0000897101-18-000523.txt : 20180523 0000897101-18-000523.hdr.sgml : 20180523 20180523170115 ACCESSION NUMBER: 0000897101-18-000523 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20180523 DATE AS OF CHANGE: 20180523 GROUP MEMBERS: ESTATE OF HARRY KLETTER, KLETTER HOLDING LLC, THE HARRY KLETTER FAMILY LTD PARTNERSHIP, K & R, LLC, SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INDUSTRIAL SERVICES OF AMERICA INC CENTRAL INDEX KEY: 0000004187 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 590712746 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18404 FILM NUMBER: 18855685 BUSINESS ADDRESS: STREET 1: 7100 GRADE LANE STREET 2: BUILDING 1 CITY: LOUISVILLE STATE: KY ZIP: 40213 BUSINESS PHONE: 5023681661 MAIL ADDRESS: STREET 1: 7100 GRADE LANE STREET 2: BUILDING 1 CITY: LOUISVILLE STATE: KY ZIP: 40213 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL SERVICES OF AMERICA INC /FL DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALSON INDUSTRIES INC DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: ALSON MANUFACTURING CO INC DATE OF NAME CHANGE: 19700920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oliver Orson CENTRAL INDEX KEY: 0001316621 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1610 TWO SPRINGS PLACE CITY: LOUISVILLE STATE: KY ZIP: 40207 SC 13D/A 1 isa18142sc13da.htm FORM SC13D/A

CUSIP No. 456314103

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 2)*

Under the Securities Exchange Act of 1934

Industrial Services of America, Inc.

(Name of Issuer)

Common Stock, par value $0.0033

(Title of Class of Securities)

456314103

(CUSIP Number)

Orson Oliver

7100 Grade Lane

Louisville, Kentucky 40232

(502) 368-1661

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 22, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 456314103


	1.	Names of Reporting Persons. Orson Oliver

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			
		(b)			

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 138,499* shares of Common Stock

			8.	Shared Voting Power 1,816,956 shares of Common Stock

			9.	Sole Dispositive Power 138,499* shares of Common Stock

			10.	Shared Dispositive Power 1,816,956 shares of Common Stock

CUSIP No. 456314103

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,955,455* shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

	13.	Percent of Class Represented by Amount in Row (11) 23.9% of Common Stock

	14.	Type of Reporting Person (See Instructions) IN

*Includes options to purchase 86,000 shares exercisable within 60 days of the date of this Amendment No. 2 to Schedule 13D.

CUSIP No. 456314103
	1.	Names of Reporting Persons. Estate of Harry Kletter

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			
		(b)			

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 1,816,956 shares of Common Stock

			9.	Sole Dispositive Power 0 shares of Common Stock

			10.	Shared Dispositive Power 1,816,956 shares of Common Stock

CUSIP No. 456314103
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,816,956 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

	13.	Percent of Class Represented by Amount in Row (11) 22.4% of Common Stock

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 456314103
	1.	Names of Reporting Persons. Kletter Holding LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			
		(b)			

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 1,816,956 shares of Common Stock

			9.	Sole Dispositive Power 0 shares of Common Stock

			10.	Shared Dispositive Power 1,816,956 shares of Common Stock

CUSIP No. 456314103
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,816,956 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

	13.	Percent of Class Represented by Amount in Row (11) 22.4% of Common Stock

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 456314103
	1.	Names of Reporting Persons. The Harry Kletter Family Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			
		(b)			

	3.	SEC Use Only

	4.	Source of Funds OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 

	6.	Citizenship or Place of Organization Kentucky

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 750,000 shares of Common Stock

			9.	Sole Dispositive Power 0 shares of Common Stock

			10.	Shared Dispositive Power 750,000 shares of Common Stock

CUSIP No. 456314103
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 750,000 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

	13.	Percent of Class Represented by Amount in Row (11) 9.3% of Common Stock

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 456314103
	1.	Names of Reporting Persons. K & R, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			
		(b)			

	3.	SEC Use Only

	4.	Source of Funds WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) 

	6.	Citizenship or Place of Organization Kentucky

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0 shares of Common Stock

			8.	Shared Voting Power 549,168 shares of Common Stock

			9.	Sole Dispositive Power 0 shares of Common Stock

			10.	Shared Dispositive Power 549,168 shares of Common Stock

CUSIP No. 456314103
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 549,168 shares of Common Stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 

	13.	Percent of Class Represented by Amount in Row (11) 6.8% of Common Stock

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer.
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statements on Schedule 13D filed by Orson Oliver with the Securities and Exchange Commission (the “SEC”) on December 11, 2013, as amended by Amendment No 1 filed with the SEC on January 20, 2015 (the “Original Schedule 13D” and together with this Amendment No. 2, the “Schedule 13D”) with respect to the common stock, $0.0033 par value per share (“Common Stock”), of Industrial Services of America, Inc., a Florida corporation (the “Issuer”). The Issuer’s principal executive offices are located at 7100 Grade Lane, Louisville, Kentucky 40232. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. Only those items that are reported herein are amended, and only to the extent amended herein; all other items remain unchanged and are incorporated by reference herein.

Item 2.	Identity and Background.
(a) This Statement is filed by Orson Oliver, both personally and as Personal Representative of the Estate of Harry Kletter (the “Estate”); Kletter Holding LLC, a Delaware limited liability company (“Holding”); K & R, LLC, a Kentucky limited liability company (“K&R”); and The Harry Kletter Family Limited Partnership, a Kentucky limited partnership (the “Partnership”). Collectively, the filers are hereafter referred to as the “Group.” (b) Mr. Oliver’s address is 1610 Two Springs Place, Louisville, Kentucky 40207. The principal business address of the Estate is 3921 Tarpon Pointe Cir, Palm Harbor, Florida 34684. Holding’s, K&R’s and the Partnership’s principal business address is 7100 Grade Lane, Louisville, Kentucky 40232. (c) Mr. Oliver’s principal occupation is general counsel for The Al J. Schneider Company, 401 W Main Street, Louisville, Kentucky 40202. (d-e) No member of the Group has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws during the past five years. (f) Mr. Oliver is a United States citizen.

