SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

National Research Corporation

__________________________________________________________________________________

(Name of Issuer)

Common Stock, $.001 par value

__________________________________________________________________________________

(Title of Class of Securities)

637372202

__________________________________________________________________________________

(CUSIP Number)

Thomas Richardson

Arnold & Porter Kaye Scholer LLP

601 Massachusetts Ave., NW

Washington, D.C. 20001-3743

202-942-5171

__________________________________________________________________________________

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

March 11, 2021

__________________________________________________________________________________

(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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP NO.:  637372202

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Thomas Richardson, as the Trustee of Common Property Trust and as Manager of Common Property Trust LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [   ] (b) [   ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 4,772,522
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 4,772,522
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,772,522
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [    ]
13.	Percent of Class Represented by Amount in Row (11) 18.8%(1)
14.	Type of Reporting Person (See Instructions) IN

(1) The percentage indicated is based upon 25,420,408 shares of common stock outstanding as of February 26, 2021, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 5, 2021.

CUSIP NO.:  637372202

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Common Property Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [   ] (b) [   ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 4,772,522
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 4,772,522
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,772,522
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [    ]
13.	Percent of Class Represented by Amount in Row (11) 18.8%(1)
14.	Type of Reporting Person (See Instructions) OO

(1) The percentage indicated is based upon 25,420,408 shares of common stock outstanding as of February 26, 2021, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 5, 2021.

CUSIP NO.:  637372202

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Common Property Trust LLC (85-3188822)
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [   ] (b) [   ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [   ]
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 4,772,522
		8.	Shared Voting Power 0
		9.	Sole Dispositive Power 4,772,522
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,772,522
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [    ]
13.	Percent of Class Represented by Amount in Row (11) 18.8%(1)
14.	Type of Reporting Person (See Instructions) OO

(1) The percentage indicated is based upon 25,420,408 shares of common stock outstanding as of February 26, 2021, as reported in the Issuer's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 5, 2021.

CUSIP NO.:  637372202

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Statement”) relates to shares of the Common Stock, par value $.001 per share (the “Common Stock”), of National Research Corporation, a Wisconsin corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 1245 “Q” Street, Lincoln, Nebraska 68508.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly by the parties identified below.

(i)           Thomas Richardson, as Trustee of Common Property Trust and as Manager of Common Property Trust LLC (the “Trustee”);

(ii) Common Property Trust (the ”Trust”); and

(iii) Common Property Trust LLC (“CPT LLC”).  All of the equity interests of CPT LLC are owned by the Trust.

Each of the foregoing is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.”  Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1.

(b) The principal business address of the Trustee is 601 Massachusetts Ave., NW Washington, D.C. 20001. The principal business address of the Trust and CPT LLC is 4535 Normal Blvd., Suite 195, Lincoln, NE 68506.

(c) The principal occupation of the Trustee is attorney.

(d)           None of the Reporting Persons described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           None of the Reporting Persons described herein has, during the last five years, been 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 any violations with respect to such laws.

(f)           The Trustee is a citizen of the United States of America. The Trust is governed by the laws of the state of Delaware. CPT LLC is a Delaware limited liability company.

Item 3. Source and Amount of Funds or Other Consideration.

On March 11, 2021, CPT LLC acquired 4,751,522 shares of Common Stock (the “Purchased Shares”) in a private purchase under the terms of that certain Purchase Agreement, dated March 11, 2021, by and between Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E Trust Under Agreement dated October 24, 2018, and CPT LLC, a copy of which is attached hereto as Exhibit 99.2. The consideration for the Purchased Shares was the issuance and delivery by CPT LLC of a promissory note in the amount of $242,327,622, a copy of which is attached hereto as Exhibit 99.3.

Item 4. Purpose of Transaction.

