note Holder.Any notice to the Note Holder shall be given by mailing such notice postage prepaid to the Note Holder at the address stated in the first paragraph of this Note, or at such other address as may have been designated by prior written notice to Borrower. This Note will be governed by and interpreted under the laws of the Commonwealth of Massachusetts. In the event of any conflict between the provisions of this Note and any applicable law, the provisions of this Note shall be deemed modified to the extent,but only to the extent required to comply with the applicable law. The indebtedness evidenced by this Note is secured by a Mortgage and UCC Financing Statement specified in the Mortgage and Security Agreement. WITNESS the hands and seals of the undersigned this I5 day of December 2009: WITNESV BORROWER by: v � Robert 6F Soloom'oon,,,Trustee DANA✓ RAJNOSKOVA (5J6 I � awe OF MV,Cwrd$Wm EgdNs June 28,2013 EXHIBIT A JOB CREATION COMMITMENT FORM As part of the terms of said loan,the Borrower and the Borrower's Affiliate agrees to create ten (10) full-time equivalent jobs within two years from the date of closing,with five (5) of those jobs being made available to or filled by low- and moderate-income persons. The Borrower and the Borrower's Affiliate agree to provide training for any of those jobs requiring special skills or education. The Borrower and the Borrower's Affiliate will maintain a listing by job title of the permanent jobs filled, and which jobs of those were available to low- and moderate-income persons, and a description of how first consideration was given to such persons for those jobs. The Borrower and the Borrower's Affiliate shall indicate which low- and moderate-income persons were hired. For each job filled by a low- and moderate-income employee, the borrower will provide information on this size and annual income of the family. The City will monitor the project periodically throughout its duration and will provide technical assistance to the Borrower in meeting the obligations of this agreement. All said documentation on the jobs created must be made available to the City upon request. Project monitoring will continue until there is mutual concurrence that the job "availability" commitments contained herein have been fulfilled. JtRS WG ATTACHMENT B CERTIFICATIONS As part of the loan agreement, the Borrower and the Borrower's Affiliate agrees to the following certifications required by federal law for the use of these funds: Non-Discrimination Businesses or persons assisted with Federal funding agree that they not discriminate against any employee or applicant for employment because of race, color, creed,religion, ancestry, national origin, sex, disability or other handicap, age,marital status, sexual orientation, familial status or status with regard to public assistance and that affirmative action will be undertaken to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring,upgrading, demolition, transfer,recruitment or recruitment advertising,layoff, termination,rates of pay or other forms of compensation, and selection for training, including apprenticeship. Section 3 Businesses or persons receiving Federal assistance shall comply with the provisions of Section 3, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder, prior to the execution of loan documents. The following language shall be included in all contracts executed under this loan project: "The work to be performed under this contract is a project assisted under a program providing direct federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development act of 1968, as amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the areas of the project." Davis-Bacon CDBG: Housing and Community Development Act of 1974, as amended; Section 110: a) All laborers and mechanics employed by contractors or subcontractors in the performance of construction work financed in whole or in part with assistance received under this title shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with the Davis-Bacon Act, as amended... b) Subsection a) shall not apply to any individual that- 1) Performs services for which the individual volunteered; 2) A) does not receive compensation for such services; or B) is paid expenses,reasonable benefits, or a nominal fee for such services; and 3) Is not otherwise employed at any time in the construction work. RS WG TRUSTEE'S CERTIFICATE OF AUTHORITY I, Robert G. Solomon,Trustee of River Wharf Realty Trust under a Declaration of Trust dated June 30, 1999 and recorded with the Essex South District Registry of Deeds,Book 15780, Page 107,upon oath do depose and say: That the Trust created under said Declaration of Trust is in full force and effect;that the same has not been amended, altered, dissolved or liquidated; that the said Trust is in good standing in the Commonwealth of Massachusetts and that I am the sole Trustee of said Trust. That I have been directed by all of the beneficiaries of the Trust to execute and deliver any and all documents necessary to effectuate the City of Salem loan in the amount of$200,925.00. WITNESS my hand and seal this 45-s' day of December 2009. River Wharf Realty Trust �By: Robert G. Solomon,Trustee COMMONWEALTH OF MASSACHUSETTS Essex, ss /u— 20 09 Then before me personally appeared the above-named Robert S. Solomon,Trustee, and acknowledged the foregoing instrument to be his/her free act and deed,before me, r ��,-���rra/ �a/ pmt✓ JANA RIUNO8KONA Notary Public 2D�✓y P NotmyRW6a My Commission Expires: 9ys,a 2 cOMMOWA xaM Or wSPAQW"t My Commission Empires June 28,2013 aril F Return to: City of Salem Department of Planning and Community Development 120 Washington Street Salem, MA 01970 MORTGAGE AND SECURirry AGREEMENT �5 Robert 1. Solomon, Trustee of River Wharf Realty Trust u/d/t dated June 30, 1999 (Recorded with Ess6x South District Registry of Deeds in Book 15780, Page 107), of 18 Commercial Street, Salem, Essex County, Massachusetts, hereinafter referred to as the"Mortgagor", FOR CONSIDERATION PAID HEREBY GRANTS to The City of Salem, Planning and Community Development, 120 Washington Street, Salem, Massachusetts, hereinafter referred to as the "Mortgagee", with MORTGAGE COVENANTS, to secure the payment of Two Hundred Thousand Nine Hundred Twenty-Five and 00/100 Dollars ($200,925.00)on or before December 31, 2016, with interest thereon, as provided in the Mortgagor's note of even date including all extensions, renewals and modifications thereof, or as provided in Mortgagor's guaranty of even date, to secure the performance of, or payment to the Mortgagee pursuant to all covenants and agreements herein and in said note or guaranty contained, and to secure payment of or performance of all other debts, covenants and agreements of or by the Mortgagor to or for the benefit of the Mortgagee now existing or hereafter accruing while this mortgage is still undischarged or record,the land in Salem, MA as described in Exhibit "A" annexed hereto, which is incorporated herein by this reference, together with any and all improvements now or hereafter situated thereon. Also, the Mortgagor hereby grants to the Mortgagee a security interest in all equipment (as defined in the Uniform Commercial Code) appliances, furnishings and fixtures now or hereinafter placed on the above described premises, or used in connection therewith, and the proceeds therefrom, and agrees to execute on demand of the Mortgagee all instruments necessary to perfect or continue such security interest, and in the event of default hereunder the Mortgagor hereby grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to execute, deliver and record and/or file such instruments. This Agreement is intended to take effect as a security agreement and is to be filed with Essex South District Registry of Deeds in lieu of a fmancing statement pursuant to Massachusetts General Laws Chapter 106, Section 9-402. Said land, improvements, appliances, furnishings and fixtures are hereinafter referred to as the"premises." The Mortgagor hereby covenants and agrees to the following as conditions of this mortgage: (1) To perform all of the covenants and agreements contained in said note or guaranty; (2) To pay at least ten(10) days before due all taxes, charges for water, sewer and other municipal services, and assessments, whether or not assessed against the Mortgagor, if applicable or related in any way to the premises, or any interest of the Mortgagor, the Mortgagee, or any other person or organization therein, or the debt, obligations or performance secured hereby, or the disbursement or application of the proceeds therefrom, excluding, however, any income or corporation excise tax of the Mortgagor; on the demand of the Mortgagee to pay to the Mortgagee on each day that payments are required by the terms of the note secured hereby, in addition to the payments of principal and/or interest provided in said note, a sum equal to such fraction of the real estate taxes, charges and betterment assessments for each year as shall be estimated by the Mortgagee to be sufficient for the Mortgagee to provide in the aggregate, a sum equal to said taxes, charges and assessments as and when they become due and payable, and in addition to pay to the Mortgagee any balance necessary to account in full for the amount of said taxes, charges and assessments prior to the date when they become due and payable; it being understood and agreed that such sums shall not bear interest and may be commingled with the general assets of the Mortgagee,that the Mortgagee shall not be required to account for any profits resulting from its use thereof, and that said sums are held by the Mortgagee for payment on account of such taxes, charges and assessments and/or any other obligations of the Mortgagor hereunder; to forward to the Mortgagee receipted real estate tax bills as soon as the same have been paid by the Mortgagor or, in case tax payments are required to be made to the Mortgagee, to forward to the Mortgagee real estate tax bills as soon as the same have been received by the Mortgagor; (3) To keep the premises insured against fire and all such other casualties and contingencies as the Mortgagee may from time to time require; to deposit at the demand of the Mortgagee all insurance policies or memorandum thereof with the Mortgagee forthwith after the bind of such insurance, and to deliver to the Mortgagee new policies or memoranda thereof for any insurance about to expire at least seven(7) days before such expiration, all such insurance to be first payable in case of loss to the Mortgagee and to be written by such companies, on such terms, in such form and for such periods and amounts as the Mortgagee shall from time to time designate or approve, and the Mortgagor hereby grants the Mortgagee in the event of a default hereunder full power and authority as attorney irrevocable of the Mortgagor to cancel or transfer such insurance and to retain any premium or proceeds and to apply the same to the debt secured hereby; (4) To put, maintain and keep the premises at all times in as good repair and condition as the same now are or hereafter may be put, damage from casualty, expressly not excepted, permitting and suffering no waste or strip of the same to occur, nor any violation of any law, by- law, ordinance, restriction, regulation, order or code affecting the premises or the use thereof, and not to remove or alter any of the improvements equipment, appliances, furnishings, and fixtures, constituting part of the premises without the consent of the Mortgagee; (5) To occupy the entire premises, or cause the same to be occupied by lessees (which term shall include licensees and concessionaires) and to assign and deliver to the Mortgagee on demand any or all leases of the premises or any part thereof, or at the Mortgagee's election, to assign and deliver any or all rents and other income reserved in such leases, said assignments to be in form and substance satisfactory to the Mortgagee, and the Mortgagor hereby grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to make, execute, acknowledge, deliver and record such assignments, and not in limitation of the foregoing, to provide that after any default by the Mortgagor hereunder or under the terms of such assignments, the Mortgagee shall be entitled to modify and otherwise deal with all such leases with the same power and discretion which the Mortgagee would have if it were the lessor thereof, and the Mortgagee shall be entitled to collect all of the rents and other income reserved in such leases and to apply the same to the debt secured hereby, and after foreclosure the Mortgagee shall not be liable to account to the Mortgagor for rents or other income thereafter accruing, provided however; that any such assignments shall also provide that the Mortgagor may have and retain such rents and other income until such default occurs; and the Mortgagee shall further have the 2 right to subordinate this Mortgage and its rights hereunder to any lease or leases of the premises now or hereafter in force, and upon execution and recording of any instruments by the Mortgagee which purport to effect such subordination, this Mortgage shall be subordinate to the lease or leases referred to in such instruments with the same force and effect as if such lease or leases had been executed and delivered prior to the execution, delivery and recording of this Mortgage; (6) To observe and perform all the obligations imposed upon the Mortgagor under any leases of the premises, and not to do or permit to be done anything which would impair the security of such leases to the Mortgagee,nor to cancel or change any terms, conditions or covenants of any leases of the premises or any part thereof without the prior written consent of the Mortgagee, nor to execute any leases providing for payment of rent for more than one month in advance, nor to receive rent from all or any part of the premises for more than one month in advance without the prior written