Short Term Notes Clause Samples

Short Term Notes. Pursuant to the terms hereof and of the Base STN Agreement, the Issuer does hereby constitute and issue a Series of Short-Term Notes, to be known as the “Series No. 2 Short-Term Notes” or the “Series 1 Notes” having the terms and conditions set forth herein.

Short Term Notes. In the case of debt securities having a term of one year or less (“Short-Term Notes”), all payments (including all stated interest) will be included in the stated redemption price at maturity and will not be qualified stated interest. Thus, U.S. Holders will generally be taxable on the discount in lieu of stated interest. The discount will be equal to the excess of the stated redemption price at maturity over the issue price of a Short- Table of Contents Term Note, unless the U.S. Holder elects to compute this discount using tax basis instead of issue price. In general, individuals and certain other cash method U.S. Holders of Short-Term Notes are not required to include accrued discount in their income currently unless they elect to do so (but may be required to include any stated interest in income as it is received). U.S. Holders that report income for U.S. federal income tax purposes on the accrual method and certain other U.S. Holders are required to accrue discount on such Short-Term Notes (as ordinary income) on a straight-line basis, unless an election is made to accrue the discount according to a constant yield method based on daily compounding. In the case of a U.S. Holder that is not required, and does not elect, to include discount in income currently, any gain realized on the sale, exchange or retirement of Short-Term Notes will generally be ordinary income to the extent of the discount accrued through the date of sale, exchange or retirement. In addition, a U.S. Holder that does not elect to include currently accrued discount in income may be required to defer deductions for a portion of the U.S. Holder’s interest expense with respect to any indebtedness incurred or continued to purchase or carry such Short-Term Notes.

Short Term Notes. Notes that have a fixed maturity of one year or less (“short-term notes”) will be subject to the following special rules. In general, a note has original issue discount (“OID”) if the note’s “issue price” (the first price at which a substantial amount of the notes is sold to investors) is less than its “stated redemption price at maturity” (the sum of all payments to be made on the notes other than “qualified stated interest”). In general, interest on a short-term note is not treated as qualified stated interest and thus is treated as part of the short-term note’s stated redemption price at maturity, thereby giving rise to OID. Thus, all short-term notes will be OID debt securities. OID will be treated as accruing on a short-term note ratably or, at the election of a U.S. ▇▇▇▇▇▇, under a constant yield method, and, except as discussed below, included in U.S. Holders’ income as ordinary income as it so accrues. It is uncertain how the stated redemption price at maturity should be determined with respect to a short-term note with a floating rate of interest. Prospective investors are urged to consult their own tax advisors as to the U.S. federal income tax consequences to them of investing in short-term notes. A U.S. Holder that uses the cash method of tax accounting (with certain exceptions) will generally not be required to include OID in respect of the short-term note in income on a current basis, though they may be required to include stated interest in income as the interest is received. Such a cash-basis U.S. Holder may not be allowed to deduct all of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry such a short-term note until the maturity of the note or its earlier disposition in a taxable transaction. In addition, such a cash-basis U.S. Holder will be required to treat any gain realized on a disposition of the note as ordinary income to the extent of the holder’s accrued OID on the note, and short-term capital gain to the extent the gain exceeds accrued OID. A U.S. Holder that uses the cash method of tax accounting may, however, elect to include OID on a short-term note in income on a current basis. In such case, the limitation on the deductibility of interest described above will not apply.

Short Term Notes. Upon Closing, GeoBio shall tender “take-out” promissory notes to each of the Sellers, which shall each have a maturity date of ninety (90) days following the Closing (the “Maturity Date”) and provide interest of eight percent (8%) on an annualized basis, and which shall be secured by the Equity Interests (each a “Take-Out Note” or collectively the “Take-Out Notes”), as follows: to (i) ▇▇▇ ▇▇▇▇▇▇▇▇, Two Million, Eighty Thousand U.S. Dollars ($2,080,000.00); (ii) ▇▇▇▇ ▇▇▇▇▇, Eight Hundred Thousand U.S. Dollars ($800,000.00); and to (iii) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Three Hundred Twenty Thousand U.S. Dollars ($320,000.00), each less a proportionate amount for the Down Payment (defined in Section 1.06), and each of which shall be prorated for any required EBITDA Adjustment, as identified in Section 1.01, above. Additionally, the actual amount of the principal payment due on each Take-Out Note shall remain adjustable even after provision of the Take-Out Notes at Closing, based upon any EBITDA Adjustment, as detailed in Section 1.01, above, that is revealed to be required based upon the review of Magna’s financial condition and financial statements, based upon Generally Acceptable Accounting Principles (“GAAP”), performed at GeoBio’s expense, during the 90-day period for which the Take-Out Notes are in effect. The parties acknowledge that GeoBio intends to obtain the financing to retire the Take-Out Notes prior to their Maturity Date, through a third-party financing (the “Financing”);

Short Term Notes. Notwithstanding anything to the contrary herein, the Series No. 3 Short-Term Notes shall have the following terms and conditions: Series Designation Series No. 3 Short-Term Notes or Series 3 Notes Offering Amount 1,500,000; which may be increased up to a maximum of 3,000,000 at the sole discretion of the Issuer, subject to the Maximum Offering Amount. Minimum Investment Amount $10,000 Term Six (6) Months Stated Maturity Date December 19, 2025 Issue Date June 19, 2025 Series Interest Rate 6.26% per annum, provided, however, that Series Interest Rate applicable to the Notes purchased by a Noteholder purchasing an aggregate principal amount of Notes on the Issue Date (i) $100,000 to $249,999 shall be 6.51% per annum, (ii) $250,000 to $499,999 shall be 6.76% per annum, (iii) $500,000 or greater shall be 7.01% per annum. Interest on the Series 3 Short-Term Notes shall accrue in arrears at a per annum rate equal to the Series Interest Rate, payable in accordance with the terms and conditions hereof and of the Base STN Agreement. Payment Frequency The Company will make a single payment of Principal of the Series 3 Short-Term Notes, together with accrued and unpaid interest thereon, on the Stated Maturity Date. Interest Payment Dates The Stated Maturity Date Payment Type Interest and Principal at Maturity

Short Term Notes. The Indebtedness of the Borrower to each Bank under the Short Term Loan will be evidenced by a Short Term Note executed by Borrower in favor of such Bank. The original principal amount of each Bank's Short Term Note will be in the amount identified in Schedule 1 attached hereto as its Maximum Principal Amount with respect to the Short Term Loan; provided, however, that notwithstanding the face amount of each such Short Term Note, Borrower's liability thereunder shall be limited at all times to the actual indebtedness, principal, interest, fees and expenses then outstanding to such Bank under the Loan.

Short Term Notes. The Short Term Notes were paid in full prior to the date hereof with the proceeds of a cash equity contribution in accordance with Section 7.14 of the Credit Agreement.

Short Term Notes