The purpose of the transaction described under Item 3 was to further the estate planning objectives of the family of Mike Hays, the Issuer’s Chief Executive Officer and founder.  The shares are held by the Reporting Persons for investment purposes.  In pursuing such investment purposes, the Reporting Persons may further purchase, hold, trade, dispose, pledge, or otherwise deal in the Issuer's Common Stock at times, and in such manner, as they deem advisable to address their own goals as well as in response to actual or potential changes in the market prices of such Common Stock, changes in the Issuer's operations, business strategy, or prospects, or from a sale or merger of the Issuer.  To evaluate such alternatives, the Reporting Persons will routinely monitor the Issuer's operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons, and other investment considerations.  Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the trustees of the various trusts that hold or may benefit from the Common Stock, management or directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors.  Such factors and discussions may materially affect, and result in, the Reporting Persons' modifying their ownership of Common Stock, exchanging information with the Issuer (which information exchange may be pursuant to appropriate confidentiality or similar agreements), proposing changes in the Issuer's operations, governance, or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

The Reporting Persons note that liquidity and diversification are two goals of the trustees of certain of the trusts that hold or benefit from the Common Stock.  The Reporting Persons may attempt to address those goals over an indeterminate time period, and these goals may be accomplished, among other ways, through receipt of dividends if dividends are declared and paid by the Issuer, through dispositions of the Common Stock in public market or privately negotiated transactions (including transactions with the Issuer), through merger or other control transactions, or otherwise. The foregoing notwithstanding, the Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock, or dispose of all the Common Stock beneficially owned by them.  The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.  The Reporting Persons intend to participate in and influence the affairs of the Issuer through the exercise of their voting rights with respect to their shares of the Common Stock of the Issuer.

Item 5. Interest in Securities of the Issuer.

(a)Set forth below is the aggregate number and percentage of outstanding shares of Common Stock owned beneficially by each Reporting Person named in Item 2 (based on 25,420,408 shares of Common Stock outstanding as of February 26, 2021):

Name	Shares of Common Stock Beneficially Owned	Percentage of Shares of Common Stock Beneficially Owned
Trustee, the Trust, and CPT LLC	Common Stock –4,772,522	18.8%

CPT LLC directly owns 4,772,522 shares of Common Stock and has sole voting and dispositive power over such shares.  The Trust owns all of the equity interests of CPT LLC.  The Trustee is the trustee of the Trust and is the manager of CPT LLC.  Accordingly, the Trustee and the Trust may be deemed to have sole voting and dispositive power with regard to the shares of Common Stock held by CPT LLC and the Trustee may be deemed to have sole voting and dispositive power with regard to shares of Common Stock held by the Trust.

(b)The Trustee has sole voting and dispositive power of the Common Stock beneficially owned by the Trust and CPT LLC for reasons described in Item 5(a).

(c)The following transactions in the Common Stock have occurred during the past 60 days by the Reporting Persons:

Name	Trade Date	Number of Shares Acquired	Price Per Share	Where and How Transaction was Effected
Trustee, the Trust, and CPT LLC	3/11/2021	4,751,522	$51.00	Private purchase

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As described in Item 3 above, the Purchased Shares were acquired in a private purchase under the terms of that certain Purchase Agreement, dated March 11, 2021, by and between Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E Trust Under Agreement dated October 24, 2018, and CPT LLC, a copy of which is attached hereto as Exhibit 99.2, and were paid for by the issuance and delivery of a promissory note, a copy of which is attached hereto as Exhibit 99.3.  The promissory note is guaranteed by Amandla LLC, a Delaware limited liability company, pursuant to that certain guaranty dated March 11, 2021, which is attached hereto as Exhibit 99.4.

Pursuant to the Trust, the Trustee has exclusive management authority and responsibility for the shares of Common Stock of the Issuer held by the Trust.

Other than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1	Joint Filing Agreement, dated March 18, 2021, by and among Common Property Trust, Common Property Trust LLC, and Thomas Richardson as Trustee of Common Property Trust and Manager of Common Property Trust LLC.
Exhibit 99.2	Purchase Agreement, dated March 11, 2021, by and between Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E Trust Under Agreement dated October 24, 2018, and Common Property Trust LLC, a Delaware limited liability company.
Exhibit 99.3	Promissory Note issued by Common Property Trust LLC, in favor of Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E Trust under agreement dated October 24, 2018.
Exhibit 99.4	Guaranty of Amandla LLC, dated March 11, 2021.
Exhibit 99.5	Power of Attorney of Common Property Trust and Thomas Richardson as Trustee of Common Property Trust
Exhibit 99.6	Power of Attorney of Common Property Trust LLC and Thomas Richardson as Manager of Common Property Trust LLC

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.

