FOR VALUE RECEIVED, the undersigned Rimage Corporation (“Borrower”) promises to pay to the order of WELLS FARGO
BANK, NATIONAL ASSOCIATION (“Bank”) at its office at Bloomington RCBO, 7900 Xerxes Ave S, Bloomington, MN 55431,
or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately
available funds, the principal sum of $10,000,000.00, or so much thereof as may be advanced and be outstanding, with interest
thereon, to be computed on each advance from the date of its disbursement as set forth herein.
As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this
Note shall have the meaning set forth at the place defined:
1.1 “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in
Minnesota are authorized or required by law to close.
1.2 “Fixed Rate Term” means a period commencing on a Business Day and continuing for 1 month, as designated by
Borrower, during which all or a portion of the outstanding principal balance of this Note bears interest determined in relation to
LIBOR; provided however, that no Fixed Rate Term may be selected for a principal amount less than $100,000.00; and provided
further, that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof. If any Fixed Rate Term would end on a
day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day.
1.3 “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) determined by
dividing Base LIBOR by a percentage equal to 100% less any LIBOR Reserve Percentage.
(a) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as the Inter-Bank
Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective