OMAHA-COUNCIL BLUFFS METROPOLITAN AREA PLANNING AGENCY

2222 Cuming Street, Omaha

(402) 444-6866

MAPA FOUNDATION BOARD MEETING Thursday, June 24, 2021

1:30 p.m.

AGENDA

This meeting of the MAPA Foundation will be conducted in compliance with the Nebraska Statutes of the Open Meetings Act. For reference, the Open Meetings Act is posted on the wall of the Board Room.

A. ROLL CALL / INTRODUCTIONS B. APPROVAL OF THE MINUTES of the March 25, 2021 meeting – (Action) C. LOAN AGREEMENTS – (Action)

1. Nebraska Department of Economic Development (NDED) The Foundation Board will consider an agreement with DED to receive Revolving Loan Funds for the MAPA NDO in the amount of $1 million. 2. Con-Cret LLC The Foundation Board will consider a Business Assistance Community Development Block Grant (CDBG) Loan Agreement with Con-cret, LLC. in Plattsmouth, NE, in the amount of $1 million.

D. ADJOURNMENT

Foundation Board Minutes – March 25, 2021

OMAHA-COUNCIL BLUFFS METROPOLITAN AREA PLANNING AGENCY MAPA FOUNDATION BOARD OF DIRECTORS REGULAR MEETING

March 25, 2021

In compliance with Nebraska Executive Order No. 20-36 dated November 25, 2020, "Corona Virus - Public Meetings Requirement Limited

Waiver", the meeting of the Omaha-Council Bluffs Metropolitan Area Planning Agency (MAPA) Board of Directors was held as a virtual meeting. MAPA Foundation Board Vice Chair Vinton called the meeting to order at 1:34 PM.

A. ROLL CALL/INTRODUCTIONS Members/Officers Present Troy Anderson (rep. Mayor Jean Stothert) Deputy Chief of Staff, City of Omaha Patrick Bloomingdale Chief Administrative Officer, Douglas County Scott Belt Pottawattamie County Board of Supervisors Pete Festersen Omaha City Council Rusty Hike Mayor, City of Bellevue Chris Rodgers (arrived at 1:36 p.m.) Douglas County Commissioner Carol Vinton – Vice Chair IA Small Communities/Counties Representative (Mills County Board of Supervisors) Matt Walsh Mayor, City of Council Bluffs Jim Warren Sarpy County Commissioner Members/Officers Absent Doug Kindig – Chair NE Small Communities/Counties Representative (Mayor, City of La Vista) MAPA Staff Court Barber Natasha Barrett Sue Cutsforth Don Gross Matt Eash Mike Helgerson Shawnna Silvius Bridgette Smith Greg Youell

B. APPROVAL OF THE AGENDA – (Action)

MOTION by Bloomingdale, SECOND by Warren to approve the agenda of March 25, 2021 meeting. AYES: Anderson, Bloomingdale, Belt, Festersen, Hike, Vinton, Walsh, Warren NAYS: None. ABSTAIN: None. MOTION CARRIED.

C. APPROVAL OF THE MINUTES OF THE DECEMBER 10, 2020 MEETING – (Action)

MOTION by Walsh, SECOND by Warren to approve the minutes of the December 10, 2020 meeting. AYES: Anderson, Belt, Festersen, Hike, Rodgers, Vinton, Walsh, Warren NAYS: None. ABSTAIN: None. MOTION CARRIED.

D. FOUNDATION PROJECT UPDATE – (Information)

Mr. Don Gross updated the Board on MAPA Foundation activities including Valley-Waterloo Rehabilitation Project; Dana Suites Project and the Blair Workforce Housing Project.

E. PLATTSMOUTH ECONOMIC DEVELOPMENT (CDBG) PROJECT AGREEMENTS – (Action) Mr. Gross presented to the Board for approval the Plattsmouth Economic Development (CDBG) Project Agreements listed below. 1. Resolution 2021 – 02: NDO Services Agreement

MAPA will serve as the Non-Profit Development Organization (NDO) for repayments of CDBG revolving loan funds utilized by the City of Plattsmouth.

2. Resolution 2021 – 03: CDBG Administration Services Master Agreement + SOW #1 MAPA will serve as the administrator for Community Development Block Grant-funded projects with the City of Plattsmouth. This agreement includes Scope of Work #1 for pre-award assistance with CDBG-ED funded project with Vireo Resources, LLC.