consent of the Mortgagee, and any such advance rent in excess of one month received shall be held by the Mortgagor in trust for the benefit of the Mortgagee; (7) To furnish the Mortgagee, from time to time, within a reasonable time after its demand, a true and complete statement of the annual operating expenses and income of the premises, and financial statements to be in form satisfactory to the Mortgagee; (8) That if the premises or any part thereof shall be damaged or destroyed by fire or other hazard against which insurance is held, or if the premises or any portion thereof shall be taken by eminent domain, no settlement on account of any loss or damage shall be made without the consent of the Mortgagece, and any proceeds from insurance or damages for such taking, as the case may be, shall be paid to the Mortgagee, and the Mortgagor hereby irrevocably assigns the same to the Mortgagee; the Mortgagee as its discretion may either apply such proceeds against the debt secured hereby(in which case the Mortgagor's obligations hereunder to restore such damage to the premises as may have been caused by such fire, other hazard or taking shall terminate), or release such portion of the proceeds to the Mortgagor as is necessary to restore the premises to their prior condition insofar as is practicable, upon such terms and conditions as the Mortgagee deems appropriate, and apply the balance thereof, if any, t the debt secured hereby;provided, however, that if any insurer of the premises denies liability, the Mortgagor shall not be relieved of its obligation to restore the premises; (9) If the Mortgagee shall become involved in any action or course of conduct with respect to the premises, or other security for the debt secured hereby, in order to protect its interest therein, including without limitation: The Mortgagee's commencement and prosecution of foreclosure proceeding; its involvement in bankruptcy proceeding concerning the Mortgagor;the Mortgagee's entering the premises, care and management thereof, or its defending or participation as a party in any action at law or in equity brought by the Mortgagor or any other person or organization with respect to the premises (or other security for the debt secured hereby), the Mortgagor shall reimburse the Mortgagee for all charges, costs and expenses incurred by the Mortgagee in connection therewith, including without limitation attorney's fees and an additional reasonable fee to compensate the Mortgagee for overhead and personnel salaries and wages attributable to undertaking such actions or conduct; (10) That at any foreclosure sale of the premises, the premises and any combination or all of the other security for the debt secured hereby may be offered for sale for one total price, and the proceeds of such sale may be accounted for in one account without distinction between the items of security or without assigning to them any proportion of such proceeds, the Mortgagor hereby waiving the application of any doctrine of marshaling; and the Mortgagee may, in the 3 exercise of the power of sale herein given, sell the premises and said other security in parts or parcels, said sales may be held from time to time, and the power shall not be fully executed until all of the premises and said other security not previously sold shall have been sold; if surplus proceeds are realized from a foreclosure sale, the Mortgagee shall not be liable for any interest therein pending distribution of such proceeds by the Mortgagee; (11) To notify the Mortgagee promptly of the existence of and the exact details of any other security interest in the premises, now existing or hereafter arising, to make all payments that become due to any secured party having such security interests, and at the request of the Mortgagee to assign to the Mortgagee all its right, title and interest in and to any and all agreements evidencing such security interest covering any of said security, and the Mortgagor hereby grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to make, execute, acknowledge and deliver such assignments. The Mortgagor represents that no security interest presently exists in any of said security except as has heretofore been disclosed in writing to the Mortgagee; (12) That the Mortgagee shall be entitled, but not obligated,to cure any default of the Mortgagor hereunder, and shall be reimbursed by the Mortgagor for all costs, charges and expenses, including without limitation attorneys' fees, incurred in connection therewith, and that all sums for which the Mortgagee may be entitled to reimbursement shall be added to the principal sum of the debt secured hereby, shall earn interest at the