Applicant Otis Brooks & Dover Revolving Loan Fund Program Overview

Otis Brooks, Applicant to the Dover Revolving Loan Fund program — July 2023 OVERVIEW OF BUSINESS OWNER In 2009 businesses owner and true entrepreneur, Mr. Otis Brooks, launched Caribbean Cuisine in his property at 313 W Loockerman St, Dover, DE. For over 14 years it has been a stable and successful business in downtown’s more challenged West end, with sales last year of $300,000 and profit $256,000. His business ventures did not stop there. In 2019, Mr. Brooks purchased a second property at 147 S. New Street and started the rehab for Tastee’s Chicken & Seafood. This building/property had been vacant and dilapidated for many years, and Mr. Brooks brought it up to standard, including adding a commercial kitchen. With COVID in 2020 came major setbacks, nevertheless he was able to open in 2022. Not soon after, and yet again, he was challenged in March 2022 when a building adjacent to his caught fire. This hazardous corner/sidewalk was fenced in and eventually the road was closed for demolition, bringing vehicular and foot traffic to a grinding halt, and necessitating him to temporarily shut down entirely in November 2022. Reopening Tastee’s in May 2023, the business is now consistently gaining foot traffic. Mr. Otis recently purchased a third west-end property at 321 W, Loockerman, which currently houses a building on half of the parcel. He intends to renovate the vacant and dilapidated building to open an ice cream parlor on the first floor and lease two small apartments upstairs. Targeted opening is on/about Spring 2024. Through DDP’s work with Mr. Otis, he has been advised to work with resource partners from SBDC and True Access Capital, specifically to access an SBA loan and to write a complete business plan to expand this business at 321 W, Loockerman within his current LLC structure. Mr. Otis Brooks further plans to add to this property at once renovated, to create first floor commercial space for additional food operations and second floor apartment(s). The DDP has provided Mr. Otis two DDP REAP (Retention Expansion Assistance Program) grants totaling $3,500, for which he covered costs of inventory/staffing and tax payments to support the expansion of opening Tastee’s Chicken and Seafood at 147 S, New Street and for the times in which he struggled to generate revenue, both during COVID and due to the fire. He has just been approved for $72,425 from the DDP’s Critical Improvements Program fund (CIP) to ready the 321 W. Loockerman St. space for the ice cream parlor/apts. The currently requested $5,000 loan is to support Mr. Brooks’ marketing efforts and to develop new food items for Tastee’s Chicken and Seafood at 147 S. New Street. Mr. Brooks has been proven to be a reliable business owner: He Is consistently responsive to DDP; has recently brought all his business documentation (taxes, vacant building fees, etc.} up to current status and good standing; he is a “known entity” as a successful and present property and business owner in downtown Dover, and a strong and credible asset in the West end. He is diligent, a hard worker, a good member of the community and a true entrepreneur.

DRLE Dover Revolving Loan Fund OVERVIEW Through funding from USDA Rural Development and combined with a cash match from the Downtown Dover Partnership (DDP), the DDP has established the Dover Revolving Loan Fund (DRLF) for small business owners in downtown Dover, Delaware. Along with other DDP funding programs to incentivize and support small business development, the Dover Revolving Loan Fund will contribute to the long-term improvement of the economy in this rural community, and specifically in the Central Business District, including job and business creation and retention, improvement to the education and skills of the rural workforce, and vacancy reduction, which is mitigated by filling buildings with qualified and properly financed entrepreneurs. The Dover Revolving Loan Fund (DRLF) operates under the guidelines of the Revolving Loan Fund Plan, which may be found on pages 12-18. Qualifying Entities, Projects, Properties, and Use of Funds: Qualifying Entities, Projects, Properties, and Use of Funds: Business owners, businesses, and properties to be beneficiaries of the RLF program must be physically located within the City of Dover, as part of or directly adjacent to the Downtown Development District, and specifically within the Central Business District “Target” Area which is Loockerman Street and radiating out two blocks from Loockerman Street to the North and South.) Acquisition and development of building/property, including professional services (engineering, architecture, etc.) Technical advisement/assistance for private business enterprises. Construction, conversion, enlargement, repairs or modernization of buildings (including facade repairs), plants, machinery, furniture, fixtures, equipment, access streets and roads, parking areas, utilities, and pollution control and abatement facilities. Startup operating cost and working capital. In-Eligible Applicants, Projects or Use of Funds: Applications by members of the loan committee and their immediate family members shall be ineligible for funding. RLF funds will not be used to fund a part of a project which is dependent on other funding unless there is a firm commitment of the other funding to ensure completion of the project. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 1