3. Resolution 2021 – 04: CDBG Administration Services Agreement SOW #2 Scope of Work #2 covers administration services (post-award) for the City of Plattsmouth with Vireo Resources, LLC. MAPA will receive up to $10,000 in administration fees for this project.

Foundation Board Minutes – March 25, 2021

MOTION by Hike, SECOND by Festersen to approve Resolutions 2021 – 02; 2021 – 03; and 2021 – 04 and the City of Plattsmouth Economic Development (CDBG) Project Agreements. AYES: Anderson, Belt, Festersen, Hike, Rodgers, Vinton, Walsh, Warren NAYS: None. ABSTAIN: None. MOTION CARRIED.

F. MOTORIST ASSIST MEMORIAL – (Action)

Mr. Youell presented to the Board for approval the payment from the foundation for the costs of a memorial for John Holcomb and in honor the volunteers of the MAMA program at NDOT/NSP District 2 Office. MOTION by Festersen, SECOND by Warren to approve the costs for the Motorist Assist Memorial. AYES: Anderson, Belt, Festersen, Hike, Rodgers, Vinton, Walsh, Warren NAYS: None. ABSTAIN: None. MOTION CARRIED.

G. ADJOURNMENT – Duda motioned to adjourn. Vice-Chair Vinton adjourned the meeting at 1:49 p.m.

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MAPA Foundation

Business Assistance Community Development Block Grant Loan Agreement

THIS AGREEMENT is made by and between the MAPA FOUNDATION (hereafter the “MAPA Foundation” or the “Lender”), 2222 Cuming Street, Omaha, Nebraska 68102, and CON-CRET, LLC., 461 Wiles Road, Plattsmouth, NE 68048.

The MAPA Foundation desires to make a loan to CON-CRET, LLC. (hereafter the “BORROWER” or the “COMPANY”) upon the terms and conditions set forth in this Agreement as they apply to the respective parties.

THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, it is agreed as follows:

ARTICLE 1: Definitions

As used in this Agreement, the following terms shall apply:

1.1 AGREEMENT EXPIRATION DATE. “Agreement Expiration Date” means the date the Agreement ceases to be in force and effect. The Agreement expires upon the occurrence of one of the following: a) the Loan is repaid in full including accrued interest, along with any other amounts due and owing by the COMPANY under the terms and conditions of this Agreement; b) the Agreement is terminated by the MAPA Foundation due to any default under Article IX.

1.2 AWARD DATE. “Award Date” means the date on which the MAPA Foundation disburses funds to borrower.

1.3 CREATED JOBS. “Created Jobs” means the number of new Full-Time Equivalent (FTE) Jobs the COMPANY will add to the Community over and above the number of Community Based Jobs.

1.4 COMMUNITY BASED JOBS. “Community Based Jobs” means the number of Full-time Equivalent (FTE) Jobs that are determined to be in place in the Community at the time of

LOAN NUMBER: CDBG-2021-01 LOAN DATE: ___________, 2021 TYPE: Secured LOAN AMOUNT: $1,000,000.00 INTEREST RATE: 0% TERM: 10 Years, or 120 Months

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application for Community Development Block Grant (CDBG) funds and which will remain in the Community whether or not CDBG funds are awarded.

1.5 BASELINE JOBS. “Baseline Jobs” means the number of Full-time Equivalent (FTE) Jobs determined are in place at the time of application for assistance.

1.6 FULL-TIME EQUIVALENT (FTE) JOB. “Full-time Equivalent (FTE) Job” means the equivalent of employment of one (1) person for eight (8) hours per day for a five (5) day forty hour (40) workweek for fifty-two (52) weeks per year.

1.7 LOAN. “Loan” means a conventional loan, the terms of which are or may be set forth or referred to in this Loan Agreement.

1.8 LOAN AGREEMENT or AGREEMENT. “Loan Agreement” or “Agreement” means this Agreement, the Project budget and all of the notes, leases, assignments, mortgages, and similar documents referred to in the Agreement along with all other instruments or documents executed or otherwise required in connection with the Agreement, including but not limited to the following:

(a) Attachment A, Project Budget (b) Attachment B, Promissory Note of the Company (c) Attachment C, NDED CDBG Application for Assistance (d) Attachment D, Security Agreement 1.9 PROJECT. “Project” means the detailed description of the work, services, job attachment requirements and other obligations to be performed or accomplished as described in this Agreement and the application approved by the MAPA Foundation. 1.10 LOW TO MODERATE INCOME (LMI) PERSONS. “Low to moderate (LMI) income persons” are defined as members of a family (single-person or multi-person) where the family has an income equal to or less than the most recent HUD-established income limits for the family residence location. These income limits may be found generally via the HUD national website.

ARTICLE II: Funding 2.1 FUNDING SOURCE. The source of funding for the Loan is an allocation from the State of Nebraska’s Community Development Block Grant (CDBG) program. With respect to the closing of the Loan, processing of post-closing documents and administration of the Loan until paid in full, the BORROWER shall comply with the requirements, conditions and rules of the MAPA Foundation and any other public or private entity having authority over the funds or the Loan. 2.2 RECEIPT OF FUNDS. All payments under the Agreement are contingent upon receipt by the MAPA Foundation of sufficient federal and local funds for the program. Any termination, reduction or delay of funds to the MAPA Foundation shall, at the option of the MAPA Foundation, result in termination, reduction or delay of funds to the BORROWER. 2.3 PRIOR COSTS. Expenditures made prior to the Award Date may be included as project costs subject to the terms of this Agreement upon written request by the BORROWER and approved by the MAPA Foundation.

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ARTICLE III: Terms of the Loan 3.1 LOAN. The MAPA Foundation agrees to make a loan to the COMPANY in the amount of One Million Dollars ($1,000,000.00) with a fixed interest rate of 0% and payable monthly for ten (10) years to the BORROWER to assist in the financing of the Project. 3.2 PROMISSORY NOTES. The obligation to repay the Loan shall be evidenced by Promissory Notes and guarantees executed by the BORROWER and its guarantors. 3.3 OTHER TERMS. Borrower: CON-CRET, LLC. Amount: Term loan in the maximum amount of $1,000,000.00 to be injected in the project. Purpose: Funds will be used for purchasing equipment for the Vireo Resources facility

located at 461 Wiles Road, Plattsmouth, NE 68048. Interest Rate: The interest is a fixed rate of 0% per annum. Repayment: One-half of the $1,000,000.00 performance-based loan (or $500,000.00) will be

forgiven after Vireo achieves job creation requirements and other lending requirements. The remaining one-half of the loan ($500,000.00) will be offered to Vireo as a repayable, zero interest loan which shall be paid to the MAPA Foundation in monthly installments beginning April 15, 2022 and on the Fifteenth (15th) of the month every month thereafter until the principal and interest is paid in full.

Maturity: Ten (10) years. Guarantor(s): Mark Faulkner Collateral: See Security Agreement. In case of a decline in the market value of the collateral, or any part thereof, the Lender may demand that additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder. Job Creation: The BORROWER shall create in the Community at least thirty (30) full-time

equivalent (FTE) positions of which at least fifty-one percent (51%) must be held by or made available to persons from low and moderate income households.

The MAPA Foundation reserves the right to monitor and measure the number of FTE jobs created by the BORROWER. The loan is subject to the creation and maintenance of the 30 FTE jobs for 10 years.

3.4 PREPAYMENT. The outstanding principal and accrued interest of the Loan, or any part thereof may be prepaid in part or in full at any time without penalty.

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3.5 ACCELERATION UPON DEFAULT. If there is a failure to pay any installment of principal and interest when due or only a portion is paid, or in the event of any other default under the Loan, the MAPA Foundation may declare the entire unpaid principal and all accrued interest immediately due at its sole discretion and upon written notice to the BORROWER.

ARTICLE IV: Conditions to Disbursement of Funds Unless and until the following conditions have been satisfied, the MAPA Foundation shall be under no obligation to disburse to the BORROWER any amount under the Loan Agreement: 4.1 EXECUTION AND DELIVERY OF NOTE AND LOAN AGREEMENT. The BORROWER will have executed and delivered to the LENDER the Loan Agreement and the Promissory Note in a form satisfactory to the LENDER. Attached hereto, marked Exhibit “A” is a copy of said Promissory Note. 4.2 EXECUTION AND DELIVERY OF SECURITY AGREEMENT. The BORROWER will have executed and delivered to the LENDER the Security Agreement simultaneously with the execution of the Promissory Note. Attached hereto, marked Exhibit “B” is a copy of said Security Agreement. 4.3 GOOD STANDING. The BORROWER will have delivered to the LENDER copies of the BORROWER’S Certificate of Good Standing.

ARTICLE V: Representations and Warranties of Business To induce the MAPA Foundation to make the Loan referred to in this Agreement the BORROWER represent, covenant and warrant that: 5.1 AUTHORITY. CON-CRET, LLC. is the full, complete, and correct name of the loan recipient, which is a LLC duly organized and validly existing under the laws of the State of Nebraska, and is in good standing, and in full compliance with, all applicable laws of the State of Nebraska. The person or persons executing this Agreement, the Promissory Note, and any security documents hold the offices as designated on said documents and are executing the documents on behalf of the corporation. The person or persons executing this Agreement have full and unqualified authority to execute the documents in such capacities and the acts of said persons are fully binding and enforceable against the corporation. 5.2 FINANCIAL INFORMATION. All financial statements and related materials concerning the BORROWER and the project provided to the MAPA Foundation are true and correct in all material respects and completely and accurately represent the subject matter thereof as of the date of the statements and related materials, and no material adverse change has occurred since that date. 5.3 APPLICATION. The contents of the application the BORROWER submitted to the MAPA Foundation for funding is complete and accurate representation of the BORROWER and the project as of the date of submission and there has been no material adverse change in the organization, operation, business prospects, fixed properties or key personnel since the date the application was submitted to the MAPA Foundation.

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5.4 CLAIMS AND PROCEEDINGS. There are no actions, lawsuits or proceedings pending or, to the knowledge of the BORROWER, threatened against the BORROWER, affecting in any manner whatsoever its ability to execute the Loan Agreement or the ability of the BORROWER to make the payments required under the Loan Agreement, or to otherwise comply with the obligations of the BORROWER contained in the Loan Agreement. There are no actions, lawsuits or proceedings at law or in equity, or before any governmental or administrative authority pending or, to the knowledge of the BORROWER, threatened against or affecting the BORROWER or any property or collateral pledged as security for the Loan Agreement that would have a material adverse effect upon the business, operations, or financial conditions of the BORROWER. 5.5 PRIOR AGREEMENTS. The BORROWER has not entered into any verbal or written contracts, agreements or arrangements of any kind, which are inconsistent with the Loan Agreement. 5.6 EFFECTIVE DATE. All of the covenants, warranties and representations contained in this Loan Agreement are true and correct as of the date of this Agreement and shall remain in effect until the BORROWER pays its loan obligations in full.

ARTICLE VI: Covenants of Business 6.1 AFFIRMATIVE COVENANTS. Until payment in full, the BORROWER covenants with the MAPA Foundation that: (a) PROJECT WORK AND SERVICES. The BORROWER shall complete the work and services detailed in its application by the Agreement Expiration Date. (b) BUSINESS RETENTION. The BORROWER shall have and maintain its Blair, Nebraska premises and operations at least through the Agreement Expiration Date. (c) RECORDS AND ACCOUNTS. The BORROWER shall maintain job data information, books, records, documents and other evidence pertaining to all costs and expenses incurred and revenues received under this Loan Agreement in sufficient detail to reflect all costs and expenses of whatever nature, for which payment is claimed under this Loan Agreement. The BORROWER shall retain all records for a period of three (3) years from the Agreement Expiration Date. (d) ACCESS TO RECORDS/INSPECTION. The BORROWER shall, without prior notice and at any time, permit the MAPA Foundation and its representatives of the State Auditor to examine, audit and/or copy (i) any plans and work details pertaining to the Project, (ii) all of the BORROWER’S records and accounts, and (iii) all other documentation or materials related to this loan; the BORROWER shall provide facilities for making such examination and/or inspection at the request of the MAPA Foundation. (e) USE OF LOAN FUNDS. The BORROWER shall expend funds received under the Loan only for the purposes and activities described in its Application and approved by the MAPA Foundation. (f) DOCUMENTATION. The BORROWER shall deliver to the MAPA Foundation, upon request, (i) copies of all contracts or agreements relating to the project, (ii) invoices, receipts,