Thomas Richardson, as Trustee of the Common Property Trust

/s/ Thomas Richardson, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith

COMMON PROPERTY TRUST, by Thomas Richardson, as Trustee

/s/ Thomas Richardson, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith

Thomas Richardson, as Manager of Common Property Trust LLC

/s/ Thomas Richardson, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith

COMMON PROPERTY TRUST LLC, by Thomas Richardson, as Trustee

/s/ Thomas Richardson, by Christopher Kortum, attorney-in-fact, pursuant to a Power of Attorney filed herewith

Dated: March 22, 2021

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Statement on Schedule 13D, with respect to the shares of Common Stock, par value $.001 per share, of National Research Corporation, and any further amendments thereto executed by each and any of us shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

This Agreement may be executed simultaneously in any number of counterparts, all of which together shall constitute one and the same instrument.

Date: March 18, 2021

	COMMON PROPERTY TRUST
By:	/s/ Thomas Richardson
	Thomas Richardson, Trustee
	COMMON PROPERTY TRUST LLC
By:	/s/ Thomas Richardson
	Thomas Richardson, Manager
	/s/ Thomas Richardson
	Thomas Richardson, as Trustee of Common Property Trust and Manager of Common Property Trust LLC

Back to Schedule 13D

EX-99.2

Exhibit 99.2

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”) is dated March 11, 2021, between Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E TRUST u/a dated October 24, 2018 (the “Seller”), and COMMON PROPERTY TRUST LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, Seller owns FOUR MILLION SEVEN HUNDRED FIFTY-ONE THOUSAND FIVE HUNDRED TWENTY-TWO (4,751,522) shares of common stock of National Research Corporation (NASDAQ symbol: NRC) (the “NRC Shares”); and

WHEREAS, Seller desires to sell the NRC Shares to Purchaser, and Purchaser desires to acquire the NRC Shares on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1.Recitals.  The foregoing recitals are hereby incorporated herein by this reference.

2.Sale and Purchase.  Seller hereby sells, transfers, sets over and conveys to Purchaser all of the right, title and interest which Seller owns or possesses or to which Seller is otherwise entitled in and to the NRC Shares.  Purchaser hereby (i) purchases the NRC Shares from Seller on the terms and conditions set forth herein; and (ii) assumes and accepts the NRC Shares and all of the duties and responsibilities related thereto from and after the Closing Date (hereinafter defined).

3.Purchase Price.  The purchase price (the “Purchase Price”) shall bethe fair market value of the NRC Shares calculated in accordance with the method prescribed under Treasury Regulation § 25.2512-2(a) for valuing publicly traded securities as of the date of this Agreement.  The Purchase Price shall be paid by promissory note (“Note”) issued by Purchaser in favor of Seller in the principal amount of the Purchase Price, plus interest on the terms set forth under the Note.

4.Closing.  Closing of the purchase and sale of the NRC Shares (the “Closing”) is taking place at Seller’s address on the date hereof (the “Closing Date”).  At the Closing, Purchaser shall execute and deliver, or cause to be delivered, to Seller each of the following:

(i)The Note signed by Purchaser; and

(ii)A Guaranty signed by AMANDLA LLC, a Delaware limited liability company, and Purchaser, in favor of Seller.

5.Representations and Warranties of Seller.  Seller hereby represents and warrants to Purchaser that (i) Seller is the legal, record and beneficial owner of, and has good title to, the NRC Shares and has not previously assigned any of Seller’s right, title to or interest in the NRC Shares to any other party; (ii) Seller is selling and transferring the NRC Shares free and clear of any liens, security interest, charge or encumbrance of any kind; (iii) no effective financing statement or other instrument similar in effect covering all or any part of the NRC Shares has been executed or is on file in any recording office; and (iv) no other person has any rights to acquire any interest in the NRC Shares.