RLF funds will not be used to pay off any previous debt. Refinancing construction financing may be an exception to this rule. RLF funds will not be made unless there is a reasonable prospect that the applicant meets the definition of "small and emerging private business enterprises” defined as "any private business that will employ 50 or fewer new employees and has less than $1 million in projected gross revenues." If USDA Rural Development changes its definition of small and emerging business as defined by the Rural Business Development Grant regulations, the Downtown Dover Partnership reserves the right to utilize the amended definition without further approval from the grantor. RLF funds will not be used to produce agriculture products through growing, cultivation, and harvesting either directly or through horizontally integrated livestock operations except for commercial nurseries, timber operations, or limited agricultural production related to technical assistance projects. RLF funds will not be used to finance comprehensive area-wide type planning. This does not preclude the use of grant funds for planning for a given project. Other program details: The DDP, in concert with the FRC, reserves the right to all final decisions of the program, as long as they do not conflict with policy of USDA Rural Development, Loans will be extended and distributed within the sole discretion of the DDP. The DDP may waive or permit variations to program guidelines. Loan recipients that relocate outside of the property and/or Target Area for which the loan was provided during the loan repayment time period may be required to immediately pay off the loan. Details of the Program: Application fee is non-refundable $175 due at time of application submission. Period of repayment is three years. There will be no pre-payment penalty, though monthly payments must be per the amortization schedule that will be provided, and pre-payment made be made one-time only, where in a final payment is made with the full balance remaining, minus any interest remaining on the loan. Funds must be repaid to DDP on a monthly basis, due on date as outlined in Letter of Conditions for funds. Late fee of $40 will be assessed if payment arrives to DDP more than seven business days after monthly due date. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 2

Required documents, in addition to the actual application: e Anapplication must be submitted, to include FINANCIALS, which include: e Two years of tax statements, including the filing status page e Acurrent profit and loss statement e A business plan and/or an executive summary of the business plan e Other documents that the FRC may require prior to or after submission of the application and financials, which may include some or all of the following: = Credit report and/or status of good standing = #of years in business = Current business licenses: State of Delaware, City of Dover, any other specific to business type = Tax returns for most recent two (2) years Applicants that cannot supply documents #1-3 above are advised to not apply at this time. They are advised to speak with a technical assistance provider or accountant that can help the applicant develop these documents. If the business has been operational for less than two years, other documents may be required for loan consideration. Other Costs: If determined necessary by the DDP, applicants and loan recipients may be charged for credit report fees, UCC and filing security documents, lien search fees, loan closing costs, attorney’s fees, filing fees, or other documents necessary to complete loan documentation. Upon approval of loan, all loan fees will be addressed in the Letter of Conditions and/or Loan Agreement between the DDP and the loan recipient. The DDP may waive or amend these fees. Requirements of Loan Recipients: e Loan recipients of the Dover Revolving Loan Fund are required to complete advisement and/or technical assistance provided by a Small Business Development Center (SBDC) advisor/Navigator Program, and/or with a similar pre-approved training or technical assistance provider on a topic that is intended to advance the knowledge, skills, and profitability of the business owner. The DDP representative will concur with the beneficiary of funds to determine the exact requirement, which will then be noted in the Letter of Conditions. Dispersement of funds may be reliant on enrollment and completion of this advisement/training. e A Letter of Conditions will be provided to loan recipient from the DDP upon notice of approval to extend a loan. e Loan recipients will be required to provide performance metrics, such as number of jobs established, vacancies reduced, businesses retained and/or expanded, and/or others as required by the FRC in concert with the DDP. These metrics will be required in a periodic report, to be detailed in the Letter of Conditions upon successful award of a loan. Other program details: Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 3