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statements or vouchers relating to the project, (iii) a list of all unpaid bills for labor and materials in connections with the project, (iv) budgets and revisions showing estimated project costs and funds required at any given time to complete and pay for the project, and (v) current and year-to-date operating statements, including but not limited to a Profit and Loss and Balance Sheet, not older than sixty (60) days from the date of request. (g) NOTICE OF PROCEEDINGS. The BORROWER shall promptly notify the MAPA Foundation of the initiation of any claims, lawsuits or proceedings brought against the BORROWER including, but not limited to, any proceedings to assert or enforce liens against collateral securing the Loan. (h) REPORTS. The BORROWER shall prepare, sign and submit the following reports to the MAPA Foundation throughout the project period: 1) To verify employment data, the BORROWER shall submit copies of payroll reports semi-annually. 2) The BORROWER shall submit semi-annual financial statements. 3) The BORROWER shall submit semi-annual progress reports. 4) The BORROWER shall submit annual proof of liability insurance. 5) The BORROWER agrees to allow a representative of the MAPA Foundation to conduct site visits during the project in fulfillment its obligation. Semi-annual reports will be collected from the BORROWER for the periods of January 1 - June 30 and July 1 - December 31 and will be due to the MAPA Foundation no later than July 15 and January 15 for each period respectively. The MAPA Foundation will send the BORROWER written notification of reporting requirements two weeks before reports are due. Failure of BORROWER to submit required reports to the MAPA Foundation by due date will result in an increase in the interest rate from 0% to 0.5% The interest rate will remain at 0.5% until BORROWER submits all required reports to the MAPA Foundation. (i) NOTICE OF BUSINESS CHANGES. The BORROWER shall provide prompt advance notice to the MAPA Foundation of any material changes in the BORROWER’S ownership, structure or control. (j) NOTICE OF MEETINGS. The BORROWER shall notify the MAPA Foundation in writing at least ten (10) working days in advance of all Board of Directors and Stockholders meetings at which the subject matter of this Loan Agreement or Project is proposed to be discussed. The BORROWER shall provide the MAPA Foundation with copies of the agenda and minutes of such meetings and expressly agrees that a representative of the MAPA Foundation has a right to attend any and all such meetings for the purposes of the discussion of the Project and the Loan. (k) INDEMNIFICATION. The BORROWER shall indemnify and hold harmless the MAPA Foundation, its officers and employees from any and all claims, demands, damages, losses, or costs incurred as a result of the transaction of this Loan Agreement.

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(m) MAINTENANCE OF PROJECT PROPERTY AND INSURANCE. The BORROWER shall maintain the Project property in good repair and condition, ordinary wear and tear excepted, and shall not suffer or commit waste or damage upon the Project property. At the MAPA Foundation request, the BORROWER shall pay for and maintain insurance against loss or damage by fire, tornado, and other hazards, casualties, and contingencies and all risk from time to time included under “extended coverage” policies. This insurance shall be in an amount not less than the full insurable value of the Project property. The BORROWER shall name the MAPA Foundation as a mortgagee and/or an additional loss payee as appropriate and submit copies of the policies to the MAPA Foundation. 6.2 NEGATIVE COVENANTS. So long as the BORROWER is indebted to the MAPA Foundation, the BORROWER shall not, without prior written disclosure and the written consent of the MAPA Foundation (unless expressly waived below), directly or indirectly: (a) BUSINESS’ INTEREST. Assign, waive or transfer any of the BORROWER’S rights, powers, duties or obligations under the Loan Agreement. (b) PROPERTY/COLLATERAL. Sell, transfer, convey, assign, encumber or otherwise dispose of any of the real property or other collateral securing the Loan. (c) RESTRICTIONS. Place or permit any restrictions, covenants or any similar limitations on the real property and/or other collateral securing the Loan. (d) REMOVAL OF COLLATERAL. Remove from the project site all or any part of the collateral securing the Loan. (e) RELOCATION OR ABANDONMENT. Relocate its operations, physical facilities or jobs (including Created Jobs) assisted with the Loan Proceeds outside the City of Plattsmouth, Nebraska or abandon its operations or facilities or a substantial portion thereof within the City of Plattsmouth, Nebraska during the loan term. (f) BUSINESS OWNERSHIP. Materially change the ownership structure or control of the business affecting the project, including but not limited to, entering into any merger or consolidation with any person, firm or corporation or permitting substantial distribution, liquidation or other disposal of business assets directly associated with the project. Changes in the business ownership, structure, or control which do not materially affect the project shall require forty-five (45) days prior written notice to the MAPA Foundation, but not the written consent of the MAPA Foundation. The materiality of the change and whether or not the change affects the project shall be determined solely by the MAPA Foundation. (g) BUSINESS OPERATION. Materially change the nature of the business being conducted, or proposed to be conducted, as described in the application for funding.

ARTICLE VII: Covenants of the Company 7.1 AFFIRMATIVE COVENANTS. Until payment in full or required part, the BORROWER covenants with the MAPA Foundation that: (a) PROJECT WORK AND SERVICES. The BORROWER shall perform work and services detailed in the application by the Agreement Expiration Date.