6.Indemnification.  Seller hereby agrees to indemnify, protect, defend and hold Purchaser harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities relating to or arising out of any breach by Seller of its representations and warranties contained in this Agreement. The obligations of Seller hereunder shall be continuing, absolute and unconditional, and shall survive indefinitely from and after the Closing Date.

7.Future Cooperation.  Seller and Purchaser agree to cooperate at all times from and after the Closing Date with respect to all matters described herein, and to execute such further assignments, releases, assumptions, amendments, restatements, notifications and other documents as may be reasonably requested for the purposes of giving effect to, or evidencing or giving notice of, the sale and purchase of the NRC Shares contemplated by this Agreement.

8.Binding Effect.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective permitted successors and assigns.  No person other than the parties is or shall be entitled to bring any action to enforce any provision of this Agreement against any of the parties, and the covenants and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties or their respective successors and assigns as permitted hereunder.

9.Notice.  All notices, requests, demands and other communications required or permitted hereunder shall be in writing.

10.            Execution in Counterparts; Effectiveness.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  This Agreement may be executed by facsimile or electronically transmitted signature, and shall be binding upon any party who so executes.

11.            Governing Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to its rules regarding conflicts of law.

12.            Successors and Assigns.  This Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

13.            Entire Agreement; Amendment.  This Agreement contains the final and entire agreement between the parties with respect to the subject matter hereof, supersede all prior oral and written memoranda and agreements with respect to the matters contemplated herein, and is intended to be an integration of all prior negotiations and understandings.  No change or modification of this Agreement shall be valid unless the same is in writing and signed by Seller and Purchaser.

2

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement as of the day and year first above written.

Seller:
K/I/E TRUST u/a dated October 24, 2018
By:	/s/ Kira Lynch
Name:	Kira Lynch
Title:	Trust Officer
	Bessemer Trust Company of Delaware, N.A., as Trustee
Purchaser:
COMMON PROPERTY TRUST LLC
By:		/s/ Thomas W. Richardson
		Thomas W. Richardson, Manager

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Back to Schedule 13D

EX-99.3

Exhibit 99.3

PROMISSORY NOTE

US $242,327,622  March 11, 2021

FOR VALUE RECEIVED, the undersigned COMMON PROPERTY TRUST LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the order of Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E TRUST u/a dated October 24, 2018 (the “Lender”), or at such other place or to such other person as may be designated in writing to the Borrower by the Lender or by Lender’s successors and assigns as holder of this Note or, if this Note has then been endorsed, the endorsee of this Note (the Lender, said successors and assigns, and any such endorsee being hereinafter referred to collectively as the “Holder”), a sum equal to TWO HUNDRED FORTY-TWO MILLION THREE HUNDRED TWENTY-SEVEN THOUSAND SIX HUNDRED TWENTY-TWO DOLLARS ($242,327,622) (such amount being referred to herein as the “Principal Amount”), together with interest on the unpaid balance thereof at the rate hereinafter set forth, on the following terms and conditions.

1.Interest Rate; Payment of Interest.  Interest shall accrue on the outstanding balance of the Principal Amount at a rate of SIXTY-TWO HUNDREDTHS PERCENT (0.62%)  per annum, compounded annually.  Accrued interest shall be due and payable annually in arrears commencing on March 10, 2022, and continuing on each March 10 thereafter until the Maturity Date (as defined in the Section below).

2.Maturity Date; Payment of Principal.  The entire unpaid principal balance of this Note, all accrued but unpaid interest thereon and all other charges payable by Borrower in connection with this Note, if not sooner paid, shall be and become due and payable in full on March 10, 2030 (the “Maturity Date”).

3.Prepayment.  The outstanding principal balance of this Note and accrued interest hereon may be prepaid in whole or in part at any time prior to the Maturity Date, without premium or penalty.

4.Method of Payment.  All payments to be made hereunder shall be made in lawful currency of the United States of America.

