Auburn Savings Bank, FSB MEMBER FDIC COMMERCIAL NOTE Loan No. ____________________

Exhibit 10.19

Auburn Savings Bank, FSB

MEMBER FDIC

COMMERCIAL NOTE

Loan No. ____________________

$766,000.00		Auburn, Maine
		Date: December 26, 2024

FOR VALUE RECEIVED, the undersigned, (hereinafter called the “Borrower”), jointly and severally if more than one, promise(s) to pay to the order of AUBURN SAVINGS BANK, FSB (hereinafter called the “Lender”), the principal sum of Seven Hundred Sixty Six Thousand Dollars ($766,000.00), together with interest on the principal sum from time to time advanced at (Check one)

INTEREST RATE:

☐ the fixed rate of ______ Percent (__%) per annum

☐ A variable annual rate which shall at all times be equal to ______ Percent (__%) per annum above the highest U.S. prime rate as published in the Wall Street Journal, or if not so published, then the U.S. prime rate as published in a generally recognized source determined by Lender. Lender shall not be required to notify Borrower of adjustments in said variable interest rate, and such adjustments shall become effective immediately upon any change in such prime rate. [Notwithstanding the foregoing, the interest rate shall have a floor of and not fall below five percent (5.0%) per annum at any time.]

☒ The interest rate for the first 12 months shall bear a fixed rate of Seven Percent (7.00%). During the loan’s 240-month permanent phase the loan shall bear a fixed interest rate of Seven percent (7.00%) for the first 5 years. The interest rate will be adjusted to the Federal Home Loan Bank’s 5/20 rate + 3.00% on the fifth anniversary and every five years thereafter until paid in full in accordance with the following payment schedule, which the Borrower agrees to follow.

PAYMENT SCHEDULE:

☐ in monthly installments of __________________ ($_________) each, including principal and interest [which payments are based upon an amortization schedule of __________(___) years], commencing on _______________ and on the like day of each month thereafter until _______________ when all principal and interest remaining unpaid shall be due and payable in a single balloon payment, notwithstanding the foregoing amortization schedule. The Lender shall, on or about each anniversary of the date of this Note, adjust the amount of such installments to an amount which, based on changes in the interest rate then applicable to this Note, will maintain the original amortization schedule. Payment of all accrued interest hereunder shall be due monthly even though such interest payment may exceed the installment amount as so determined.

☐ in one principal payment, due on ____________ with interest only payable monthly, commencing on _______________ and on the like day of each month thereafter until said principal balance with accrued interest is paid in full.

☐ in one payment of principal and accrued interest due on _______________.

☒ other: Interest only shall be payable for Twelve (12) months beginning January 25, 2025 and then the loan shall be subject to a monthly principal and interest payment to be calculated based upon the Federal Home Loan Bank 5/20 Amortizing Advance Rate plus Three Percent (3.00%). This rate shall be adjusted every Five (5) years until maturity. Payments shall be recalculated at each rate change based upon an amortization schedule of Twenty (20) years, commencing on January 25, 2026 and on the like day of each month thereafter until December 25, 2046 when all principal and interest remaining unpaid shall be due and payable in a single balloon payment, notwithstanding the foregoing amortization schedule. The Lender shall, on or about each anniversary of the date of this Note, adjust the amount of such installments to an amount which, based on changes in the interest rate then applicable to this Note, will maintain the original amortization schedule. Payment of all interest shall be due monthly even though such interest may exceed the installment amount as so determined.

All payments shall be applied first to unpaid interest and then to outstanding principal, until paid in full. All interest hereunder shall be computed on the basis of the actual number of days elapsed over a 360-day year. If any payment is not received within fifteen (15) days of when due, then Borrower shall pay to Lender a late payment fee of five percent (5%) of the amount of such delinquent payment.

DEFAULT INTEREST RATE: Notwithstanding any interest rate floor set forth elsewhere in this Note, Lender shall have the right to charge interest on the unpaid principal balance hereof at an interest rate of Five Percent (5.00%) per annum in excess of the rate of interest otherwise payable as provided herein, for any period after an event of default (as defined below) shall have occurred and until the same shall have been cured or expressly waived by Lender in writing.

PREPAYMENT: This Note may be prepaid in full or in part (Check one):

☐ without prepayment charge or premium.

☒ with a prepayment charge to be calculated pursuant to the formula set forth in ▇▇▇▇▇▇'s Commitment Letter to Borrower, dated November 6, 2024.

Unless Lender expressly agrees otherwise, partial prepayments will not affect the payment schedule required above.

SECURITY:

1. This Note is secured and/or guaranteed pursuant to the terms and conditions of the following documents which, unless otherwise noted below, are dated on or about the date of this Note (check as many as apply):

☒ a mortgage and security agreement on property located at located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇.

☐ a collateral assignment of leases and rentals relating to the property described in said mortgage and security agreement.

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☐ a security agreement respecting personal property, namely (but without limitation) _________________________________________________________.

☒ a guaranty executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Elmet Technologies LLC dated December 26, 2024.

☒ other: All Business Assets UCC Lien for Poly Labs Solar LLC.

This Note may also be secured by documents executed in the future by Borrower or by any Guarantor. If checked here ___, this Note is secured as a future advance pursuant to the terms of an existing Mortgage and Security Agreement from Borrower to Lender dated __________ and recorded in the __________ County Registry of Deeds in Book ___, Page ___. This Note may also be secured by existing security agreements, guaranties or other documents if the provisions of such existing documents state that they shall secure all future obligations or liabilities of Borrower to Lender. All documents which secure or guaranty this Note, whether executed prior hereto, on even date herewith or in the future, are hereinafter called “Security Documents.”

DEFAULT:

2. The entire principal balance hereof, together with all interest and other charges, as applicable, shall become due and payable at the option of the Lender, upon the occurrence of any one or more of the following events, each of which shall constitute an event of default hereunder: (a) the insolvency of the Borrower or any Guarantor; or (b) the making of any assignment for the benefit of creditors of the Borrower or any Guarantor; or (c) the issuance of filing of any attachment, levy, or other judicial process on or against any of the Borrower's or any Guarantor's assets; or (d) the appointment of a receiver, trustee or custodian for all or any portion of the property of the Borrower or any Guarantor; or (e) the commencement of any proceedings under any state or federal bankruptcy or insolvency law or under laws for relief of debtors, by or against the Borrower or any Guarantor; or (f) the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower or any Guarantor as, in the opinion of the Lender, materially impairs the Collateral (if any) or the prospect of repayment of any amounts outstanding hereunder; or (g) the death, incompetency, dissolution, business failure (which term includes, without limitation, the cessation of normal business operations) or termination of existence of the Borrower or any Guarantor; (h) the failure of the Borrower or any Guarantor to pay their respective debts as they mature; (i) any representation or statement made or furnished to Lender by or on behalf of any Borrower or Guarantor is false or misleading in any material respect; (j) any default in the payment of any sums due under this Note when due, or default by the Borrower or any Guarantor in performance of any other obligation under this Note; (k) the failure of Borrower or any Guarantor to timely provide to Lender the financial statements, tax returns or other information required pursuant to the terms of any loan commitment letter from Lender relating to the loan evidenced by this Note or the failure of Borrower to perform any other obligations or agreements set forth in any such commitment letter; or (l) default beyond any applicable cure period in the payment, satisfaction or performance by the Borrower or any Guarantor of any condition or obligation under any of the Security Documents or under any documents executed in connection with any other Liabilities of the Borrower or any Guarantor to the Lender.

In addition to all other defaults provided in this Note, it shall be a default hereunder if there shall occur a default in any obligation of payment or performance to Lender under any other Note or other evidence of indebtedness made and given by Borrower or Guarantor and held by Lender, now existing or hereafter arising (“Other Borrower or Guarantor Notes”) or under any other document or instrument securing or governing Other Borrower or Guarantor Notes. Any default hereunder or under any document securing or governing this Note shall constitute a default under each Other Borrower or Guarantor Note.

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REMEDIES:

3. Upon the occurrence of any event of default under this Note, the Lender may declare due and payable at once all amounts outstanding hereunder. The Lender shall not be required to pursue or to exhaust its remedies against the Borrower, or its successors, or against any other party liable for payment hereof, whether maker, Guarantor, or otherwise, or against any property or assets mortgaged or pledged as security herefor, but upon nonpayment or nonperformance hereof may immediately demand and enforce payment and performance from any one or more of Borrower(s) or Guarantor(s), or may seek to realize upon the value of any collateral, without the necessity of joining any other Borrower(s) or Guarantor(s), and in each case without any requirement of first seeking to collect the debt evidenced by this Note from any other source. Each Borrower hereby irrevocably agrees that any legal action or proceeding arising out of or relating to this Note may be brought in any state or federal court in the State of Maine, at the election of ▇▇▇▇▇▇. By the execution and delivery hereof, each Borrower hereby irrevocably submits to the nonexclusive jurisdiction of any such court in any such action or proceeding. Borrower irrevocably agrees that in addition to any methods of service provided for under applicable law, all service of process in any such legal action or proceeding may be made by certified mail, return receipt requested to the Borrower’s address pursuant to paragraph 7 below. Each Borrower and each Guarantor shall be liable for, and hereby agrees to pay, upon demand, any and all costs or expenses of any nature whatsoever incurred by the Lender in endeavoring to collect or enforce this Note against any party including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses. The Lender shall not be deemed to have waived any of its rights or remedies under this Note or under any of the Security Documents by any act, delay, omission or failure or refusal to exercise any of such rights or remedies. No waiver by ▇▇▇▇▇▇ of any kind shall be valid unless it is in writing and signed by an officer of the Lender, and then only to the extent specifically stated. All of the rights and remedies of the Lender shall be cumulative and not exclusive, and may be exercised on any one or more occasions either singularly or concurrently.