© The DDP, in concert with the FRC, reserves the right to all final decisions of the program, as long as they do not conflict with policy of USDA Rural Development, Loans will be extended and distributed within the sole discretion of the DDP. The DDP may waive or permit variations to program guidelines. e Loan recipients that relocate outside of the property and/or Target Area for which the loan was provided during the loan repayment time period may be required to immediately pay off the loan. Questions about the Dover Revolving Loan Fund Applications for the program may be found: e (https://www.downtowndoverpartnership.com/ddp/incentives/) e Downtown Dover Partnership: 101 W. Loockerman Street, Suite 2B, Dover, DE 19904 e =Inquiry@DowntownDoverPartnership.com or call DDP office at 302-678-2940 Submissions: Electronic submission of applications and financials is preferred. © SUBMIT APPLICATION: o Electronically: Inquiry@DowntownDoverPartnership.com OR o By Mail: Downtown Dover Partnership office at 101 W. Loockerman Street, Suite 2B, Dover, DE 19904 o FINANCIALS: This portion of the application must be directed as follows: o Electronically: Inquiry@DowntownDoverPartnership.com with “CONFIDENTIAL LOAN FINANCIALS [YOUR BUSINESS NAME]’ stated in the subject line of the email OR o By Mail to: Downtown Dover Partnership office at 101 W. Loockerman Street, Suite 2B, Dover, DE 19904 Financials within the package must be clearly labeled “CONFIDENTIAL LOAN FINANCIALS [YOUR BUSINESS NAME]” An application is not considered complete until the application and financials have been submitted to the Downtown Dover Partnership via the email or standard mailing addresses above. Recommended, if mailing: Certified, first-class mail with a return receipt requested; USPS Priority, Fed Ex, USPS or other mail with confirmation that DDP received the package. Equal Opportunity Lending The Downtown Dover Partnership DRLF is an equal opportunity lender and requires loan recipients to adhere to all equal opportunity laws. Further, USDA is an equal opportunity provider, employer, and lender. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 4

In accordance with Federal civil rights law and U.S. Department of Agriculture (USDA) civil rights regulations and policies, the USDA, its Agencies, offices, and employees, and institutions participating in or administering USDA programs are prohibited from discriminating based on race, color, national origin, religion, sex, gender identity (including gender expression), sexual orientation, disability, age, marital status, family/parental status, income derived from a public assistance program, political beliefs, or reprisal or retaliation for prior civil rights activity, in any program or activity conducted or funded by USDA. See next page for Application. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 5

DRLE Dover Revolving Loan Fund APPLICATION Name of Business Owner: Home Address of Business Owner: Street /Apt.: City: State: Zip: Phone/Cell: Other Phone: Email Address: Current Business Name: Type of Business or Business Category: How long have you been in business? __yrs.___ mos. How long at this address? __yrs.___mos. Current Business Address: Street /Suite.: City: State: Zip: Phone/Cell: Other Phone: Web address: How much revenue was generated in: 2019 2020. 2021 IF APPLICABLE: Address of new business (If applicable): Street /Suite.: City: State: Zip: Phone/Cell: Other Phone: Does the new business have a web address? YES NO If yes, provide web address: Does your current business, now operate in the priority DDP Downtown Designated Area? (See Attachment B) YES NO Do you have a current Delaware Business License? YES NO Do you have a current City of Dover business License? YES NO Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 6

