展品10.1

證券保證借款的第二次修訂和重申的 promissory note   富國銀行設備融資公司 | 南第四街600號 | MAC N9300-100 | 明尼阿波利斯，明尼蘇達州55415

注意：出借人保留權利，在未在本承諾書籤署日期起五（5）個工作日內收到原件或傳真件後，撤回本承諾書條款併發出經修改的承諾書而無需通知債務人。然而，在此情況下，除非債務人簽署包含所有修改的修改文件，否則不會對債務人產生約束力。

合同編號0011169-000，日期爲2024年10月25日

本人（「債務人」）特此無條件承諾，如有價值收到，將支付給富國設備融資公司（「貸款人」），地址由貸款人隨時指定，在美利堅合衆國合法貨幣中，本金總額 $15,000,000.00 連同自貸款款項下達後未償餘額計算的利息，以以下方式確定年利率（按360天年基礎，實際天數計算）。

此處發放的貸款款項的利率爲貸款人確定的年化利率，即（i）SOFR平均值加（ii） 2.22%「SOFR平均值」是貸款人確定的年化利率，是SOFR在滾動三十（30）個日曆日內的複利平均值（「30天SOFR平均值」），用於確定日期前兩個（2）個營業日的當天（該日爲「SOFR平均值確定日」），根據SOFR管理者在SOFR管理者網站上發佈的利率進行公佈；但是，（x）如果在任何SOFR平均值確定日的紐約時間下午5:00（紐約時間）時，該30天SOFR平均值尚未在SOFR管理者網站上發佈，並且與SOFR平均值有關的基準替換日期尚未發生，則SOFR平均值將是在SOFR管理者網站上爲第一個之前的一個營業日發佈的30天SOFR平均值，只要該第一個之前的營業日不晚於SOFR平均值確定日前的三（3）個營業日；（y）如果根據以上規定確定的SOFR平均值（包括根據此款的規定）低於0%（「基準底線」），則SOFR平均值將被視爲基準底線。「SOFR」是由SOFR管理者進行管理的過夜擔保融資利率的年化利率。「SOFR管理者」是紐約聯邦儲備銀行（或擔保隔夜融資利率的後繼管理者）。 「SOFR管理者網站」是紐約聯邦儲備銀行的網站，目前位於http://www.newyorkfed.org，或者是由SOFR管理者不時確定的代表擔保隔夜融資利率的任何後繼來源。「營業日」是除了（i）星期六，（ii）星期日，或（iii）證券業協會及金融市場協會或任何後繼者建議其成員的固定收入部門整天停止交易美國政府債券目的以外的任何日子。利率最初將於發放貸款款項所在月的第一天確定，並且此初始利率將持續有效直至發放貸款款項所在月的最後一天。 除非適用違約利率（如下所定義），否則之後每個月的有效利率直至此票據全額支付將是SOFR平均值的相同百分比，每月的第一天確定一次（每個這樣的月度期間稱爲「利息期間」）。 在下文基準替換規定下，如果貸款人判斷（任何判斷均爲對債務人具有約束力的判斷），要麼（i）根據不可轉讓確定定義無法確定適用的利息期間的SOFR平均值（一種「不確定性確定」），要麼（ii）任何法律已經使得貸款人依據SOFR或SOFR平均值進行或維持預付款成爲非法，或者任何政府當局聲稱根據SOFR或SOFR平均值進行或確定利率成爲非法（一種「非法確定」），則貸款人將向債務人發出通知。