Item 4.	Purpose of Transaction.
Mr. Oliver previously reported the shares beneficially owned by him on the Original Schedule 13D in connection with the grant of the Proxies and the entry into the Management Agreement. The Proxies and Management Agreement have since been terminated. K&R and the Partnership previously reported their respective shares in a joint Schedule 13D filing with Mr. Harry Kletter dated December 11, 2013. On Mr. Kletter’s death in January 2014, Mr. Oliver was named Personal Representative of the Estate. At that time, Mr. Oliver was also appointed as President of Holding, which is the sole member of K&R and the General Partner of the Partnership. On May 22, 2018, the Estate became the sole member of Holding (with retroactive effectiveness from May 10, 2018) and, in such role, contributed its shares of Issuer Common Stock to Holding (collectively, the “Transaction”).



Item 5.	Interest in Securities of the Issuer.
(a) Immediately after the completion of the Transaction, (i) Mr. Oliver may be deemed to beneficially own 1,951,705 shares of Issuer Common Stock, representing 23.9% of Issuer’s outstanding Common Stock, (ii) the Estate and Holding may be deemed to beneficially own 1,816,956 shares of Issuer Common Stock, representing 22.4% of Issuer’s outstanding Common Stock; (iii) the Partnership may be deemed to beneficially own 750,000 shares of Issuer Common Stock, representing 9.3% of Issuer’s outstanding Common Stock; and (iv) K&R may be deemed to beneficially own 549,168 shares of Issuer Common Stock, representing 6.8% of Issuer’s outstanding Common Stock. Percentage of class is based on the outstanding Common Stock as reported in Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2018, and includes assumed exercise of options held. (b) In addition to the 1,816,956 shares of the Issuer’s Common Stock with which Mr. Oliver shares voting and dispositive power with the Estate, Holding, the Partnership and/or K&R, Mr. Oliver individually owns or has the right to acquire, within 60 days, 134,749 shares of Issuer Common Stock (which is included in the 1,951,705 shares identified in (a)(i) above), which includes director stock options to purchase 86,000 shares exercisable within 60 days and 3,750 shares held in trusts for Mr. Oliver’s daughter and minor grandchildren for which Mr. Oliver is the Trustee. Each of the Estate, Holding, the Partnership and K&R have shared power to dispose of and to vote the shares of Common Stock beneficially owned by it. (c) On May 22, 2018, the Estate became the sole member of Holding (with retroactive effectiveness from May 10, 2018) and, in such role, contributed its shares of Issuer Common Stock to Holding. On May 22, 2018, in connection with a loan, and pursuant to multiple Pledge Agreements (attached hereto as exhibits), each of Holding, the Partnership and K&R pledged all of its respective shares of Issuer Common Stock to a bank. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On May 22, 2018, in connection with a loan, and pursuant to multiple Pledge Agreements, each of Holding, the Partnership and K&R pledged all of its respective shares of Issuer Common Stock to a bank.

Item 7.	Material to be Filed as Exhibits.

Exhibit No.		Exhibits

99.1		Joint Filing Agreement dated May 23, 2018.

99.2		Pledge Agreement between Holding and Central Bank & Trust Co. dated as of May 22, 2018.

99.3		Pledge Agreement between K&R and Central Bank & Trust Co. dated as of May 22, 2018.

99.4		Pledge Agreement between the Partnership and Central Bank & Trust Co. dated as of May 22, 2018.

99.5		Commercial Note made by Holdings, the Partnership and K&R in favor of Central Bank & Trust Co. dated as of May 22, 2018.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	May 23, 2018
	Date
	/s/ Orson Oliver
	Signature
	Orson Oliver
	Name

	ESTATE OF HARRY KLETTER


	By:	/s/ Orson Oliver
		Orson Oliver, Personal Representative
	KLETTER HOLDING LLC


	By:	/s/ Orson Oliver
		Orson Oliver, President


	K & R, LLC
	By: Kletter Holding LLC
	Its: Sole Member


	By:	/s/ Orson Oliver
		Orson Oliver, President


	THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP
	By: Kletter Holding LLC
	Its: General Partner

	By:	/s/ Orson Oliver
		Orson Oliver, President

EX-99.1 2 ex991_1.htm JOINT FILING AGREEMENT

EXHIBIT 99.1

JOINT FILING AGREEMENT

Orson Oliver, The Estate of Harry Kletter, Kletter Holding LLC, The Harry Kletter Family Limited Partnership and K & R, LLC each hereby agree, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, that the Schedule 13D filed herewith, and any amendments thereto, relating to the shares of common stock of Industrial Services of America, Inc. is, and will be, jointly filed on behalf of each such person and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned hereby executes this Agreement as of the date set forth below.

Dated: May 23, 2018


	/s/ Orson Oliver Signature Orson Oliver
	Name


	ESTATE OF HARRY KLETTER


	By:	/s/ Orson Oliver
		Orson Oliver, Personal Representative
	KLETTER HOLDING LLC


	By:	/s/ Orson Oliver
		Orson Oliver, President


	K & R, LLC
	By: Kletter Holding LLC
	Its: Sole Member


	By:	/s/ Orson Oliver
		Orson Oliver, President


	THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP
	By: Kletter Holding LLC
	Its: General Partner

	By:	/s/ Orson Oliver
		Orson Oliver, President

EX-99.2 3 ex992_2.htm PLEDGE AGREEMENT BETWEEN HOLDING AND CENTRAL BANK

Exhibit 99.2

PLEDGE AGREEMENT

KLETTER HOLDING LLC ("Pledgor") and CENTRAL BANK & TRUST CO. (Pledgee") hereby agree as follows:

1.Pledge. Pledgor hereby pledges to Pledgee and Pledgor hereby agrees as follows and grants to Pledgee a security interest in the following collateral, wherever located, now existing and hereafter arising or coming into existence (the "Collateral"):

1.1Pledgor's assets held in Account #8327-4793 at Hilliard Lyons and used for the purchase, sale, and retention of, or are held in the form of, mutual funds, money market funds, stocks, bonds or any other investments, and all securities entitlements with respect thereto (the "Account"); and

1.2All income, dividends, proceeds and products of the foregoing in whatever form the same may be,

for the purpose of securing the payment to Pledgee of all of the following ("Obligations"): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Pledgee from Pledgor, K & R, LLC, 7100 GRADE LANE LLC, and THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP (collectively, “Borrower”) of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial Note given by Borrower to Pledgee dated May 22, 2018 (the "Note"), and all of the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Pledgee on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys' fees, and any other sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect.