rate set forth in said note, or the note guaranteed by said guaranty, shall be secured by this Mortgage, and shall be payable on demand of the Mortgagee, whether or not the remaining principal balance of said note or guaranty has been declared due and payable; (13) In the event the legal or beneficial ownership of said premises, or any portion thereof or interest therein,becomes vested in anyone other than the Mortgagor, or upon the death of, or appointment of a guardian or conservator for, the Mortgagor or any guarantors or endorsers (other than an endorser without recourse of the note secured hereby), the entire mortgage debt shall, at the option of the Mortgage, become due and payable on demand, provided, however, that the Mortgagee may, without notice to the Mortgagor, deal with the Mortgagor's successor or successors in interest with reference to the mortgage and the debt secured hereby in the same manner as with the Mortgagor without in any way vitiating or discharging the Mortgagor's liability or obligations with respect to this mortgage or the debt secured hereby. No sale of the premises hereby mortgaged and no forbearance of the part of the Mortgagee or extension of the time for the payment of the debt secured hereby or any other indulgence given by the Mortgagee shall operate to release, discharge, modify, change or affect the original liability of the Mortgagor, nor the priority of this mortgage either in whole or in part, notice of such forbearance, extension or other indulgence being hereby expressly waived; (14) That the Mortgagor shall not: (a) create or permit to be created any encumbrance to attach to the premises (except for the payment of real estate taxes and betterment assessments prior to the commencement of interest and penalties thereon), and if such encumbrance is attached upon the premises without the consent of the Mortgagee, to discharge the same within thirty(30) days of the sate of such attachment; (b) if the Mortgagor is a corporation, liquidate or dissolve or permit its 4 liquidation or dissolution; if the Mortgagor is a trustee or trustees, terminate or dissolve or permit its termination or dissolution; (c) file a petition or application under any state or federal bankruptcy, insolvency or debtor's relief law, nor consent to an assignment or composition for the benefit of the Mortgagor's creditors, nor consent to appointment of a receiver for any of the Mortgagor's property; if such petition, application or receivership proceedings are instituted against the Mortgagor by any third party or parties, the Mortgagor shall not permit the same to remain undischarged for more than twenty-five(25) days after the commencement thereof; (15) If this mortgage is at any time subject or subordinate to another mortgage,the Mortgagor shall not modify, amend, or extend such prior mortgage, or the debt or other obligation secured thereby, without the consent of the Mortgagee; any default under said prior mortgage or the obligations secured thereby shall be a default hereunder, and the Mortgagee shall be entitled but not obligated to cure said default, as provided in Paragraph 12 hereof, (16) Any notice, demand or other communication from the Mortgagee to the Mortgagor shall be deemed satisfactorily given upon depositing the same in writing in the United States mail by postage prepaid, registered or certified mail, addressed to the Mortgagor(or any one of them if there be more than one) at the Mortgagor's latest address in the mortgage records maintained by the Mortgagee; (17) The Mortgagor will not further encumber the mortgaged premises by a second mortgage, a wraparound mortgage or any other superior or subordinated type of mortgage without the prior consent of the Mortgagee; and (18) That with respect to hazardous materials and matters related thereto: (a) Mortgagor shall comply strictly with the requirements of every federal, state and local law, ordinance and regulation, including Massachusetts General Laws Chapter 21E, pertaining to "oil" and "hazardous material" as the same may be amended from time to time (collectively by the "Statutes"); (b) Mortgagor is now aware of any operations or materials, and is not and will not become involved in any operations, at the premises or at any other locations which could lead to the imposition on Mortgagor or Mortgagee of liability under any of the Statutes; (c) In the event there are activities on the premises (by any person or entity) which involve or may involve oil or hazardous material, or the premises themselves contain or may contain, oil or hazardous material, Mortgagor shall immediately take all steps necessary to insure that liability