本協議包括以下確定的頁面數量上的條款

在無力判定或違法判定之日起，直至貸款人撤銷該無力判定或通知債務人有關導致違法判定不存在的情況不再存在（視情況而定），調整後的基準利率應替代對本利息的任何確定。受影響利息期（將添加到調整後的基準利率上曾添加到SOFR平均值的按金）；但是，不得因無法判定在任何適用的利息期間生效而作出任何利息確定。儘管前述有異議，但如果隨後根據適用的基準替代條款確定了基準替換方案，那麼該基準替換方案及任何適用的按金將取代前述替換基準。 「調整後的基準利率」在任何時候，指（a）當時的基準利率減去（b）金額（可能爲正數、負數或零，且從無力判定或違法判定之日直至貸款人撤銷該無力判定或通知債務人有關導致違法判定不存在的情況不再存在，按實際情況而定）等於（i）最後可用SOFR平均值的基準利率減去（ii）最後可用的SOFR平均值（若SOFR平均值大於基準利率，則（i）減去（ii）得負數，則將負數添加到（a）以得出調整後的基準利率）；但是，如果調整後的基準利率低於基準下限，則調整後的基準利率將視爲基準下限。 「基準利率」在任何時候，指富國銀行國家協會（「銀行」）在其主要辦公地點最近公佈的利率作爲其基準利率，須理解基準利率是銀行的基礎利率之一，用作計算那些貸款的有效利率的基礎，並在銀行指定的內部出版物或出版物宣佈後存入記錄來證明。如果銀行在任何時候公佈的利率作爲其基準利率低於基準下限，則爲本票及任何相關貸款文件目的，基準利率將視爲基準下限。

First Installment Due Date means the date that is one month after the date loan proceeds are disbursed hereunder. Debtor agrees that the dates of the First Installment Due Date and the Final Installment Due Date may be left blank when this Note is executed and hereby authorizes Lender to insert such dates based upon a 60-month term and the date the loan proceeds are disbursed.

Debtor promises to pay the principal and interest hereof as follows:

Principal shall be payable in 59 consecutive monthly installments of $250,000.00 each commencing on the First Installment Due Date and continuing on the same day of each month thereafter, and in a final installment of the entire unpaid balance of this Note on the Final Installment Due Date, when the entire unpaid principal shall become due and payable.

Interest on the unpaid principal balance through the day preceding the payment due date shall be paid with each principal installment.

The amount of each installment payment and the annual interest rate used to compute such payments each as set forth above were calculated based on Lender’s cost of funds within two Business Days of the date of this Note set forth above. Notwithstanding anything in this Note to the contrary, if the loan proceeds are not disbursed within fifteen (15) Business Days of the date of this Note and Lender’s cost of funds has increased subsequent to the date of this Note, the annual interest rate and the amount of the installment payments will be increased to provide the same yield to Lender as would have been obtained if Lender’s cost of funds had not increased. The annual interest rate and the amount of the installment payments shall be determined by Lender taking into account its cost of funds two Business Days prior to the date that this Note is funded. Debtor agrees that the loan proceeds shall not be disbursed until Lender has received all documentation and information required by Lender, which may include, without limitation, a delivery and acceptance certificate, evidence of insurance, invoices, landlord waivers and evidence of no adverse liens or security interests on the Equipment. In such event Debtor and Lender shall sign an amendment to this Note reflecting the change in the interest rate and installment payments.

If any installment due hereunder is not received by Lender within ten (10) days of its due date, Debtor agrees to pay a late fee to Lender equal to the lesser of (i) 5% of the past due installment or (ii) the highest amount allowed by applicable law. Payments thereafter received shall be applied first to delinquent installments and then to current installments.

This Note may be prepaid in whole at any time by paying to Lender the unpaid principal balance of this Note, together with accrued but unpaid interest and late fees, plus a prepayment premium of 2.00% of the principal amount prepaid if prepaid during months 1 - 30 and 0.00% thereafter.

This Note shall not be prepaid in part except as a result of a permitted disposition of an item of collateral which secures this Note. The amount of such partial prepayment relative to an item of collateral shall be equal to a principal amount, as reasonably determined in Lender’s sole discretion, together with accrued but unpaid interest, plus a prepayment premium calculated in accordance with the preceding paragraph with respect to the principal amount prepaid. Nothing contained in this paragraph shall be construed as an authorization by Lender to Debtor to sell or otherwise dispose of an item of collateral which secures this Note. Such sale or disposition of an item of collateral by Debtor shall be made solely in accordance with the terms of the security agreement or other agreement pursuant to which Debtor pledged such item of collateral to Lender.