2.Representations, Warranties and Covenants. Pledgor represents, warrants and covenants to Pledgee that: (a) Pledgor is the beneficial owner of the Collateral, and has not made any prior sale, pledge, encumbrance, assignment or other disposition of any of the Collateral and the same is free from all encumbrances and rights of setoff of any kind; (b) except as herein provided, Pledgor will not hereafter without the prior written consent of Pledgee sell, pledge, encumber, assign or otherwise dispose of any of the Collateral or permit any right of setoff, lien or security interest to exist thereon except to Pledgee; (c) Pledgor will defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein; (d) Pledgor now keeps and will continue to keep its books and records concerning the Collateral at its principal place of business which is Pledgor's notice address shown below; and (e) Pledgor will furnish to Pledgee from time to time if and as requested current lists of the Collateral; and, if and when requested by Pledgee from time to time, will furnish to it copies of all correspondence and other instruments or writings in any way evidencing or relating to the Collateral or the proceeds thereof.

3.Payment of Expenses by Pledgee. At its option, Pledgee may discharge taxes, liens, security interests or such other encumbrances as may attach to the Collateral. Pledgor will reimburse Pledgee on demand for any payment so made or any expense incurred by Pledgee pursuant to the foregoing authorization, and the Collateral also will secure any advances or payments so made or expenses so incurred by Pledgee.

4.Financing Statements; Documents. Pledgor authorizes Pledgee to prepare and file one or more financing statements pursuant to the Uniform Commercial Code in form satisfactory to Pledgee, and Pledgor will pay the cost of filing financing, continuation and termination statements in all public offices where filing is deemed necessary or desirable by Pledgee. Pledgor hereby authorizes Pledgee to prepare and file from time to time such supplemental assignments or other instruments as Pledgee may require for the purpose of confirming Pledgee's interest in the Collateral. Pledgor hereby authorizes Pledgee to prepare and file on behalf of Pledgor all financing statements and documents deemed necessary or appropriate to perfect Pledgee's interest in the Collateral. Pledgor hereby ratifies any filing by Pledgee that predates the date of this Agreement but that was intended to perfect the security interest granted hereby.

5.Dealing with Account. So long as this Agreement is in effect and no Event of Default has occurred, Pledgor will have the right to any income or dividends of the Account. Pledgee will have no obligation to monitor the Account and will have no liability of any kind whatsoever for any change in the market value of the Account. Pledgor acknowledges that Pledgor has selected all investments in the Account without the advice or information of any sort from Pledgee.

6.Default.

6.1Upon the occurrence of any of the following (herein referred to as an "Event of Default"): (i) any Event of Default (as defined in any of the documents evidencing the Obligations), or (ii) any default under any of such documents that do not have a defined set of "Events of Default," (iii) any representation or warranty made by Pledgor to Pledgee in this Agreement is false or erroneous in any material respect, or (iv) the failure of Pledgor to observe or perform any covenant or other agreement with Pledgee under this Agreement, Pledgee may exercise any one or more of the rights and remedies granted pursuant to this Agreement or given to a Pledgee under applicable law, as it may be amended from time to time, including but not limited to the right to take possession and sell, lease or otherwise dispose of the Collateral and, at its option, operate, use or exercise any rights of ownership pertaining to the Collateral as the Pledgee deems necessary to preserve the value and receive the benefits of the Collateral and notifying all persons subject to a control agreement who may otherwise have possession or control of any of the Collateral and taking possession of any such Collateral. Upon the occurrence of an Event of Default, Pledgee may, so far as Pledgor can give authority therefor, enter upon any premises on which the Collateral or any part thereof may be situated and take possession of and remove the same therefrom and gives permission to Pledgee to conduct a sale of any or all of the Collateral, which sale may be conducted on any real property owned by Pledgor without charge or interference by Pledgor. Pledgee may require Pledgor to make the Collateral available to Pledgee at a place to be designated by Pledgee that is reasonably convenient to both parties. Pledgor waives all claims for damages by reason of any seizure, repossession, retention, use, or sale of the Collateral under the terms of this Agreement.

6.2The net proceeds arising from the disposition of the Collateral after deducting expenses incurred by Pledgee will be applied to the Obligations in the order determined by Pledgee. If any excess remains after the discharge of all of the Obligations, the same will be paid to Pledgor. If after exhausting all of the Collateral, there should be a deficiency, Pledgor will be liable therefor to Pledgee, provided, however, that nothing contained herein will obligate Pledgee to proceed against the Collateral prior to making a claim against Pledgor or any other party obligated under the Obligations or prior to proceeding against any other collateral for the Obligations.

6.3Whenever notice is required by law to be sent by Pledgee to Pledgor of any sale or other disposition of the Collateral, ten days written notice sent in accordance with the requirements of the applicable section of the Uniform Commercial Code to Pledgor at the address specified below, or at such other address as Pledgor may furnish Pledgee in writing from time to time for this purpose, will be reasonable.