Describe briefly (100 words or less) how you plan to use these funds. Description of your needs/what funds will be used for, and include how meeting this need will address business and job retention or expansion goals: Does your business provide/include products and/or services that fall within one or more of the “Top Ten Priority Business Categories” that have been shown by market research to be needed in downtown Dover? (See Attachment C) YES NO What is the Business Category (whether or not in Top Ten Priority Business Category list): Provide 5 targeted metrics (quantifiable results) to your planned move into Dover, or Dover retention/expansion plans. (How will your business benefit from the loan? For instance, # of jobs gained/stabilized, vacancies reduced, number of customers gained, etc.) NOTE: You will be required to provide reports to quantify the metrics that you state below, and or others as determined by the EDFRC/DDP. L, l agree that, if | receive the loan, | will comply with the following: e Provide required documentation, as identified on Page 1-4. e If asked, | will present my loan request in person to the Committee, as well provide updates during the loan timeframe both in writing and, if asked, | will come before the EDFRC. e | will disclose to the DDP if my plans for use of the funds change or if failure of my business within six months to a year is likely, pending, or imminent. e Adhere to loan funding requirements that will be provided per terms outlined in the Letter of Conditions. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 7

If will not use funds outside of the description and intent of the Letter of Conditions and/or without prior approval from the DDP/Committee. If that occurs, | understand | will be required to return the funds to the DDP within 30 days of DDP notice to do so or in an alternate timeframe that DDP sets up. If the business fails within the three years repayment period, | will be required to pay back to the DDP outstanding funds. Additional requirements may be provided in the Letter of Conditions. | hereby provide information in this application and related documentation is true and correct, to the best of my knowledge. Initial | further understand that providing falsified information or documents, or any other assertion of incorrect information to obtain grant funds, will disqualify me from applying for, or receiving, funds from the DDP for a period of one year from date of application, and that the DDP staff and EDFRC reserve the right for all final decisions. Business Name: Applicant Name (Printed): Applicant Signature: Date: Downtown Dover Representative (Printed) Title Date: Questions may be directed to: Inquiry@DowntownDoverPartnership.com Downtown Dover Partnership; 101 W. Loockerman St., Suite 1A; Dover, DE 19904; 302-678-2940 Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 8

SAMPLE ATTACHMENT A ATTACHMENT A - SAMPLE AMORTIZATION CHART Example of a Monthly Amortization Schedule Interest Rate will vary according to Wall Street Journal "WSJ Prime Rate" NOTE: Loan will require separate application fee of $175. Beginning Ending Balance Interest Principal | Balarice $5,000.00 $41.67 | $119.67 | $4,880.33 $4,880.33 $4,759.66 $4,637.99 $122.69 | $4,515.31 5| $4,515.31 $123.71 | $4,391.60 6| $4,391.60 | $36.60 | $124.74 | $4,266.86 7| $4,266.86 | $35.56 | $125.78 | $4,141.08 $126.83 | $4,014.25 $4,014.25 | $33.45 | $127.89 | $3,886.37 $32.39 | $128.95 | $3,757.42 11 | $3,757.42 | $31.31 | $130.03 | $3,627.40 12| $3,627.40 | $30.23 | $131.11 | $3,496.29 year 1 end 13] $3,496.29| $29.14 | $132.20 | $3,364.09 14| $3,364.09 $28.03 | $133.31 | $3,230.79 $40.67 | $120.67 $121.68 $4,759.66 $4,637.99 15 | $3,230.79 $3,096.37 $25.80 | $135.54 | $2,960.84 $2,960.84 | $24.67 | $136.67 | $2,824.18 18| $2,824.18 | $23.53 $2,686.38 20| $2,547.43 | $21.23 | $140.11 | $2,407.32 21 22 $2,407.32 | $20.06 | $141.28 $2,266.04 | $18.88 23[ $2,123.59 | $17.70 $144.84 | $1,835.12 year 2 end $1,835.12 $1,689.07 $1,541.81 $1,393.33 29 $1,243.60 $10.36 $1,092.63 $9.11 $940.40 $786.90 $632.12 $5.27 $476.05 $3.97 $318.68 $2.66 $160.00 $1.33 year 3end Contact DDP for current interest rates $147.26 $148.49 $1,689.07 $1,541.81 $1,393.33 $149.73 | $1,243.60 $150.98 | $1,092.63 $152.23 | $940.40 $153.50 | $786.90 $154.78 | $632.12 $156.07 | $476.05 $157.37 | $318.68 $158.68 | $160.00 $160.01 $0.00 Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 9