5.Default.  The entire balance of this Note, together with all accrued but unpaid interest thereon and all other charges payable by Borrower in connection herewith, shall be and become immediately due and payable by Borrower to Holder, at the option of Holder, upon the occurrence of any of the following events; provided, however, that Holder shall have given Borrower notice, in the manner provided below, of the occurrence of such event (an “Event of Default”) with a demand for immediate remedy thereof and Borrower shall have failed for ten (10) business days after the date of such notice to cure the default:

(i)Failure by Borrower to pay any sum required to be paid hereunder within five (5) days after such sum becomes due and payable; or

(ii)Failure by Borrower to observe or perform any other covenant, obligation, undertaking or agreement on the part of Borrower to be observed or performed under this Note.

6.Guaranty. Payment of this Note is guaranteed pursuant to that certain Guaranty executed on behalf of AMANDLA LLC, a Delaware limited liability company, in favor of Holder, on even date herewith (the “Guaranty”).

7.Costs of Enforcement.  Except as otherwise provided in the Guaranty, the Borrower shall pay to the Holder on demand the amount of any and all expenses incurred by the Holder in enforcing Holder’s rights hereunder, or as the result of a default by the Borrower in performing Borrower’s obligations under any provision of this Note, including without limitation, the expense of collecting any amount owed hereunder and of any reasonable attorneys’ fees and expenses incurred in connection with such default.

8.Borrower’s Waiver of Certain Rights.  The Borrower hereby waives any and all exemption rights which Borrower holds at law or in equity with respect to the debt evidenced by this Note, and any and all rights to have or receive any presentment, protest, demand and notice of dishonor, protest, demand and nonpayment as a condition to the Holder’s exercise of any of his rights under this Note.

9.Rights Cumulative.  Any and all rights and remedies of Holder under this Note and the Guaranty and under applicable law are cumulative and are not alternative.  Failure of the Holder at any time or from time to time to exercise any such rights and/or remedies shall neither constitute a waiver thereof nor bar the future exercise of any such rights and/or remedies.

10.            No Usury.  In the event that any payment under this Note shall cause the aggregate payments hereunder to exceed the amount permitted by applicable usury law, then such payment shall be reduced to the maximum amount permitted by such law, and the excess shall be applied in reduction of the principal amount hereof.  In the event that any such excess exceeds the principal amount, the amount of such excess over the principal amount shall be refunded to Borrower.  Subject to the foregoing, payments hereunder shall be credited first to any costs payable under Section 7 or other provisions hereof, then to accrued and unpaid interest and then to principal.

11.            Notice.  All notices required or permitted under this Note shall be in writing.

12.           Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws.  Borrower hereby (i) agrees that any suit arising out of or relating to the indebtedness evidenced by this Note may be brought in a court of record of the State of Delaware or in the courts of the United States of America located in such jurisdiction; (ii) consents to the non-exclusive jurisdiction of each such court in any such suit; (iii) waives any objection which Borrower may have to the laying of venue of any such suit in any of such courts; (iv) agrees that service of process in connection with any such suit will be sufficient by mailing a copy of the summons to Borrower’s address by registered or certified mail return receipt requested and with postage prepaid; and (v) waives any right to a trial by jury in any suit arising out of or relating to the indebtedness evidenced by this Note.

13.           Binding Effect.  This Note shall be binding upon, and inure to the benefit of and be enforceable by, the respective personal representatives, executors, heirs, successors in interest and/or assigns of the parties hereto (as applicable).

14.           Modification, Amendment or Waiver.  No modification or amendment of any term or terms of this Note shall be effective unless in writing and signed by the parties hereto.  No waiver of any term or terms hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

15.           Interpretation.  When the context indicates that such is the intent, words in the singular number shall include the plural and vice versa, and words of one gender shall include all genders.  Captions herein are employed for convenience of reference only and in no way define, limit or expand the scope of the terms of this Note.  Time is of the essence with respect to the performance by Borrower of each and every term hereof.

16.            Severability.  If any provision of this Note is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under present or future laws effective while this Note remains in effect, the legality, validity and enforceability of the remaining provisions shall not be affected thereby and, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of the document a provision that is legal, valid and enforceable, and as similar in terms to such illegal, invalid or unenforceable provision as may be possible, giving to Note the maximum protection available.

17.           Counterparts and Effectiveness.  This Note may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.  This Note may be executed by facsimile or electronically transmitted signature, and shall be binding upon any party who so executes.

[signature page follows]

2

IN WITNESS WHEREOF, Borrower and Holder have executed this Note effective as of the date first above written.

Borrower:
COMMON PROPERTY TRUST LLC
By:	/s/ Thomas W. Richardson
	Thomas W. Richardson, Manager
Holder:
K/I/E TRUST u/a dated October 24, 2018
By:		/s/ Kira Lynch
Name:		Kira Lynch
Title:		Trust Officer
		Bessemer Trust Company of Delaware, N.A., as Trustee

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EX-99.4

Exhibit 99.4

GUARANTY

THIS GUARANTY (“Guaranty”) is made by AMANDLA LLC, a Delaware limited liability company (“Guarantor”), in favor of Bessemer Trust Company of Delaware, N.A., as Trustee of the K/I/E TRUST u/a dated October 24, 2018 (“Holder”), entered into and effective as of March 11, 2021.

WHEREAS, Holder has made a loan (the “Loan”) to COMMON PROPERTY TRUST LLC, a Delaware limited liability Company (“Borrower”), in the original Principal Amount of TWO HUNDRED FORTY-TWO MILLION THREE HUNDRED TWENTY-SEVEN THOUSAND SIX HUNDRED TWENTY-TWO DOLLARS ($242,327,622), which Loan is evidenced by a Promissory Note, dated as of even date herewith, payable by Borrower to Holder (the “Note”); and

WHEREAS, for value received, and to induce Holder to make the Loan, Guarantor desires to guarantee the payment by Borrower of the Guaranteed Obligations (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby covenant and agree as follows:

1.      Incorporation of Recitals.  The provisions set forth in the preamble hereto are hereby incorporated by reference herein.

2.  Representations and Warranties of Guarantor.  Guarantor hereby represents and warrants to Holder as follows:

a.  Neither the execution, delivery nor performance of this Guaranty by the Guarantor will, with or without the giving of notice or the passage of time, or both, conflict with, result in a breach or default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any note, bond, mortgage, indenture, deed of trust, lease, permit, consent, approval, license, agreement, instrument, obligation, understanding, law, ordinance, rule or regulation or any order, judgment or decree to which the Guarantor is a party or by which the Guarantor or any of the Guarantor’s properties or assets may be bound or affected.

b. Guarantor has full power and authority to enter into this Guaranty and to carry out the obligations contemplated hereby, and this Guaranty constitutes a valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms, except to the extent that (i) enforcement of this Guaranty may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights; and (ii) the remedy of specific performance or injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

c.  There is no claim, legal action, suit, arbitration, governmental investigation or other legal or administrative proceeding, pending or in effect, or to the knowledge of Guarantor, threatened against or relating to Guarantor, which seeks to prohibit, restrict or delay the consummation or performance of the obligations contemplated hereby or any of the conditions to the performance and such obligations, nor any order, decree or judgment outstanding against Guarantor having, or which Guarantor believes may in the future have, any such effect.

3.  Guaranty.  Guarantor hereby unconditionally, absolutely and irrevocably guarantees prompt payment of and promises to pay or cause to be paid to Holder all principal and interest due under the Note (the “Guaranteed Obligations”). The Guarantor understands, agrees and confirms that Holder may enforce this Guaranty up to the full amount of the Guaranteed Obligations without proceeding against Borrower, or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

4.  Guaranty Fee.  In exchange for the Guaranty, Borrower shall pay Guarantor a fee of 0.50% of the outstanding balance of the Principal Amount, due and payable annually on each anniversary date until such time as the Guaranteed Obligations have been fully satisfied or performed.

5.  Joint and Several Obligation.  The obligations of Guarantor under this Guaranty shall be direct and primary obligations.  Holder shall not be required to make any demand upon Borrower or Guarantor hereunder or to pursue or to exhaust any of Holder’s rights or remedies against Borrower or Guarantor hereunder prior to making any demand on or invoking any of Holder’s rights and remedies against Guarantor hereunder.  In furtherance of the foregoing, Holder may pursue Guarantor at the sole discretion of the Holder, without affecting any of the obligations of the Borrower or the Guarantor under this Guaranty.  In any action brought by Holder against Guarantor under this Guaranty, Guarantor will not plead as a defense that the Borrower is not legally or equitably insolvent.