shall not be asserted against Mortgagor or Mortgagee under any of the Statutes; (d) Mortgagor shall notify Mortgagee promptly in the event there is the presence or release, or suspected presence or release, of oil or hazardous material on the premises; (e) In any and all circumstances, Mortgagee shall have the right to review and approve, prior to implementation, any plan for cleanup and/or removal or oil or hazardous material Mortgagee may hire or retain consultants, at Mortgagor's expense, to assist Mortgagee in its 5 review of any proposed response plan, which approval shall not unreasonably be withheld or delayed; (f) In the event Mortgagor fails to comply with any of the Statutes or fails to comply with any of its obligations under this paragraph 18, the note, guaranty or obligation secured hereby shall at the election of Mortgagee be deemed to be in default, upon which event, or upon any other event of default, Mortgagee, may, at its election, but without the obligation to do so,obtain any expert site assessment report, at Mortgagor's expense, give such notices or cause such work to be performed at the premises, or take any and all other actions as Mortgagee deems necessary, as shall cure (or work toward curing) said failure of compliance, and any amounts paid as a result of said notices or such work, together with interest thereon at the rate of interest set forth in the note or the obligation secured hereby, from the date of payment, shall be immediately due and payable by Mortgagor to Mortgagee, and until paid shall be added to and become part of the balance due on the note or other obligation secured hereby, and the same may be collected as part of said balance due in any suit hereon or upon the note or guaranty; or Mortgagee,by the payment of any assessment, claim or charge, may in its sole discretion, be thereby subrogated to the rights of the Commonwealth of Massachusetts,the United States of America or any other governmental body arising pursuant to any of the Statutes. (g) As used in this Paragraph(18), the words "oil", "hazardous material" and "release" have the meanings given them in Massachusetts General Laws, Chapter 21 E. Any breach in the covenants, conditions or agreements contained in this mortgage or in any instrument given in connection with the note and debt secured hereby, or in any other mortgage, debt or obligation of or from the Mortgagor to the Mortgagee shall constitute a default hereunder, and if such default shall exist for more than thirty(30) days, the entire debt secured hereby, together with all prepayment penalties to which the Mortgagee would be entitled under said note or by law if said note were prepaid in full at the end of said thirty-day period, shall become due and payable at the option of the Mortgagee, and the Mortgagee shall have the statutory Power of Sale as hereinafter provided. In case any provision of said note, this mortgage, or any instrument executed by any person or organization in connection therewith shall be found unenforceable or invalid for any reason, the enforcement of any other provision hereof shall not be impaired thereby, and such provision shall be deemed modified to the extent necessary to be enforceable, or if such modification is not practicable, shall be deleted from this mortgage. This mortgage is upon the Statutory Condition and upon the further condition that all covenants and agreements of the Mortgagor in said note, this mortgage, all other instruments executed in connection therewith and in all other mortgages, debts and obligations of or from the Mortgagor to the Mortgagee shall be kept and fully performed, and upon any breach of the same Mortgagee shall have the STATUTORY POWER OF SALE and any other powers given by statute. The word "Mortgagor" as used herein means the Mortgagor named herein, whether one or several, and also means any subsequent owner or owners of the equity of redemption of the premises, and all of the covenants and agreements of the Mortgagor herein contained shall be binding upon the Mortgagor, its heirs, executors, administrators, successors and assigns and shall be joint and several if more than one person constitute the Mortgagor. The word "Mortgagee" as used herein means the Mortgagee named herein and any subsequent holder or holders of this mortgage. 