Debtor may remit to Lender amounts in excess of an installment that is due hereunder and Lender shall apply such amount to the next maturing installment or installments. Payment of amounts in excess of the installment that is due or installments prior to the due date thereof shall not be treated as a prepayment or result in a change to either the total number of installments or the total sum of all installments payable under this Note.

Debtor shall pay to Lender immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any governmental authority and related in any manner to SOFR or SOFR Average, and (ii) costs, expenses and liabilities arising from or in connection with reserve percentages prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Board of Governors of the Federal Reserve System, as amended), assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to SOFR or SOFR Average. In determining which of the foregoing are attributable to any SOFR or SOFR Average option available to Debtor hereunder, any reasonable allocation made by Lender among its operations shall be conclusive and binding upon Debtor.

Each of the following shall constitute an Event of Default hereunder: (a) failure to pay any installment hereunder within ten (10) days of when due; (b) the occurrence of an event of default as defined in any security agreement or mortgage securing this Note; (c) the commencement of any bankruptcy or insolvency proceedings by or against Debtor or any guarantor of this Note; and (d) an event of default shall occur under any indebtedness Debtor may now or hereafter owe to Lender or any affiliate thereof. Upon the occurrence of an Event of Default, Lender may do any one or more of the following as it may elect: (i) declare the entire unpaid balance of the Note to be immediately due and payable, and thereupon the full principal balance plus the prepayment premium described above, together with accrued but unpaid interest through and including the date of payment in full, shall be and become immediately due and payable. Interest shall be calculated from the date of such Event of Default, both before and after judgment, at a rate equal to the lesser of 12% per annum or the highest rate permitted by law (the “Default Rate”); (ii) exercise any one or more of the rights and remedies available to it under any security agreement or mortgage securing this Note or under any other agreement or by law. In no event shall Debtor’s obligations under this Note be secured by any real property unless the document granting an interest in real property specifically references this Note by date and/or contract number.

Debtor hereby waives presentment, notice of dishonor, and protest. Debtor agrees to pay all costs of collection of this Note, including reasonable attorneys’ fees. The holder hereof may change the terms of payment of the Note by extension, renewal or otherwise, and release any security for, or party to, this Note and such action shall not release any accommodation maker, endorser, or guarantor from liability on this Note.

Notwithstanding anything to the contrary contained herein, if the rate of interest, late payment fee, prepayment premium or any other charges or fees due hereunder are determined by a court of competent jurisdiction to be usurious, then said interest rate, fees and/or charges shall be reduced to the maximum amount permissible under applicable law and any such excess amounts shall be applied towards the reduction of the principal balance of this Note.

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Minnesota without regard to conflicts of law rules. DEBTOR HEREBY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER UNDER OR IN CONNECTION WITH THIS NOTE.

If Debtor is not an individual, (i) the execution, delivery and performance of this Note has been duly authorized by all necessary action on the part of Debtor and will not violate any provision of Debtor’s governing documents; (ii) the person signing on behalf of Debtor is duly authorized; and (iii) this Note constitutes a legal, valid and binding obligation of Debtor.

If this Note is signed by more than one person as Debtor, then the term “Debtor” shall refer to each of them separately and to all of them jointly, and each such person shall be liable hereunder individually in full and jointly with the others.