6.  Assignment by Holder.  Holder may assign or otherwise transfer this Guaranty or any rights or powers hereunder at any time and from time to time, but only to an assignee of the Note.  In the event of such assignment or transfer, the assignee hereof shall have the same rights and remedies as if originally named herein in place of Holder.  This Guaranty and the provisions hereof shall be binding upon, and inure to the benefit of, the parties hereto, their heirs, executors or administrators and personal or legal representatives, successors and assigns.

7.  Duration.  This Guaranty shall remain in effect until such time as the Guaranteed Obligations have been fully satisfied or performed.

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8.  Governing Law.  This Guaranty and the rights and obligations of the parties hereto shall be governed by and interpreted under the laws of the State of Delaware, without regard to principles of conflicts of laws.  Guarantor further consents to the personal jurisdiction over Guarantor in the courts of the State of Delaware, or any court of having appropriate subject matter jurisdiction.

9.  Waiver of Notice.  Guarantor hereby waives notice of acceptance of this Guaranty, and presentment, demand and presentation for payment, notice of nonpayment and dishonor, protest and notice of protest with respect to the Guaranteed Obligations.

10.   Counterparts and Effectiveness.  This Guaranty may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.  The execution and delivery of this Guaranty by facsimile or electronic signature shall be sufficient for all purposes and shall be binding on any party who so executes.

IN WITNESS WHEREOF, the undersigned have executed this Guaranty effective as of the day and year first above written.

Guarantor:
AMANDLA LLC
By:	/s/Patrick E. Beans
	Patrick E. Beans, Manager
Borrower:
COMMON PROPERTY TRUST LLC
By:		/s/Thomas W. Richardson
			Thomas W. Richardson, Manager
Holder:
K/I/E TRUST u/a dated October 24, 2018
By:			/s/Kira Lynch
Name:			Kira Lynch
Title:			Trust Officer
			Bessemer Trust Company of Delaware, N.A., as Trustee

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EX-99.5

Exhibit 99.5

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitute and appoint each of Mark A. Scudder, Heidi Hornung-Scherr, and Christopher Kortum, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a stockholder of National Research Corporation (the "Company"), Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agree to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 18th day of March 2021.

Common Property Trust
By:	/s/ Thomas Richardson
	Thomas Richardson, Trustee
	/s/ Thomas Richardson
	Thomas Richardson, as Trustee of Common Property Trust

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EX-99.6

Exhibit 99.6

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitute and appoint each of Mark A. Scudder, Heidi Hornung-Scherr, and Christopher Kortum, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a stockholder of National Research Corporation (the "Company"), Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's sole discretion.

The undersigned hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or Scudder Law Firm, P.C., L.L.O. assuming, any of the undersigned's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

In consideration of the attorneys-in-fact acting on the undersigned's behalf pursuant to this Power of Attorney, the undersigned hereby agree to indemnify and hold harmless each attorney-in-fact, each substitute attorney-in-fact, and each of their respective heirs, executors, legal representatives, successors, and assigns from and against the entirety of any and all losses, claims, causes of action, damages, fines, defense costs, amounts paid in settlement, liabilities, and expenses, including reasonable attorneys' fees and expenses (collectively, "Losses"), relating to or arising out of the exercise of this Power of Attorney by any such attorney-in-fact or substitute attorney-in-fact, and will reimburse each such indemnified person for all Losses as they are incurred by such indemnified person in connection with any pending or threatened claim, action, suit, proceeding, or investigation with which such indemnified person is or is threatened to be made a party. The undersigned will not, however, be responsible for any Losses that are finally determined by a court of competent jurisdiction to have resulted solely from an attorney-in-fact's or substitute attorney-in-fact's bad faith or willful misconduct.

This Power of Attorney shall remain in full force and effect until the undersigned are no longer required to file Schedules 13D and 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be executed as of this 18th day of March 2021.

Common Property Trust LLC
By:	/s/ Thomas Richardson
	Thomas Richardson, as Manager
	/s/ Thomas Richardson
	Thomas Richardson, as Manager of Common Property Trust LLC

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