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(b) FILING. The BORROWER will execute and the MAPA Foundation shall file in a proper and timely manner any and all Security Instruments required in connection with the Loan, naming the MAPA Foundation as a security holder as required in Article 8.1 and promptly providing the MAPA Foundation with date-stamped copies of said Security Instruments. The BORROWER shall, at the MAPA Foundation’s request, obtain and provide to the MAPA Foundation lien searches or attorney’s title opinions. (c) NOTICE TO THE MAPA FOUNDATION. In the event the BORROWER becomes aware of any material alteration in the Project, initiation of any investigation or proceeding involving the Project of Loan, change in the corporation or the Business’ ownership, structure or operation, or any other similar occurrence, the BORROWER shall promptly notify the MAPA Foundation. (d) RESPONSIBILITY UPON DEFAULT. If the BORROWER fails to perform under the terms of the Loan Agreement and the MAPA Foundation declares the BORROWER in default upon written notice, the MAPA Foundation shall be primarily responsible for recovery of Loan proceeds, as well as penalties, interest, costs and foreclosure of collateral. The MAPA Foundation may also initiate an action to recover such proceeds, or may intervene in any action commenced by or against the BORROWER.

ARTICLE VIII: Security 8.1 SECURITY INSTRUMENTS. The BORROWER shall execute in favor of the MAPA Foundation all security agreements, financing statements, mortgages, personal and/or corporate guarantees (hereafter, “Security Instruments”) as required by the MAPA Foundation. 8.2 FINANCING STATEMENT. If the MAPA Foundation requires the filing of a financing statement the BORROWER, upon the MAPA Foundation request, shall provide the MAPA Foundation with a copy of a date-stamped financing statement and a certified lien search, which reflects the recordation of the security interests of the MAPA Foundation and the BORROWER and all other lien holders of record. The BORROWER shall ensure that the financing statement(s) include language approved by the MAPA Foundation to secure its interests. 8.3 DEED OF TRUST. If the MAPA Foundation requires the filing of a deed of trust the BORROWER, upon the MAPA Foundation request, shall provide the MAPA Foundation with a copy of the date-stamped, recorded deed of trust and an attorney’s Opinion of Title reflecting the interests of the BORROWER and the MAPA Foundation. 8.4 LIABILITY. The BORROWER shall indemnify and hold harmless the MAPA Foundation, its officers and employees from and against any and all losses, which are the result of the BORROWER failure to file, or improper or untimely filing, of any Security Instrument executed pursuant to this Article. Nothing in this paragraph shall limit the recovery of principal and interest due the MAPA Foundation in the event of the BORROWER fraud, negligence, or gross mismanagement in the application for, or use of, sums loaned under the Loan Agreement. 8.5 COST VARIATION. In the event that the total Project cost is less than the amount specified in this Agreement, the MAPA Foundation participation shall be reduced at the same ratio as the MAPA Foundation funds are to the total Project cost, and any disbursed excess above the

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reduced the MAPA Foundation participation amount shall be returned immediately to the MAPA Foundation with a fixed interest rate of 0%.

ARTICLE IX: Default and Remedies 9.1 EVENTS OF DEFAULT. The following shall constitute Events of Default under this Loan Agreement: (a) MATERIAL MISREPRESENTATION. If at any time any representation, warranty covenant, inducement, or statement made or furnished to the MAPA Foundation by, or on behalf of the BORROWER in connection with this Loan Agreement shall be determined by the MAPA Foundation to be incorrect, false, misleading or erroneous in any material respect when made or furnished and shall not have been remedied to the MAPA Foundation’s satisfaction within thirty (30) days after written notice by the MAPA Foundation is given to the BORROWER. (b) NON-PAYMENT. The default in payment of any interest, or principal, or any of the terms and provisions of the Loan Agreement between the parties of even date herewith, for 30 days or more, may cause the whole amount then unpaid to become due and payable forthwith, at the option of the holder of this note, BORROWER’s failure to comply with the provisions of Article 9.2. In addition to the above, if the note holder has not received the full payment of any installment by the end of ten (10) calendar days after the date it is due, the BORROWER will pay a late charge to the MAPA Foundation. The amount of the late charge will be $20.00. The BORROWER will pay this late charge promptly but only once on each late payment. (c) NONCOMPLIANCE. If there is a failure by the BORROWER to comply with any of the covenants, terms or conditions contained in this Agreement or Security Instruments executed pursuant to this Agreement. (d) BUSINESS CHANGES. If there is a material change in the BORROWER’s ownership, structure or control which materially impairs the ability of the BORROWER to perform any of its obligations under the Loan Agreement in the reasonable judgment of the MAPA Foundation. (e) RELOCATION OR ABANDONMENT. If there is a relocation or abandonment of the COMPANY or jobs created under the Project. (f) MISSPENDING. If the BORROWER expends Loan proceeds for purposes not described in the MAPA Foundation application or authorized by the Loan Agreement or the MAPA Foundation. (g) INSOLVENCY OR BANKRUPTCY. If the BORROWER becomes insolvent or bankrupt, or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors, or the BORROWER applies for or consents to the appointment of a trustee or receiver for the BORROWER or for the major part of its property; or if a trustee or receiver is appointed for the BORROWER for all or a substantial part of the assets of the BORROWER and the order of such appointment is not discharged, vacated or stayed within sixty (60) days after such appointment; or if bankruptcy reorganization, arrangement, insolvency, or liquidation proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against the BORROWER and, if instituted against the

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BORROWER, is consented to, or in contested by the BORROWER is not dismissed by the adverse parties or by an order, decree or judgment within sixty (60) days after such institution. (h) INSURANCE. If loss, theft, damage or destruction of any substantial portion of the property of the BORROWER occurs for which there is either no insurance or for which, in the reasonable opinion of the MAPA Foundation, inadequate insurance coverage. (i) INSECURITY. The MAPA Foundation shall deem itself insecure in good faith and reasonably believes, after consideration of all the facts and circumstances then existing, that the prospect of payment and satisfaction of the obligations under this Agreement, or the performance of or observance of the covenants in this Agreement, or the value of its collateral is or will be materially impaired.

(j) JOB CREATION. If the BORROWER fails to attain the job creation requirements and low to moderate income (LMI) benefit of Article III of this Agreement. 9.2 NOTICE OF DEFAULT. The MAPA Foundation shall issue a written notice of default providing therein a thirty (30) day period in which the BORROWER shall have an opportunity to cure, provided that cure is possible and feasible. 9.3 REMEDIES UPON DEFAULT. If the default remains unremedied, the MAPA Foundation shall have the right, in addition to any rights and remedies available to it under any of the Security Instruments, to do one or more of the following: (a) exercise any remedy provided by law; (b) declare the unpaid principal plus interest then accrued on the Note due and payable immediately without presentment, demand, protest, notice of protest, notice of intention to accelerate or other notice of any kind, all of which are expressly waived by the BORROWER.

ARTICLE X: Disbursement Policies 10.1 LIMIT ON LOAN PROCEEDS ON HAND. The BORROWER shall request project funds only as needed.

ARTICLE XI: General Terms and Provisions 11.1 BINDING EFFECT. This Loan Agreement shall be binding upon and shall insure to the benefit of the MAPA Foundation and the BORROWER and its respective heirs, successors, legal representatives and assigns. The obligations, covenants, warranties, acknowledgments, waivers, agreements, terms, provisions and conditions of this Loan Agreement shall be jointly and severally enforceable against all parties to this Loan Agreement. 11.2 COMPLIANCE WITH LAWS AND REGULATIONS. The BORROWER shall comply with all applicable City, County, State and Federal laws, regulations, and rules, including the administrative rules adopted by the MAPA Foundation for the Community Development Block Grant Program (“CDBG”).