7.Rights of Pledgee; Power of Attorney. Pledgor hereby irrevocably constitutes and appoints Pledgee and any officer thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Pledgor or in its name, from time to time in Pledgee's discretion for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, Pledgor hereby gives Pledgee the power and right, on behalf of Pledgor, either before or after an Event of Default, and without notice to or assent by Pledgor, to do the following:

7.1to establish and maintain the Collateral, to deposit and withdraw funds therefrom;

7.2to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral;

7.3to commence and prosecute any suits, actions or proceeding at law or in equity in any court of competent jurisdiction to collect any of the Collateral and to enforce any other right in respect of the Collateral;

7.4to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as Pledgee may deem appropriate; and

7.5generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Pledgee were the absolute owner thereof for all purposes, and to do, at Pledgee's option, at any time, or from time to time, all acts and things which Pledgee deems necessary to protect or preserve the Collateral and Pledgee's security interest and rights therein in order to effect the intent of this Agreement, all as fully and effectively as Pledgor might do.

Pledgor hereby ratifies all that such attorneys will lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, will be irrevocable and will terminate only upon payment in full of the Obligations and the termination of this Agreement. The powers conferred upon Pledgee hereunder are solely to protect Pledgee's interests in the Collateral and will not impose any duty upon it to exercise any such powers. Pledgee will have no obligation to preserve any rights of any third parties in the Collateral. Pledgee will be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents will be responsible to Pledgor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct.

8.General.

8.1Waiver. No delay or omission on the part of Pledgee to exercise any right or power arising from any Event of Default will impair any such right or power or be considered a waiver of any such right or power or a waiver of any such Event of Default or an acquiescence therein, nor will the action or non-action of Pledgee in case of such Event of Default impair any right or power arising as a result thereof or affect any subsequent default or any other default of the same or a different nature.

8.2Notices. All notices, demands, requests, consents or approvals and other communications required or permitted hereunder will be in writing, and, to the extent required by applicable law, will comply with the requirements of the Uniform Commercial Code then in effect, and will be addressed to such party at the address set forth below or to such other address as any party may give to the other in writing for such purpose:

To Pledgee: Central Bank & Trust Co.

300 West Vine Street

Lexington, Kentucky 40507

Attn: Brett Blackwell

To Pledgor: Kletter Holding LLC

7100 Grade Lane

Louisville, Kentucky 40213

Attn: Orson Oliver

All such communications, if personally delivered, will be conclusively deemed to have been received by a party hereto and to be effective when so delivered; if given by mail, on the fourth business day after such communication is deposited in the mail with first-class postage prepaid, return receipt requested; or if sent by overnight courier service, on the day after deposit thereof with such service; or if sent by certified or registered mail, on the third business day after the day on which deposited in the mail.

8.3Successors and Assigns. This Agreement will be binding upon and inure to the benefit of Pledgor and Pledgee and their respective successors and assigns, provided, however, that Pledgor may not assign, delegate, or transfer this Agreement in whole or in part without the prior written consent of Pledgee and Pledgee at any time may assign this Agreement in whole or in part. All references herein to the "Pledgor" and "Pledgee" will be deemed to apply to Pledgor and Pledgee and their respective heirs, administrators, successors and assigns.

8.4Joint and Several Obligations. If this Pledge Agreement is executed by more than one person or entity as the "Pledgor," the obligations of such persons or entities hereunder will be joint and several. Unless otherwise specified herein, any reference to "Pledgor" will mean each such person or entity executing this Pledge Agreement individually and all of such persons or entities collectively.

8.5Modifications. This Pledge Agreement and the Exhibits attached hereto constitute the entire agreement of the parties and supersede all prior negotiations, agreement and understanding regarding the subject matter hereof. No modification or waiver of any provision of this Agreement nor consent to any departure by Pledgor therefrom, will be established by conduct, custom, or course of dealing; and no modification will in any event be effective unless the same is in writing and specifically refers to this Pledge Agreement, and then such waiver or consent will be effective only in the specific instance and for the purpose for which given. No notice to or demand on Pledgor in any case will entitle Pledgor to any other or further notice or demand in the same, similar or other circumstance.

8.6Illegality. If fulfillment of any provision hereof or any transaction related hereto or of any provision of this Agreement, at the time performance of such provision is due, involves transcending the limit of validity prescribed by law, then ipso facto, the obligation to be fulfilled will be reduced to the limit of such validity; and if any clause or provisions herein contained operates or would prospectively operate to invalidate this Agreement in whole or in part, then such clause or provision only will be void, as though not herein contained, and the remainder of this Agreement will remain operative and in full force and effect.

8.7Gender, etc. Whenever used herein, the singular number will include the plural, the plural the singular and the use of the masculine, feminine or neuter gender will include all genders.

8.8Headings. The headings in this Agreement are for convenience only and will not limit or otherwise affect any of the terms hereof.

8.9Liability of Pledgee. Pledgor hereby agrees that Pledgee will not be chargeable for any negligence, mistake, act or omission of any employee, accountant, examiner, agent or attorney employed by Pledgee (except for the willful misconduct of any person, corporation, partnership or other entity employed by Pledgee) in making examinations, investigations or collections, or otherwise in perfecting, maintaining, protecting or realizing upon any lien or security interest or any other interest in the Collateral or other security for the Obligations.

8.10Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all of which taken together will constitute one and the same agreement. Any party so executing this Agreement by facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile transmission.

8.11Governing Law. This Agreement has been delivered and accepted at and will be deemed to have been made at Lexington, Kentucky and will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the Commonwealth of Kentucky, and will include all matters arising out of or relating to this Agreement, including without limitation claims as to its validity, interpretation, construction, performance, and all claims sounding in tort.

8.12Jurisdiction. Pledgor hereby irrevocably agrees and submits to the exclusive jurisdiction of any state or federal court located within Fayette County, Kentucky; provided that nothing contained in this Agreement will prevent Pledgee from bringing any action, enforcing any award or judgment or exercising any rights against Pledgor individually, against any security or against any property of Pledgor within any other county, state, or other foreign or domestic jurisdiction. Pledgee and Pledgor agree that the venue provided above is the most convenient forum for both Pledgee and Pledgor. Pledgor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

8.13Waiver of Jury Trial. THE PARTIES HERETO EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. PLEDGOR AND PLEDGEE ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

Pledgor acknowledges that Pledgor has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

[SIGNATURES ON THE FOLLOWING PAGE]

Dated as of May 22, 2018.

PLEDGOR:

KLETTER HOLDING llc

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: President

PLEDGEE:

CENTRAL BANK & TRUST CO.

By: /s/ Brett Blackwell

Print Name: Brett Blackwell

Title: Senior Vice President

EX-99.3 4 ex993_3.htm PLEDGE AGREEMENT BETWEEN K&R AND CENTRAL BANK

Exhibit 99.3

PLEDGE AGREEMENT

K & R, LLC ("Pledgor") and CENTRAL BANK & TRUST CO. (Pledgee") hereby agree as follows:

1.1Pledgor's assets held in Account #5734-5862 at Hilliard Lyons and used for the purchase, sale, and retention of, or are held in the form of, mutual funds, money market funds, stocks, bonds or any other investments, and all securities entitlements with respect thereto (the "Account"); and

1.2All income, dividends, proceeds and products of the foregoing in whatever form the same may be,

for the purpose of securing the payment to Pledgee of all of the following ("Obligations"): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Pledgee from Pledgor, KLETTER HOLDING LLC, 7100 GRADE LANE LLC, and THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP (collectively, “Borrower”) of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial Note given by Borrower to Pledgee dated May 22, 2018 (the "Note"), and all of the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Pledgee on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys' fees, and any other sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect.

6.Default.

7.1to establish and maintain the Collateral, to deposit and withdraw funds therefrom;

7.2to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral;

7.4to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as Pledgee may deem appropriate; and

8.General.

To Pledgee: Central Bank & Trust Co.

300 West Vine Street

Lexington, Kentucky 40507

Attn: Brett Blackwell

To Pledgor: K & R, LLC

7100 Grade Lane

Louisville, Kentucky 40213

Attn: Orson Oliver

8.7Gender, etc. Whenever used herein, the singular number will include the plural, the plural the singular and the use of the masculine, feminine or neuter gender will include all genders.

8.8Headings. The headings in this Agreement are for convenience only and will not limit or otherwise affect any of the terms hereof.

Pledgor acknowledges that Pledgor has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

[SIGNATURES ON THE FOLLOWING PAGE]

Dated as of May 22, 2018.

PLEDGOR:

K & R, LLC

By: Kletter Holding LLC,

Sole Member

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: President

PLEDGEE:

CENTRAL BANK & TRUST CO.

By: /s/ Brett Blackwell

Print Name: Brett Blackwell

Title: Senior Vice President

EX-99.4 5 ex994_4.htm PLEDGE AGREEMENT BETWEEN THE PARTNERSHIP AND CENTRAL BANK

Exhibit 99.4

PLEDGE AGREEMENT

THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP ("Pledgor") and CENTRAL BANK & TRUST CO. (Pledgee") hereby agree as follows:

1.1Pledgor's assets held in Account #5283-9240 at Hilliard Lyons and used for the purchase, sale, and retention of, or are held in the form of, mutual funds, money market funds, stocks, bonds or any other investments, and all securities entitlements with respect thereto (the "Account"); and

1.2All income, dividends, proceeds and products of the foregoing in whatever form the same may be,

for the purpose of securing the payment to Pledgee of all of the following ("Obligations"): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Pledgee from Pledgor, KLETTER HOLDING LLC, K & R, LLC, and 7100 GRADE LANE LLC (collectively, “Borrower”) of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial Note given by Borrower to Pledgee dated May 22, 2018 (the "Note"), and all of the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Pledgee on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys' fees, and any other sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect.

6.Default.

7.1to establish and maintain the Collateral, to deposit and withdraw funds therefrom;

7.2to receive payment of, endorse, and receipt for, any and all monies, claims and other amounts due and to become due at any time in respect of or arising out of the Collateral;

7.4to settle, compromise or adjust any suit, action or proceeding described above, and, in connection therewith, to give such discharges or releases as Pledgee may deem appropriate; and

8.General.

To Pledgee: Central Bank & Trust Co.

300 West Vine Street

Lexington, Kentucky 40507

Attn: Brett Blackwell

To Pledgor: The Harry Kletter Family Limited Partnership

7100 Grade Lane

Louisville, Kentucky 40513

Attn: Orson Oliver

8.7Gender, etc. Whenever used herein, the singular number will include the plural, the plural the singular and the use of the masculine, feminine or neuter gender will include all genders.

8.8Headings. The headings in this Agreement are for convenience only and will not limit or otherwise affect any of the terms hereof.

Pledgor acknowledges that Pledgor has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

[SIGNATURES ON THE FOLLOWING PAGE]

Dated as of May 22, 2018.

PLEDGOR:

THE HARRY KLETTER FAMILY

LIMITED PARTNERSHIP

By: Kletter Holding LLC,

General Partner

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: President

PLEDGEE:

CENTRAL BANK & TRUST CO.

By: /s/ Brett Blackwell

Print Name: Brett Blackwell

Title: Senior Vice President

EX-99.5 6 ex995_5.htm COMMERCIAL NOTE

Exhibit 99.5

COMMERCIAL NOTE

$2,000,000.00

Lexington, Kentucky

FOR VALUE RECEIVED, KLETTER HOLDING LLC, a Delaware limited liability company, K & R, LLC, a Kentucky limited liability company, 7100 GRADE LANE LLC, a Kentucky limited liability company, and THE HARRY KLETTER FAMILY LIMITED PARTNERSHIP, a Kentucky limited partnership, all with a principal place of business at 7100 Grade Lane, Louisville, Kentucky 40213 (individually or collectively, "Borrower"), promise to pay to the order of CENTRAL BANK & TRUST CO., a Kentucky banking corporation, whose address is 300 West Vine Street, Lexington, Kentucky 40507 ("Lender") the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) (the "Total Facility"), together with interest thereon, on or before the "Maturity Date" as that term is defined below. Principal of this Note and all accrued interest thereon shall be due and payable as follows:

1.Interest Rate. This Note shall bear interest from the date hereof until the outstanding principal balance of this Note, all accrued but unpaid interest thereon and all other charges, fees or expenses hereunder have been repaid to Lender in full as follows:

Fixed Rate. This Note shall bear interest at a fixed rate equal to Five Percent (5.00%) per annum.