ATTACHMENT B Fy ino a Ben \ a si ie an ot ise oockert \ " A \ not St \ Eq i i \ = i — Bs Bs wn e = ce Soliant ms Priority DDP Downtown Designated Are *The DDP may waive or permit variations to these guideline

ATTACHMENT C The following “Top Ten Priority Business Categories” have been shown by market research to be needed in downtown Dover. . Microbrewery/Brewpub . Restaurants/Hybrid Bars/Pubs/Snacks . Millennial Tavern . Healthy Living: gym, yoga, health and specialty . Healthy Eating: vegan, organic, smoothies . Farm Fresh/Ethnic/Green Grocers . Apparel/Shoes/Accessories . Jewelry, Gift and Novelty Destination Boutiques Oo wo NN Dn wo FSF WwW NY FR . Personal Service 10. Specialty: wine, cheese, nuts, confections, oils, flowers NOTE: Other emerging business categories may qualify. DDP reserves the right to make all final decisions. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 11

DOWNTOWN DOVER PARTNERSHIP REVOLVING LOAN FUND PLAN Through the creation of a Revolving Loan Fund (RLF) for small business owners in downtown Dover, Delaware, the Downtown Dover Partnership seeks to improve the quality of life in the City of Dover central business district. Along with other DDP funding programs to incentivize and support small business, the Dover revolving Loan Fund will contribute to the long-term improvement of the economy in this rural community, including job creation and retention, improvement to the education and skills of the rural workforce, and vacancy reduction, which is mitigated by filling buildings with qualified and properly financed entrepreneurs. The Downtown Dover Partnership (grantee) Revolving Loan Fund (RLF) operates under the guidance of the following Revolving Loan Fund Plan. This Revolving Loan Fund Plan will not be amended or changed without prior written concurrence from Rural Development (grantor), an Agency of the USDA. POLICY STATEMENTS: Grant funds will be received by the Downtown Dover Partnership through the Rural Business Development Grant program and are being used to establish a revolving loan fund (RLF). The RLF will be used to provide financial assistance to third parties within the guidelines of this revolving loan fund plan. The Downtown Dover Partnership will contribute a cash match to establish the RLF. Verification of these funds is provided with the grant application. These funds will remain in the RLF until the RLF is terminated. Termination will not take place without prior concurrence of the grantor. The RLF will be used to finance applicant needs that cannot be met from applicant's current resources or commercial financial institutions. The RLF may finance the majority of an applicant's project needs up to $5,000 if other resources are not available, but proof of in-kind or matching funds toward the project are required for loans. The Board of Directors of the Downtown Dover Partnership is the sole authority for approval or denial of loans from the RLF and is responsible for all decisions and actions of the RLF. The RLF will be operated and maintained solely by the Downtown Dover Partnership. Members of the Downtown Dover Partnership Board of Directors: 1. President, Mr. Todd Stonesifer 10. Mrs. Kim Adams 2. Vice President, Mr. John Van Gorp 11. Ms. Codi Canasa 3. Secretary, Mr. Jonathan Street 12. Dr. Stacy Downing 4. Treasurer, Mr. Pete Bradley 13. Mr. Donny Legans 5. Senator Trey Paradee 14. Ms. Mary Ellen Gray 6. Representative Bill Bush 15. Mr. David Hugg 7. Councilman Fred Neil 16. Ms. Linda Parkowski 8. Councilman Ralph Taylor 17. Ms. Carla Wilson 9. Mayor Robin Christiansen For updates to Board of Directors, visit: https://www.downtowndoverpartnership.com/ddp/partnership-board-staff/ To avoid potential conflicts of interest, or the appearance of a conflict of interest, an RLF loan will not be made to any board member, officer, general manager, or supervisory employee of the Downtown Dover Partnership (DDP) or close relative thereof, or to any DDP subsidiary or affiliated organization in which the DDP has a financial interest. Amendments to this Rural Development Plan will require the approval of the Downtown Dover Partnership Executive Committee. However, no action will be taken to amend this plan without the prior written approval of the Rural Business Cooperative Service (RBS), its successors or assigns. Equal Opportunity Lending The Downtown Dover Partnership RLF is an equal opportunity lender and requires loan recipients to adhere to all equal opportunity laws. Further, USDA is an equal opportunity provider, employer, and lender. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 12