6 WITNESS the execution hereof under this seal this 15- day of December 2009. Robert f. Solo on, Trustee COMMONWEALTH OF MASSACHUSETTS Essex, ss. DecemberIJP , 2009 Then personally appeared the above-named Robert S. Solomon and acknowledged the foregoing instrument to be her free act and deed, before me, .1 JANA RAJNOSKOVA Nom — e I Notary Public co►nowmm a�ueeK�u� My commission expires: �rfo 26 2�i3 a NyCommsala,E June 28,2019 7 Exhibit A - Property Description P P The land, together with the buildings thereon, if any, situated at 18 Commercial Street in Salem, Essex County, Commonwealth of Massachusetts,bounded and described as follows: Parcel No. 1 Beginning at a point on the northerly side of Commercial Street at the SOUTHWESTERLY comer of land formerly of George F. Lord, thence running in a Northerly direction along the Westerly property line of the property now or formerly of George F. Lord, a distance of eighty- nine and 85/100 (89.85) feet to a point; thence turning and running in a NORTHWESTERLY direction a distance of fifty and 05/100 (50.05) feet along land now or formerly of H.P. Hood & Sons, Inc.; thence turning and running in a SOUTHERLY direction along land now or formerly of the City of Salem, a distance of ninety-two and 57/100 (92.57) feet; thence turning and running in an EASTERLY direction along the Northerly street line of Commercial Street, a distance of fifty(50) feet to the point of beginning. Containing 4,560 square feet of land, as shown on a plan filed with the Essex South District Registry of Deeds entitled "Land of City of Salem, Rear of North Street, Salem, Mass., May 1955, Revised October 1955 —Edgar W. Nickerson, City Engineer" in Book 4809, Page 500. Parcel No. 2 The land in said Salem with the buildings thereon, if any, situated on the North side of the North River Canal and bounded and described as follows: Beginning at the SOUTHEASTERLY comer of said lot on the Northwesterly side of a proposed road the same point being three hundred and eighty-eight and 44/100 (388.44) feet Southwesterly from North Street; thence running SOUTHWESTERLY by the Northwesterly street line of said proposed road seventy (70) feet to other land now or formerly of the City of Salem; thence turning and running NORTHWESTERLY by said other land now or formerly of the City of Salem, eighty-nine and 85/100 (89.85) feet to land now or formerly of H.P. Hood & Sons, Inc.; thence turning and running EASTERLY by said land now or formerly of H.P. Hood & Sons, Inc., seventy and 12/100 (70.12) feet to land now or formerly of Cook; thence turning and running SOUTHEASTERLY by said land now or formerly of Cook, eighty-six and 6/100 (86.06) feet to the point begun at. Containing 6,156 square feet of land and being shown on a plan entitled "Land of the City of Salem, rear of North Street May 1955, Revised October 1955, Edgar W. Nickerson, City Engineer and hereinbefore referred to. LOAN MODIFICATION AGREEMENT This Loan Modification Agreement ("Agreement"),is made this T day of April, 2010 between River Wharf Realty Trust ("Borrower" under a Note dated December 15, 2009),The Bioengineering Group, Inc. (`Borrower's Affiliate"), and the City of Salem having a usual place of business at 120 Washington Street, Salem, Essex County, Massachusetts (hereinafter the "Lender"). This agreement amends and supplements said Note and the Loan Agreement of the same date previously entered into by the parties. The Guaranty and Personal Guaranty remain in full force and effect as to all obligations of the Borrower under the Note except as amended hereby. t In consideration of the mutual promises and agreements exchanged, the parties hereto agree as follows (notwithstanding anything to the contrary contained in the Loan Agreement and Note): 1. It is agreed that in addition to using the loan for improvements to the building and property at 18 Commercial Street in Salem, MA which include the expansion of office space to be leased to The Bioengineering Group, Inc. for ten additional employees, Borrower shall use the loan for eligible expenses for computer, software, IT peripherals, furniture, and working capital needs associated with the growth of The Bioengineering Group, Inc. 2. Nothing in this amendment shall be understood or construed to be a satisfaction or release in whole or in part of the original obligations under the Note, the Guaranty, the Personal Guaranty, the Loan Agreement or any Security Instruments. Except as otherwise specifically provided in this amendment, the Note, the Guaranty, the Personal Guaranty, the Loan Agreement and any Security Instruments will remain unchanged, and Borrower, Guarantors and Lender will be bound by, and comply with, all of the terms and provisions thereof, as amended by this amendment. Signed and sealed this day of April 2010. River Wharf Realty Trust By:--Zr-3 cc 664", V Robert G. Solomon,Trustee The Bioen�g/in nng Group, Inc / V /� n f By: �/ Wendi Goldsmith, President City of Salem Planning and Community Development By: LYd G. Duncan, Dix ctox