SECOND AMENDMENT TO LOAN AGREEMENT

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”), is entered into as of March __, 2018, by and between SUPER G CAPITAL, LLC, a Delaware limited liability company (“Lender”), and PRECISION OPINION, INC., a Nevada corporation (“Borrower”).

RECITALS

A. Borrower and Lender are parties to that certain Business Loan & Security Agreement, dated as of September 13, 2017 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”).

B. Lender and Borrower wish to amend certain terms of the Loan Agreement, all on the terms and conditions set forth herein.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower hereby agree as follows:

1. INCORPORATION OF RECITALS. Each of the above Recitals is incorporated herein and deemed to be the agreement of Lender and Borrower and is relied upon by each party to this Amendment in agreeing to the terms of this Amendment.

2. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement, as amended hereby.

3. AMENDMENT TO LOAN AGREEMENT.

3.1 Upon the Second Amendment Effective Date, the box in the Loan Chart labeled “Payment Amount for Initial Loan” under the heading “Payment Schedule” shall be amended and restated in its entirety as follows:

	PAYMENT SCHEDULE
	PAYMENT AMOUNT FOR INITIAL LOAN		The first six (6) payments shall each be in an amount equal to $25,000, followed by two (2) payments each in an amount equal to $53,333.33, followed by four (4) payments each in an amount equal to $10,000, followed by six (6) payments each in an amount equal to $15,000, followed by, at the option of Heritage, one of the two options below for the remainder of such payment schedule: Option 1: six (6) payments each in an amount equal to $25,000, followed by twenty one (21) payments each in an amount equal to $60,000, followed by one (1) payment in an amount equal to $210,000 together with any remaining outstanding balance of the Initial Loan Payback Amount being due on the last payment date or Option 2: six (6) payments each in an amount equal to $50,000, followed by twenty (20) payments each in an amount equal to $60,000 together with any remaining outstanding balance of the Initial Loan Payback Amount being due on the last payment date.

3.2 Effective as of the Second Amendment Effective Date, Section 2.2 of the Loan Agreement is hereby amended and restated in its entirety as follows:

2.2 Prepayment Limitation. Borrower shall be entitled to prepay all (but not less than all) of the Total Initial Loan Payback for the Initial Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total Initial Loan Payback for the Initial Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment; provided, that, if the Total Initial Loan Payback is repaid in full on or prior to December 31, 2018, then Borrower shall be entitled to a discount in an amount that may be applied to such Total Initial Loan Payback as follows: (x) $206,667 if Heritage had selected Option 1 as the applicable option for the remainder of the payment schedule set forth in the Loan Chart or (y) $86,667 if Heritage had selected Option 2 as the applicable option for the remainder of the payment schedule set forth in the Loan Chart. Borrower shall also be entitled to prepay all (but not less than all) of the Total 2018 Loan Payback for the 2018 Loan without discount, either before or after an Event of Default, and any interest that may be owing and included in the Total 2018 Loan Payback for the 2018 Loan shall be all due and payable and not subject to any credit or deduction of the total amount due as a result of payment being made prior to the due date for the last payment.

4. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of Section 3 of this Amendment (the date on which such conditions precedent are satisfied or waived by Lender shall be the “Second Amendment Effective Date”):

4.1 The representations and warranties in the Loan Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof and the date of the effectiveness of this Amendment, as though made on such dates (except to the extent that such representations and warranties relate solely to an earlier date);

4.2 After giving effect to this Amendment, no Event of Default shall have occurred and be continuing on the date hereof or as of the Second Amendment Effective Date.

4.3 Lender shall have received written evidence satisfactory to Lender that Heritage shall have consented to the Borrower’s execution and delivery of this Amendment.

5. ATTORNEYS’ FEES AND COSTS. Borrower agrees to pay upon demand all of Lender’s reasonable attorneys’ fees and costs with respect to the preparation of this Amendment.

6. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF CALIFORNIA.

7. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and provisions hereof, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes any and all prior or contemporaneous amendments relating to the subject matter hereof. Except as expressly set forth in this Amendment, the Loan Agreement and other Loan Documents shall remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Loan Agreement or other Loan Documents, the terms and provisions of this Amendment shall control. This Amendment is a Loan Document.

8. COUNTERPARTS; EXECUTION. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of this Amendment by telefacsimile of electronic pdf file shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile or electronic pdf file also shall deliver an original executed counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

9. MISCELLANEOUS.

9.1 Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “herein,” “hereof” or words of like import referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.

9.2 Upon the effectiveness of this Amendment, each reference in the Loan Documents to the “Loan Agreement,” “thereunder,” “therein,” “thereof” or words of like import referring to the Loan Agreement shall mean and refer to the Loan Agreement as amended by this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

PRECISION OPINION, INC., a Nevada corporation
By:	/s/ Xxxxx X. Xxxxxx
Name:	Xxxxx X. Xxxxxx
Title:	President

SUPER G CAPITAL, LLC
By:	/s/ Xxxx Xxxx
	Xxxx Xxxx, Chief Financial Officer

[Signature Page to Second Amendment to Loan Agreement]

GUARANTOR’s REAFFIRMATION AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Business Loan & Security Agreement, dated as of September 13, 2017 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”), by and between SUPER G CAPITAL, LLC (“Lender”) and PRECISION OPINION, INC., a Nevada corporation (“Borrower”), or in that certain Second Amendment to Loan Agreement, dated as of March __, 2018 (the “Amendment”), by and between Lender and Borrower. The undersigned hereby (a) represents and warrants to Lender that the execution, delivery, and performance of this Reaffirmation and Consent are within his powers, are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of any contract or undertaking to which he is a party or by which any of his properties may be bound or affected; (b) consents to the transactions contemplated by the Amendment; (c) acknowledges and reaffirms his obligations owing to the Lender under any Loan Documents to which it is a party (including without limitation the Guaranty and Suretyship Agreement, dated September 13, 2017 (the “Guaranty”), executed by each of the undersigned, in connection with the execution of the Loan Agreement); and (d) agrees that each of the Loan Documents (including without limitation the Guaranty and Suretyship Agreement) to which he is a party is and shall remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, he understands that the Lender has no obligations to inform him of such matters in the future or to seek his acknowledgment or agreement to future amendments, and nothing herein shall create such a duty. Delivery of an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic pdf file shall be equally as effective as delivery of an original executed counterpart of this Reaffirmation and Consent. Any party delivering an executed counterpart of this Reaffirmation and Consent by telefacsimile or electronic pdf file also shall deliver an original executed counterpart of this Reaffirmation and Consent but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed by the laws of the State of California.

Guarantor further acknowledges and agrees that Lender shall have the right to records a deed of trust, mortgage or similar interest against Guarantor’s personal residence located at 0000 Xxxxxx Xxxx Xxxx, Xxx Xxxxx, XX 00000 in the event that Borrower does not pay in the Total 2018 Loan Payback on or before the date specified for payment in the Loan Chart, in order to secure Guarantor’s obligations under the Loan Documents, including, without limitation, his Guaranty.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Reaffirmation and Consent to be executed as of the date of the Amendment.

/s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

Address:

0000 Xxxxxx Xxxx Xxxx

Xxx Xxxxx, XX 00000

[Signature Page to Guarantor’s Reaffirmation and Consent]