All information regarding RLF loan requests will at all times be kept confidential by the members of the Downtown Dover Partnership board, the loan review committee, and the Downtown Dover Partnership staff. If/As necessary, the Downtown Dover Partnership may seek the advice and counsel of outside consultants and sources in order to adequately perform due diligence regarding the project. REVOLVING LOAN FUND MANAGEMENT: Administration and Management of the Revolving Loan Fund Loan Review Committee The Downtown Dover Partnership Board of Directors has appointed an Economic Development Funding Review Committee (FRC) to review all RLF loan applications. The FRC will perform the required due diligence in order to make a written recommendation to the Downtown Dover Partnership Executive Committee, who will then forward the recommendation to the Board of Directors for final approval. The FRC will meet on an as-needed basis under the terms of the application procedures listed below. Members of the FRC serve on a volunteer basis. The FRC shall be comprised of no fewer than five voting members plus the Downtown Dover Partnership Executive Director or his/her designee. The DDP Executive Director/shall not have voting privileges but may be involved in the discussion and offer advisement and recommendations. Three persons of the FRC shall constitute a quorum necessary for approving or rejecting an application for funding from the RLF. A simple majority (51%) of members voting shall be necessary for approval. \f a member of the FRC has a financial interest in the project being reviewed, he/she will abstain from the loan review/recommendation. Members of the FRC will serve indefinite terms. The Loan Review Committee members were chosen, in part, because of their experience with lending and/or economic and community development projects. A current and up to date roster of the members of the FRC will be attached to this Revolving Loan Fund Plan as new members are appointed. These committee appointments do not reflect an amendment to the RLF Plan and therefore do not have to be approved by USDA. Members of the FRC are representatives are listed below: 1. City of Dover — David S. Hugg, Ill, City Manager (or designee) 2. Central Delaware Chamber of Commerce — Dina Vendetti, President (or designee) 3. NeighborGood Works (formerly NCALL)/Restoring Central Dover Initiative — Executive Director, Karen Speakman (or designee) 4. Delaware State University - Lillie Crawford, Director Delaware Center for Enterprise Development 5. Private small business consultant — Rick Ferrell, Principal, Retail Market Answers LLC (or designee) 6. Small Business Development Center — Denita Henderson, Associate State Director, Small Business Advisor (or designee) 7. State of Delaware Division of Small Business — Anastasia Jackson, Kent County Regional Business Manager (or designee) 8. True Access Capital - Van Hampton, President and CEO (or designee) 9. Wilmington University (or other local college) — Clint Robertson (or designee) REVOLVING LOAN FUND GUIDELINES: Loan funds will be used to finance and/or develop small and emerging private business enterprises in rural areas. Qualifying Entities, Projects, Properties, and Use of Funds: Business owners, businesses, and properties to be beneficiaries of the RLF program must be physically located within the City of Dover, as part of or directly adjacent to the Downtown Development District, and specifically within the Central Business District “Target” Area which is Loockerman Street and radiating out two blocks from Loockerman Street to the North and South.) Acquisition and development of building/property, including professional services (engineering, architecture, etc.) Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 13

