CENTERPOINT 504 NFP SBA SECTION 504, ASSISTANCE AGREEMENT

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1 CENTERPOINT 504 NFP SBA SECTION 504, ASSISTANCE AGREEMENT AGREEMENT made this day of, 20 by and between CenterPoint 504, nfp, an Illinois nonprofit corporation and Certified Development Company ( CDC ) herein after referred to as CP504 and of, IL, hereinafter referred to individually and/or collectively as the "Applicant." RECITALS A. CenterPoint 504 is certified by the United States Small Business Administration ( SBA ) to make Section 504 loans under the Small Business Investment Act ( SBA Loan ) and where appropriate seek SBA approval and/or guarantees of these loans; and B. Applicant desires to apply for an SBA Loan. For the reasons recited above, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows: 1. CP504 SERVICES At the request of the applicant, CP504 agrees to review the Applicants proposed project and determine its eligibility for financing under the U.S. Small Business Administration (SBA) Section 504 debenture guarantee loan program. For Applicants with eligible projects, CP504 will conduct a preliminary loan analysis and make a 504 debenture guarantee application to the SBA, including a full set of forms, documents and supportive exhibits. Applicant agrees to submit all information necessary and to provide reasonable assistance to CP504 in the preparation of said package. CP504 shall not be liable for any cost incurred by the applicant in gathering the necessary documentation for the application. As soon as the application is complete, CP504 will submit the application to SBA together with its request for the SBA to guarantee a debenture issued by CP504 under the 504 program. If approved by the SBA, the proceeds of the debenture sale will be used to provide subordinated financing for the applicant in accordance with the terms and conditions of the SBA Authorization for Debenture Guarantee. CP504 cannot guarantee that it will be able to obtain SBA approval and no statement contained herein or elsewhere may be construed as a guarantee directly or by implication. 2. APPLCIATION DEPOSIT At the signing of, and accompanying this agreement, the applicant agrees to make a deposit of $1,000 payable to CenterPoint 504 nfp. If the SBA does not approve the loan application, CP504 will refund the deposit, less the out of pocket costs and administrative expenses incurred in packaging and processing the loan request. If the SBA approves the loan application, the application deposit will be refunded following the funding of the loan less any closing costs that are not covered by the commitment fee. Applicant agrees that if the application is withdrawn or cannot be completed because of the failure to submit necessary information, the application deposit shall be deemed compensation to CP504 for its services.

2 3. CDC FEES When SBA approves the loan, and Authorization containing the terms and conditions of the loan will be issued. A commitment fee equal to 1% of the 504 loan amount, (minimum $2,500), is due when the applicant accepts the terms and conditions of the Authorization. If the applicant completes the loan in accordance with the requirements of the Authorization, the commitment fee, together with the application deposit, will be used to pay for the closing costs, including, but not limited to, credit reports, title insurance, recording and search fee, CP504 legal fees, and other out of pocket costs. CP504 will send a statement detailing the costs paid from these funds together with a refund f the balance after the loan is funded. Applicant agrees that if the requirements of the Authorization are not met, preventing the loan from being completed, the application deposit and the commitment fee shall be deemed compensation to CP504 for its services LOAN PROGRAM The Application understands that, if approved, the loan contemplated by this agreement will be made under the provisions of the SBA 504 Debenture Guarantee Program. The 504 program provides borrowers with a longterm, fixed rate loan, not exceeding 40% of the eligible project costs associated with issuing the debenture. These costs, approximately 2.65% of the 504 portion of the amount being financed, and a fixed legal fee of $2,500, are included in the loan amount. A participating lender provides the interim financing and approximately 50% of the total project financing in the form of a loan with a minimum term of 10 years for real property or 7 years for equipment financed with a 10 year SBA 504 equipment loan. SBA also requires a one-time, participating lender fee of 0.5% of the amount of the lenders permanent loan. This fee may be passed along to the borrower or paid by the lender. When the project is complete, the interim loan is fully disbursed, the environmental and appraisal requirements met, the applicant will sign the SBA loan closing documents and CP504 will issue the debenture guaranteed by the SBA. All the debentures issued each month are sold as a group by the SBA in the national bond market. It is this process which raises the funds for each 504 loan and determines the interest rate of the loan. 5. INTEREST RATE AND FEES The interest rate on the 504 loan is determined by bond market forces when the debentures are sold and is fixed for the life of the loan. Monthly payments on the loan begin in the first month following the debenture sale, and will be made by electronic funds transfer. In addition to principal and interest, monthly payments will include three per annum servicing/guaranty fees: CSA at 0.1% SBA subsidy at % CDC at 0.625% The applicant is advised to consult with CP504 staff regarding the most recent interest rate and fee information. The applicant agrees to pay all costs incurred in closing the loan, including, but not limited to, recording and search fees, title insurance costs, and closing attorney fee. The application deposit and the commitment fee explained earlier cover these costs.