Lender may in its sole discretion, accept a photocopy, electronically transmitted facsimile, pdf or other reproduction of this Note and/or any document related hereto or thereto (a “Counterpart”) as the binding and effective record of this Note and/or such other document, whether or not an ink signed copy hereof is also received by Lender from Debtor, provided, however, that if Lender accepts a Counterpart as the binding and effective record of this Note or any other document, the Counterpart acknowledged by Lender (either in ink or electronically) shall constitute the record hereof or thereof. Debtor represents to Lender that the signature that appears on the Counterpart that is transmitted by Debtor to Lender in any manner described above is intended by Debtor to authenticate the Counterpart notwithstanding that such signature is electronic, facsimile or a reproduction and Debtor further agrees that a Counterpart of this Note or such other document received by Lender, shall, when acknowledged by Lender (either in ink or electronically), constitute an original document for the purposes of establishing the provisions hereof and thereof and shall be legally admissible under the best evidence rule and binding on and enforceable against Debtor. If Lender accepts a Counterpart of a document as the binding and effective record thereof, only such Counterpart acknowledged by Lender’s ink or electronic signature may be marked “Original” and perfection of a security interest by possession or control may only be accomplished by possession or control of the Counterpart that bears Lender’s acknowledgement.

Benchmark Replacement Provisions. Notwithstanding anything to the contrary contained herein:

(a) Benchmark Replacement. If a Benchmark Transition Event occurs, the applicable Benchmark Replacement will replace the then- current Benchmark for all purposes hereunder on the Benchmark Replacement Date without any further action or consent of Debtor.

(b) Benchmark Replacement Conforming Changes. Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Debtor.

(c) Notices; Standards for Decisions and Determinations. Lender will promptly notify Debtor of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by Lender pursuant to these provisions, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and will be made in its sole discretion and without Debtor consent.

(d) Certain Defined Terms. As used herein:

“Benchmark” means, initially, the SOFR Average; provided, however, that if a Benchmark Transition Event has occurred with respect to the SOFR Average or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has become effective pursuant to the provisions of this Note.

“Benchmark Administrator” means, initially, the SOFR Administrator or any successor administrator of the then-current Benchmark or any insolvency or resolution official with authority over such administrator.

“Benchmark Replacement” means the sum of: (x) the alternate rate of interest that has been selected by Lender as the replacement for the then-current Benchmark and (y) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Lender, in each case giving due consideration to (i) any selection or recommendation by the Relevant Governmental Body at such time for a replacement rate, the mechanism for determining such a rate, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such rate or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to the then-current Benchmark, the methodology or conventions applicable to such rate, or the spread adjustment, or method for calculating or determining such spread adjustment, for such rate for U.S. dollar-denominated syndicated or bilateral credit facilities; provided, however, that if the Benchmark Replacement as determined as provided would be less than the Benchmark Floor, then the Benchmark Replacement shall be deemed to be the Benchmark Floor for the purposes hereof.

“Benchmark Replacement Conforming Changes” means any technical, administrative or operational changes (including, without limitation, changes to the timing and frequency of determining rates and making payments of interest, prepayment provisions and other technical, administrative or operational matters) that Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Lender.

“Benchmark Replacement Date” means the date specified by Lender in a notice to Debtor following a Benchmark Transition Event.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a public statement or publication of information by or on behalf of the Benchmark Administrator or a regulatory supervisor for the Benchmark Administrator announcing that (a) the Benchmark Administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; or (b) the Benchmark is not, or as of a specified future date will not be, representative.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve Bank of New York or any successor thereto.

Schedule A Wells Fargo Equipment Finance, Inc. | 600 South 4th Street | MAC N9300-100 | Minneapolis, MN 55415

Contract No. 0011169-000 dated as of August 2, 2022

Final Revision: October 25, 2024

Final

Debtor/Borrower: Geneva Pipe and Precast Company

One (1) Schlusselbauer Exact 2500 Concrete Pipe Plant as more fully described on order confirmation number AB-23900-00 from Schlusselbauer Technology

One (1) Manhole Riser & Cones System for Schlusselbauer Exact 2500 Concrete Pipe Plant/2-45-WCS Concrete Mixing and Batching One(1) WiCoMix WM2250/3-45-WCS Concrete Mixing and Batching Plant

One (1) WiCoMix WM 3450-4WAB-840WCS Mixing and Batching Plant

Debtor/Borrower: Geneva Pipe and

Precast Company