All interest calculations under this Note will be made based on a year of 360 days for the actual number of days in each interest period.

2.Payments. The principal of, and all interest on, this Note shall be due and payable as follows:

Principal and Interest (fixed rate). Borrower shall make payments of principal and interest on this Note, each in the amount of Twenty-One Thousand Two Hundred Eighty-One and 06/100 Dollars ($21,281.06), beginning on June 22, 2018, and continuing on the 22^nd day of each and every month thereafter, until the outstanding principal of this Note and all accrued but unpaid interest thereon are paid in full; provided, however, that all outstanding principal and accrued interest shall be due and payable in full on the Maturity Date.

On the Maturity Date, this Note shall mature and Borrower shall pay to Lender a balloon payment in an amount equal to all outstanding principal, interest and fees.

Borrower hereby authorizes Lender to automatically debit any fees, costs, charges, interest, or principal payments that are due but otherwise unpaid arising in connection with any of the Loan Documents, as such term is defined herein, from any account of Borrower (whether held individually or with others) in Lender's possession, custody, or control or the possession, custody, or control of any affiliate of Lender, without notice to Borrower, but Lender is not obligated to do so.

3.Maturity Date. The outstanding principal of this Note, all accrued but unpaid interest thereon and all other charges, fees or expenses hereunder shall be due and payable in full on or before May 22, 2023 (the "Maturity Date"), or such later date as may be designated by Lender by written notice from Lender to Borrower (it being understood that in no event will Lender be under any obligation to extend or renew this Note beyond the initial or any extended Maturity Date).

4.Full Funding. All of the proceeds of this Note shall be advanced or disbursed in full to Borrower at the closing of this loan and no further advances shall be allowed.

5.Late Charge and Default Rate of Interest. If Lender does not receive any payment due under this Note within ten (10) days of the date it is due, then Lender may charge a late charge of five percent (5.00%) of the amount of the overdue payment (the "Late Charge"). Upon maturity, whether by acceleration or otherwise, or upon the occurrence of an Event of Default hereunder, in addition to any and all other remedies to which Lender may be entitled, the applicable rate of interest on this Note shall be increased to five percent (5.00%) per annum in excess of the rate set forth in Section 1, above (the "Default Rate"), but not more than the highest rate permitted by law.

6.Security. To secure repayment of this Note, any extensions or renewals thereof and all other existing and future indebtedness of Borrower to Lender (whether direct, indirect, absolute or contingent), Borrower shall grant, and does hereby grant, to Lender a security interest in the following described property:

Assignment of Note from 7100 Grade Lane LLC; Assignment of Note from K & R, LLC; Pledge Agreements from Kletter Holding LLC, K & R, LLC, and The Harry Kletter Family Limited Partnership; Security Agreements from each Borrower; Commercial Mortgage and Assignment of Leases and Rents, separate Assignment of Leases, Rents and Profits, and separate Fixture Filing from 7100 Grade Lane LLC,

as well as any and all other property which is now or hereafter listed in any separate security agreement or mortgage as directly or indirectly securing this Note, and also all money and other property held by Lender on deposit in safekeeping or otherwise for the account of or to the credit of Borrower, or in which Borrower has an interest; provided that Lender will have the right to call for additional security as necessary. All of the documents or instruments that provide a lien or security interest in the collateral described above (the "Collateral"), as well as any and all other documents or instruments now or hereafter executed in connection with this Note and the loan evidenced hereby, including but not limited to any Loan Agreement by and between Lender and Borrower, are referred to herein collectively as the "Security Documents." All of the terms and conditions of the Security Documents are incorporated herein and made a part of this Note as if fully set forth at length herein. Any holder of this Note shall be entitled to the rights, privileges, benefits and remedies provided in the Security Documents and in the real and personal property secured thereby. Borrower represents and warrants to Lender that the Security Documents have been validly executed and delivered to Lender and that the Security Documents are legally valid, binding and enforceable against Borrower (or any other party which has executed any of the Security Documents) in accordance with their respective terms. As used herein, "Loan Documents" will mean all Security Documents and this Note. Upon the occurrence of an Event of Default and in the event that Borrower receives payment of or proceeds from any of the Collateral, including without limitation and to the extent that it is included as Collateral hereunder, accounts, monies, checks, notes, drafts, or any other items of payment, Borrower agrees that Borrower will deliver to Lender the same in the form received by Borrower without commingling with any funds belonging to Borrower, and promptly will deposit the same in a special collateral account with Lender. Upon the occurrence of an Event of Default, Borrower authorizes Lender at any time without notice to appropriate and apply any balances, credits, deposits or accounts or money of Borrower (held individually or with others) in its possession, custody, or control or the possession, custody, or control of any affiliate of Lender to the payment of any of Borrower’s obligations to Lender, all of which may at all times be held and treated as additional Collateral.

7.Proceeds. Each Borrower represents that the proceeds of this Note will be used exclusively for business or commercial purposes, and that no portion of the proceeds will be used for personal, family or household purposes.

8.Covenants. Upon request, Borrower will provide financial information in form and substance acceptable to Lender.

9.Events of Default and Remedies. The occurrence of any of the following shall be an "Event of Default" hereunder: (a) failure of any Borrower to make any payment when due under this Note or under any other note or obligation of Borrower to Lender; (b) an Event of Default under the Security Documents, or any default under any of the following that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided therein: any other agreement, document or instrument between Borrower and Lender; (c) if any Borrower or endorsers or Guarantors of this Note shall (i) make an assignment for the benefit of creditors, (ii) have a petition initiating any proceeding under the Bankruptcy Code filed by or against one or more of them, (iii) have a receiver, trustee, or custodian appointed for all or any material part of their respective assets, or (iv) seek to make an adjustment, settlement or extension of their respective debts with his, her or its (as the case may be) creditors generally; (d) a default with respect to any other indebtedness of any Borrower or any Guarantor for borrowed money; (e) a proceeding being filed by or commenced against any Borrower or any Guarantor of this Note for dissolution or liquidation, or any Borrower or any Guarantor of this Note voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (f) in the event a judgment or writ or order of attachment or garnishment is made and issued against any Borrower or any Borrower’s property; (g) in the event that this Note or any guaranty executed by any Guarantor is secured, the failure of Borrower or any Guarantor to provide Lender with additional collateral if in the opinion of Lender at any time or times, the market value of any of the collateral securing this Note or any guaranty has depreciated; (h) the revocation or attempted revocation, in whole or in part, of any guaranty by any Guarantor or the death of any Borrower or any Guarantor (if an individual); (i) any representation or warranty made by any Borrower or Guarantor to Lender in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of any Borrower or any Guarantor to Lender, is false or erroneous in any material respect; (j) the failure of any Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with the Loan(s), including but not limited to this Note or any of the Security Documents; (k) in the event Lender in good faith deems itself insecure with respect to payment of this Note, or in good faith believes the prospect of payment is impaired, or Lender determines in the exercise of its sole judgment that Lender’s perfection in any of the Collateral is impaired; or (l) the failure of any Borrower or any Guarantor to observe or perform any covenant or other agreement with Lender contained in any document, including but not limited to the Security Documents or any documents now or in the future securing the obligations of any Borrower or any Guarantor to Lender. As used herein, the term "Guarantor" will mean any guarantor of the obligations of Borrower to Lender whether existing on the date of this Note or arising in the future, or any person who pledges particular Collateral for the security of this Note whether or not the debt itself is guaranteed, existing on the date of this Note or arising in the future. Upon the occurrence of an Event of Default: (i) the outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, at the option of the holder and without demand or notice of any kind (which are hereby expressly waived), may be accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from the date of the occurrence of the Event of Default bear interest at the Default Rate, (iii) Borrower will pay to Lender all reasonable attorneys’ fees, court costs and expenses incurred by Lender in connection with Lender's efforts to collect the indebtedness evidenced by the Note, and (iv) Lender may exercise from time to time any of the rights and remedies available to the holder under the Security Documents or under applicable law.

10.Prepayment. The indebtedness may be prepaid in whole or in part without premium or penalty.

Payments received will be applied in the following order: (i) to charges, fees and expenses (including reasonable attorneys' fees), (ii) to accrued interest, and (iii) to principal. Any additional payments will be applied in the foregoing order and, to the extent applied to principal, will be applied to installments of principal payable hereunder in the inverse order of maturity.

11.Cumulative Remedies. All rights and remedies of the holder of this Note shall be cumulative to the fullest extent allowed by law. Time shall be of the essence for paying interest on the principal of this Note.

12.Waiver. All parties to this Note, whether a borrower, endorsers, sureties, guarantors or otherwise connected herein, waive presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment or non-acceptance, any other notice and all due diligence or promptness that may otherwise be required by law, and all exemptions to which they may now or hereafter be entitled under the laws of the Commonwealth of Kentucky, the United States of America, or any state thereof. No delay or failure on the part of Lender to exercise any right, remedy or power hereunder, under any of the Loan Documents or under applicable law will impair or waive any such right, remedy or power (or any other right, remedy or power), be considered a waiver of or an acquiescence in any breach, default or Event of Default or affect any other or subsequent breach, default or Event of Default of the same or a different nature. No waiver of any breach, default or Event of Default, nor any modification, waiver, discharge or termination of any provision of this Note, nor consent to any departure by Borrower therefrom, will be established by conduct, custom or course of dealing; and no modification, waiver, discharge, termination nor consent will in any event be effective unless the same is in writing, signed by Lender and specifically refers to this Note, and then such modification, waiver, discharge or termination or consent will be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on Borrower in any case will entitle Borrower to any other or further notice or demand in the same or any similar or other circumstance.

13.Expenses Incurred by Lender. If Lender expends sums in defending or otherwise protecting its collateral under the Loan Documents prior to an Event of Default, or if any Event of Default occurs under this Note, and this Note is placed in the hands of an attorney for collection, or is collected through any court, including, without limitation, bankruptcy court, then Borrower promises to pay the holder of this Note the reasonable attorneys' fees and legal costs incurred in collecting or attempting to collect or securing or attempting to secure this Note or enforcing the rights of such holder with respect to any collateral securing this Note, including, without limitation, appraisal fees, costs of environmental audits, site assessments and/or remediation, to the fullest extent allowed by the laws of the Commonwealth of Kentucky or any state in which any collateral for this Note is situated.

14.Rights of Lender. Lender may, with or without notice to any party and without affecting the obligations of any Borrower, surety, Guarantor, endorser, accommodation party or any other party to this Note, (a) renew, extend or otherwise postpone the time for payment of either principal of this Note or interest thereon from time to time, (b) release or discharge any one or more parties liable on this Note, (c) suspend the right to enforce this Note with respect to any person(s), including any present or future Guarantor of this Note, (d) change, exchange or release any property in which Lender possesses any interest securing this Note, (e) justifiably or otherwise, impair any collateral securing this Note or suspend the right to enforce against any such collateral, and (f) at any time it deems it necessary or proper, call for and should it be made available, accept, as additional security, the signature(s) of an additional party or a security interest in property of any kind or description or both.

15.Complete Agreement. This Note and the Security Documents are the entire and complete agreement of the parties hereto and supersede all previous understandings and agreements relating to the subject matter hereof. This Note and the Security Documents may be amended only by an instrument in writing that explicitly states that it amends this Note or such Security Documents and is signed by Borrower and acknowledged by Lender.

16.Severability. The provisions of this Note are intended to be severable. If any provision of this Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

17.Joint and Several Liability. In the event more than one individual or entity executes this Note on behalf of Borrower, then the terms and conditions of this Note and the obligations hereunder shall be binding upon each signatory jointly and severally.

18.Late Charge, Default Rate, and Prepayment Premium.

18.1 The Late Charge, the Default Rate, and the Prepayment Premium, if any, are imposed as liquidated damages for the purpose of defraying Lender’s expenses incident to the handling of delinquent payments, but are in addition to, and not in lieu of, Lender’s exercise of any rights and remedies hereunder, under the other Security Documents or under applicable law, and any fees and expenses of any agents or any reasonable fees and expenses of any attorneys which Lender may employ. In addition, the Default Rate reflects the increased credit risk to Lender of carrying a loan that is in default. Borrower agrees that the Late Charge, Default Rate, and Prepayment Premium are reasonable forecasts of just compensation for anticipated and actual harm incurred by Lender, and that the actual harm incurred by Lender cannot be estimated with certainty and without difficulty.

18.2 Nothing contained in this Note regarding late charges or the Default Rate will be construed in any way to extend the due date of any payment or waive any payment default, and each such right is in addition to, and not in lieu of, the other and any other rights and remedies of Lender hereunder, under any of the Security Documents or under applicable law (including, without limitation, the right to interest, reasonable attorneys' fees and other expenses).

19.Usury. Without limiting the generality of the foregoing, if from any circumstances whatsoever the fulfillment of any provision of this Note involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event will any exaction of interest be possible under this Note in excess of the limit of such validity and the right to demand any such excess is hereby expressly waived by Lender. As used in this Section, "applicable usury statute" and "applicable law" mean such statute and law in effect on the date hereof, subject to any change therein that result in a higher permissible rate of interest.

20.Singular and Plural Terms. Wherever used herein, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.

21.Binding Effect. This Note will bind Borrower and the heirs, executors, administrators, successors and assigns of Borrower, and the benefits hereof will inure to the benefit of Lender and its successors and assigns. All references herein to the "Borrower" and "Lender" will include the respective heirs, administrators, successors and assigns thereof; provided, however, that Borrower may not assign, delegate or transfer any of its obligations under this Note in whole or in part without the prior written consent of Lender and Lender at any time may assign this Note in whole or in part (but no assignment by Lender of less than all of this Note will operate to relieve Borrower from any duty to Lender with respect to the unassigned portion of this Note).

22.Repayment by Lender. If at any time all or any part of any payment or transfer of any kind received by Lender with respect to all or any part of this Note is repaid, set aside or invalidated by reason of any judgment, decree or order of any court or administrative body, or by reason of any agreement, settlement or compromise of any claim made at any time with respect to the repayment, recovery, setting aside or invalidation of all or any part of such payment or transfer, Borrower's obligations under this Note will continue (and/or be reinstated) and Borrower will be and remain liable, and will indemnify, defend and hold harmless Lender for, the amount or amounts so repaid, recovered, set aside or invalidated and all other claims, demands, liabilities, judgments, losses, damages, costs and expenses incurred in connection therewith. The provisions of this Section will be and remain effective notwithstanding any contrary action which may have been taken by Borrower in reliance upon such payment or transfer, and any such contrary action so taken will be without prejudice to Lender's rights hereunder and will be deemed to have been conditioned upon such payment or transfer having become final and irrevocable. The provisions of this Section will survive any termination, cancellation or discharge of this Note.

23.Notices. All notices, demands, requests, consents or approvals and other communications required or permitted hereunder will be in writing, and, to the extent required by applicable law, will comply with the requirements of the Uniform Commercial Code then in effect, and will be addressed to such party at the address set forth below or to such other address as any party may give to the other in writing for such purpose:

To Lender:		Central Bank & Trust Co.
		300 West Vine Street
		Lexington, Kentucky 40507
	Attn:	Brett Blackwell

To Borrower:		Kletter Holding LLC K & R, LLC 7100 Grade Lane LLC The Harry Kletter Family Limited Partnership
		7100 Grade Lane
		Louisville, Kentucky 40213
	Attn:	Orson Oliver

24.Governing Law. This Note has been delivered and accepted at and will be deemed to have been made at Lexington, Kentucky and will be interpreted and the rights and liabilities of the parties hereto determined in accordance with the laws of the Commonwealth of Kentucky, excluding its conflict of laws rules, and will include all matters arising out of or relating to this Agreement, including without limitation claims as to its validity, interpretation, construction, performance, and all claims sounding in tort.

25. Jurisdiction. Borrower hereby irrevocably agrees and submits to the exclusive jurisdiction of any state or federal court located within Fayette County, Kentucky; provided that nothing contained in this Agreement will prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against Borrower individually, against any security or against any property of Borrower within any other county, state, or other foreign or domestic jurisdiction. Lender and Borrower agree that the venue provided above is the most convenient forum for both Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

26.Waiver of Jury Trial. THE PARTIES HERETO EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. BORROWER AND LENDER ACKNOWLEDGE THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

Borrower acknowledges that Borrower has read and understood all the provisions of this Agreement, including the waiver of jury trial, and has been advised by counsel as necessary or appropriate.

IN WITNESS WHEREOF, Borrower has executed this Note as of the 22nd day of May, 2018.

BORROWER

KLETTER HOLDING LLC

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: President

BORROWER

K & R, LLC

By: Kletter Holding LLC,

Sole Member

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: President

BORROWER

7100 GRADE LANE LLC

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: Manager

BORROWER

THE HARRY KLETTER FAMILY

LIMITED PARTNERSHIP

By: Kletter Holding LLC,

General Partner

By: /s/ Orson Oliver

Print Name: Orson Oliver

Title: President