4. Borrower hereby grants to Lender, as security for the payment and performance of this Note, a continuing lien on and security interest in any and all deposit accounts and funds on deposit therein (general or specific, time or demand, regardless of maturity) now or hereafter held by ▇▇▇▇▇▇ and other sums credited by or due from Lender to Borrower or subject to withdrawal by Borrower, whether or not any other person or persons could also withdraw money therefrom (collectively hereinafter called the “Deposits”). After any event of default, Lender may “freeze” or place a “hold” on any Deposits by suspending ▇▇▇▇▇▇▇▇’s right to withdraw the Deposits and may set off any Deposits (including those previously frozen or placed on hold) against any amounts payable by Borrower under this Note or any other Liabilities. Failure of the Lender to take necessary steps to preserve rights against any parties with respect to any property in its possession shall not be deemed a failure to exercise due care.

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8. Each Borrower and each Guarantor shall be jointly and severally liable to the Lender under this Note and each Borrower has subscribed his/her/its name hereto without condition that any other person or entity shall sign or become bound hereunder and without any other conditions whatever. Any Borrower that is a corporation hereby warrants that it is validly formed, in existence and in good standing at the present time, with all necessary authority to enter into, execute and deliver this Note. No invalidity or unenforceability of any portion or obligation of this Note shall affect the validity or enforceability of the remaining portions or obligations hereof. This Note and all actions taken pursuant hereto shall be governed by, and interpreted and construed in accordance with, the laws of the State of Maine. This Note evidences a loan for business and commercial purposes and not for personal, household, or family purposes. If ▇▇▇▇▇▇▇▇ is an individual, Borrower represents that it is voluntarily acting as a sole proprietorship and is not acting in an individual capacity in connection with this loan. The use of captions in this Note is for purposes of convenience only, and no caption shall affect the meaning of this Note. As used herein, the word: (1) Liabilities means any and all liabilities, indebtedness, and obligations of each Borrower and Guarantor to Lender of any nature whatsoever, now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect and whether joint, several, or joint and several; (2) Guarantor shall mean and include each endorser, surety, guarantor or other party primarily or secondarily liable to the Lender with respect to this Note other than the Borrower; (3) Borrower shall mean each undersigned party; and (4) Lender shall mean Auburn Savings Bank, FSB and any future holder of this Note. This Note and the provisions hereof shall be binding upon the heirs, executors, administrators, successors, legal representatives and assigns of the Borrower and each Guarantor and shall inure to the benefit of the Lender, its successors, legal representatives and assigns. This Note is intended to take effect as a sealed instrument.

9. Under Maine law, no promise, contract or agreement to lend money, extend credit, forbear from collection of a debt or make any other accommodation for the repayment of a debt for more than $250,000.00 may be enforced in court against the Lender unless the promise, contract or agreement is in writing and signed by the Lender. Accordingly, the Borrower cannot enforce any oral promise unless it is contained in a loan document signed by the Lender, nor can any change forbearance, or other accommodation relating to the loan, this agreement or any other loan document be enforced, unless it is in writing signed by the Lender. Borrower also understands that all future promises, contracts or agreements of the Lender relating to any other transaction between Borrower and ▇▇▇▇▇▇ cannot be enforced in court unless they are in writing signed by the Lender. ▇▇▇▇▇▇▇▇ further agrees that the requirement of a writing described in this paragraph shall apply to this note, the loans or credit described herein, any extension, modification, renewal, forbearance or other accommodation relating to the transactions contemplated by this note, and to any other credit relationship between Borrower and Lender, (whether existing now or created in the future) whether or not the amount involved exceeds $250,000.00.

10. ▇▇▇▇▇▇▇▇ agrees to reimburse Bank for the cost of any reappraisals needed or required by Bank to comply with regulatory requirements during the duration of this Note.

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		POLY LABS SOLAR LLC
		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Witness		By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President

		UNLIMITED GUARANTOR
		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Witness		By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Individual

		UNLIMITED CORPORATE GUARANTOR
		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Witness		By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President Elmet Technologies, LLC

Each of the above Borrower(s) is jointly and severally liable under this Commercial Note.

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