3 6. MISCELLANEOUS CONDITIONS All information provided by the application and/or its principals will be used by CP504, its Board, employees and agents to make credit and program decision and will not be divulged to anyone, other than participating lender, guarantors and the SBA. The applicant authorizes CP504 to obtain credit information concerning the applicant, all guarantors recited herein, Individual owners of the business, and related companies and to identify our financing participation on the project property. Applicant specifically authorizes the participating lender to provide all personal and business information it may have to CP504 including financial and credit information. Applicant is solely responsible for fulfilling SBA requirements regarding the environmental condition and appraised value of the real estate involved in the project. Failure to meet these requirements can delay or prevent the loan from being completed. The program and loan descriptions, including statements regarding the amount and type of fees are exclusively controlled by SBA and are subject to change without notice. Both parties agree that there are no other promises, terms, or agreements oral or written, outside this Agreement, and that this written Agreement controls over any such terms, promises, or agreements. No modification may be made to this Agreement without the express written approval of the CDC Board of Directors. The undersigned acknowledges that a CDC Loan Officer has explained the following with regard to the Loan application: The SBA 504 Loan Prepayment Penalty The automatic electronic withdrawal method of making monthly payments from an account designated by Applicant. The closing and legal costs associated with this loan The SBA Loan is assumable with prior written approval of SBA. An assumption fee of 1% of the outstanding principal balance will be charged at the time of assumption. The interest rate is determined at the time of Debenture Sale. Any discussion of interest rate at time of application or any time after loan approval prior to Debenture Sale is for demonstration and example only and does not constitute a quote or guaranty of the interest rate. Request for transcript of tax return(s) from IRS with borrower s authorization (IRS Form 4506). The occupancy requirements of the SBA; for a newly constructed facility is 60% by the Applicant at the time of loan closing. Up to 20% may be leased for an indefinite time period. With regard to the remaining 20%, it is to be the intent of the Applicant to move into a portion of the remaining 20% leased space within three years and to fully occupy 80% of the facility within 10 years. For an existing building, the Applicant must occupy at least 51% with no requirement to occupy the remaining leased space. Applicant will be required and agrees to assist CDC in obtaining Tenant Subordination(s) in a form satisfactory to the SBA and CDC for applicable leased or rented space. If the Applicant obtains approval of the SBA and an Authorization and Debenture Guaranty is issued, the CDC has earned 1% of the net debenture proceeds and Applicant agrees to pay that fee regardless of whether or not the loan is ultimately funded. 7. ATTORNEYS FEES In case of failure to faithfully perform the terms, covenants and conditions herein set forth, the defaulting party shall pay all costs, expenses, and reasonable attorneys fees resulting from the enforcement of this agreement or any right arising out of such breach whether or not a lawsuit is commenced.

4 8. DULY AUTHORIZED The execution of this Agreement by Applicant has been duly authorized by all necessary corporate, partnership, or sole proprietorship action, and will not violate any law, rule, regulation, order, writ, judgment, decree, determination, award or contract presently in effect having applicability to Applicant or result in a breach of or constitute a default under any indenture or bank loan, credit agreement or any other agreement or instrument to which applicant is a party or by which it or its property may be bound or affected. 9. SURVIVAL OF REPRESENTATION All agreements, representations, and warranties made by Applicant herein shall survive the Loan Application Package, the Loan Submission Package, and the Final Loan Package and shall continue in full force and effect so long as any note executed pursuant hereto is outstanding. 10. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon Applicant, its successors and assigns, except that Applicant may not assign or transfer its rights hereunder without the prior written consent of CDC. 11. APPLICATION DEFINES/USE OF PRONOUNS The word Applicant shall be deemed and taken to mean each and every person or party executing this Agreement, excluding CDC. If there is more than one person or organization set forth on the signature on the line as the Applicant, their liability hereunder shall be joint and several. CENTERPOINT 504, nfp By: Title: Date: APPLICANT: Title: Each guarantor acknowledges that he/she has read and understands the terms of this agreement and personally guarantees the performance of the Applicant.

5 ADDITIONAL INFORMATION FOR APPLICANTS OCCUPANCY REQUIREMENTS: When Purchasing an Existing Facility The Operating Small Business and/or Borrower must occupy at least a majority of the space or 51%. The remaining space may be leased to unrelated parties with no restriction on term. 504 Project funds may not be used for tenant leasehold improvements. When Constructing a New Facility The Operating Small Business and/or Borrower must occupy 60% at the time of the 504 loan disbursement. Up to 20% may be leased to unrelated parties with no restriction on the term. The remaining 20% must either be occupied by the borrower, or may be leased. If it is leased, the initial term of that lease may not be for more than three (3) years. After three years, the borrower must begin to occupy that space and should plan to fully occupy the space within 10 years. 504 Project funds may not be used for tenant leasehold improvements in the building. When title to the subject real estate is held by an Eligible Passive Company and leased to the Operating Small Business, the Operating Small Business will lease 100% of the facility and then may sublease to unrelated third parties following the guidelines above. SAMPLE PREPAYMENT PENALTY SCHEDULE SBA 504 Loans have a Prepayment Penalty based on a predetermined schedule, which is based upon the rate of the underlying bond or debenture. Example below based on 20 year SBA debenture/loan of $410,000 at 4.23% interest. DEBENTURE AMOUNT $ 410, DEBENTURE RATE 4.23% YEAR PREMIUM RATE (END) 1 $17, % 2 $14, % 3 $12, % 4 $10, % 5 $ 8, % 6 $ 6, % 7 $ 5, % 8 $ 3, % 9 $ 2, % 10 $ 1, %

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