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11.3 TERMINATION FOR CONVENIENCE. In addition to termination due to an Event of Default or non-appropriation of CDBG funds, this Loan Agreement may be terminated in whole, or in part, when the MAPA Foundation and the BORROWER agree that the continuation of the project would not produce beneficial results commensurate with the future disbursement of Loan funds. The MAPA Foundation, and the BORROWER shall agree upon the termination conditions. The BORROWER shall not incur new obligations after the effective date of the termination and shall cancel as many outstanding obligations as is reasonably possible. The MAPA Foundation will allow full credit to the BORROWER for the MAPA Foundation share of the non-cancelable obligations allowable under the Loan Agreement and properly incurred by the BORROWER. 11.4 PROCEDURE UPON TERMINATION. If the Loan Agreement is terminated for convenience, an Event of Default or non-appropriation of the MAPA Foundation CDBG funds, disbursements shall be allowed for costs up to the date of termination determined by the MAPA Foundation to be in compliance with this Loan Agreement. The BORROWER shall return to the MAPA Foundation all unencumbered Loan Proceeds within one (1) week of receipt of Notice of Termination. Any costs previously paid by the MAPA Foundation, which are subsequently determined to be unallowable through audit, monitoring or closeout procedures shall be returned to the MAPA Foundation within thirty (30) days of the disallowance. 11.5 SURVIVAL OF AGREEMENT. If any portion of this Loan Agreement is held to be invalid or unenforceable, the remainder shall be valid and enforceable. The provisions of this Loan Agreement shall only survive the execution of all instruments herein mentioned and shall continue in full force until the Loan is paid in full. 11.6 GOVERNING LAW. This Loan Agreement and all Security Instruments shall be interpreted in accordance with the law of the State of Nebraska, and any action relating to the Loan Agreement shall only be commenced in the Nebraska District Court for Washington County or the United States District Court. 11.7 MODIFICATION. Neither this Loan Agreement nor any provision of the Security Instruments executed in connection with this Loan Agreement may be changed, waived, discharged or terminated orally, but only by a written document signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 11.8 NOTICES. Whenever this Loan Agreement requires or permits any notice or written request by one party to another, it shall be in writing, enclosed in an envelope, addressed to the party to be notified at the address hereinafter stated (or at such other address as may have been designated by written notice), property stamped, sealed and deposited in the United States Mail, as Certified Mail, Return Receipt Requested. Any such notice given hereunder shall be deemed delivered upon the earlier of actual receipt or two (2) business days after posting. The MAPA Foundation may rely on the addresses of the BORRWER set forth above, as modified in writing from time to time, as being the address of the BORROWER. 11.9 INVESTMENT OF LOAN FUNDS. Temporarily idle Loan proceeds held by the BORROWER may be invested provided such investments shall be in accordance with State law, shall be controlled by the BORROWER, and any interest accrued shall be credited to and expended on the Project prior to the expenditure of other Loan proceeds. 11.10 WAIVERS. No waiver by the MAPA Foundation of any default hereunder shall operate as a waiver of any other default or of the same default on any future occasion. No delay on the

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part of the MAPA Foundation in exercising any right or remedy hereunder shall operate as a waiver thereof. No single or partial exercise of any right or remedy by the MAPA Foundation shall preclude future exercise thereof or the exercise of any other right or remedy. 11.11 LIMITATION. It is agreed between the BORROWER and the MAPA Foundation that the MAPA Foundation shall not, under any circumstances, be obligated financially under this Loan Agreement except to disburse funds according to the terms of the Agreement. 11.12 ENFORCEMENT EXPENSES. The BORROWER agrees to pay upon demand any and all reasonable costs, fees, and expenses of the MAPA Foundation, including the fees and expenses of their attorneys, experts and agents, in connection with the exercise or enforcement of any of the rights of the MAPA Foundation and the BORROWER under the Loan Agreement. 11.13 HEADINGS. The headings in this Loan Agreement are intended solely for convenience of reference and shall be given no effect in the construction and interpretation of this Loan Agreement. 11.14 FINAL AUTHORITY. In the event the MAPA Foundation determines that BORROWER has not complied with the terms of this Agreement, it shall give BORROWER written notice of non-compliance which shall specify the term or terms of the Agreement with which BORROWER has not complied along with notice that if such term or terms are not complied with within thirty (30) days of the date of written notice, BORROWER shall be deemed not to be in compliance with the terms of this Agreement. 11.15 INTEGRATION. This Loan Agreement contains the entire understanding between the BORROWER and the MAPA Foundation and any representations that may have been made before or after the signing of this Loan Agreement, which are not contained herein, are non-binding, void and of no effect. None of the parties have relied on any such prior representation in entering into this Loan Agreement. 11.16 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Loan Agreement on the latest day and year specified below. THE BORROWER: CON-CRET, LLC. BY: DATE: Mark Faulkner Con-Cret, LLC. 461 Wiles Road Plattsmouth, NE 68048 BY: DATE:

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THE LENDER: MAPA Foundation BY: DATE:

Doug Kindig, Chair MAPA Foundation

2222 Cuming Street Omaha, NE 68102-4328

BY: DATE:

Greg Youell, Executive Director MAPA Foundation

2222 Cuming Street Omaha, NE 68102-4328

ATTEST BY: DATE:

Matt Eash, Director of Finance MAPA Foundation

2222 Cuming Street Omaha, NE 68102-4328