Technical advisement/assistance for private business enterprises. Construction, conversion, enlargement, repairs or modernization of buildings (including facade repairs), plants, machinery, furniture, fixtures, equipment, access streets and roads, parking areas, utilities, and pollution control and abatement facilities. Startup operating cost and working capital. Other requirements of those participating in the revolving loan program: Application fee is non-refundable $175 due at time of application submission. Period of repayment is three years. There will be no pre-payment penalty, though monthly payments must be per the amortization schedule that will be provided, and pre-payment made be made one-time only, where in a final payment is made with the full balance remaining, minus any interest remaining on the loan. Funds must be repaid to DDP on a monthly basis, due on date as outlined in letter of agreement for funds. Late fee of $40 will be assessed if payment arrives to DDP more than seven business days after monthly due date. An application must be submitted, to include FINANCIALS, which include: e Two years of tax statements, including the filing status page e° Acurrent profit and loss statement e A business plan and/or an executive summary of the business plan © Other documents that the FRC may require prior to or after submission of the application and financials, which may include some or all of the following: = Credit report and/or status of good standing = #of years in business = Current business licenses: State of Delaware, City of Dover, any other specific to business type = Tax returns for most recent two (2) years Requirements of Loan Recipients: Loan recipients of the Dover Revolving Loan Fund are required to complete advisement and/or technical assistance provided by a Small Business Development Center (SBDC) advisor/Navigator Program, and/or with a similar pre-approved training or technical assistance provider on a topic that is intended to advance the knowledge, skills, and profitability of the business owner. The DDP representative will concur with the beneficiary of funds to determine the exact requirement, which will then be noted in the Letter of Conditions. Dispersement of funds may be reliant on enrollment and completion of this advisement/training. A Letter of Conditions will be provided to loan recipient from the DDP upon notice of approval to extend a loan. Loan recipients will be required to provide performance metrics, such as number of jobs established, vacancies reduced, businesses retained and/or expanded, and/or others as required by the FRC in concert with the DDP. These metrics will be required in a periodic report, to be detailed in the Letter of Conditions upon successful award of a loan. Other program details: The DDP, in concert with the FRC, reserves the right to all final decisions of the program, as long as they do not conflict with policy of USDA Rural Development, Loans will be extended and distributed within the sole discretion of the DDP. The DDP may waive or permit variations to program guidelines. Loan recipients that relocate outside of the property and/or Target Area for which the loan was provided during the loan repayment time period may be required to immediately pay off the loan. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 14

In-Eligible Applicants, Projects or Use of Funds: ¢ Applications by members of the loan committee and their immediate family members shall be ineligible for funding. e RLF funds will not be used to fund a part of a project which is dependent on other funding unless there is a firm commitment of the other funding to ensure completion of the project. e RLF funds will not be used to pay off any previous debt. Refinancing construction financing may be an exception to this rule. e RLF funds will not be made unless there is a reasonable prospect that the applicant meets the definition of "small and emerging private business enterprises" defined as "any private business that will employ 50 or fewer new employees and has less than $1 million in projected gross revenues." If USDA Rural Development changes its definition of small and emerging business as defined by the Rural Business Development Grant regulations, the Downtown Dover Partnership reserves the right to utilize the amended definition without further approval from the grantor. © RLF funds will not be used to produce agriculture products through growing, cultivation, and harvesting either directly or through horizontally integrated livestock operations except for commercial nurseries, timber operations, or limited agricultural production related to technical assistance projects. © RLF funds will not be used to finance comprehensive area-wide type planning. This does not preclude the use of grant funds for planning for a given project. Minimum / Maximum Loan Amounts: Loans to be made from the RLF will not exceed the level of available funding in the RLF bank account. Loans made from the RLF will typically be $5,000. The Loan Committee may authorize loans other than in the amount listed above on a case-by- case basis. Interest Rate: Interest rate will not exceed 2% over the WSJ prime rate. The Loan Committee will determine the rate on the day of loan closing based on the evaluation of the applicant's ability to repay and the _ Necessity of below market financing to advance the project. Interest earned on any RLF loan must stay in the fund for use in making additional RLF loans. The interest rate will typically range from 5 - 10% and typically will not exceed prime rate by more than 2%. e Fees/Closing Costs: e $175 application fee shall be submitted with each application. Costs associated with processing the application (e.g., credit report fees, UCC and lien search fees, filing security documents, filing legal documents fees, etc.), if determined necessary by the DDDP, shall be the responsibility of the applicant. The DDP may waive or amend this fee structure without further approval from the grantor. e@ The DDP may charge loan recipients for loan closing costs, attorney's fees, filing fees, etc., as necessary to complete loan documentation. All loan fees will be addressed in the Letter of Conditions and/or Loan Agreement between the DDP and the loan recipient. Loan Term: Loans will be amortized over three years, and paid monthly to the Downtown Dover Partnership in equal amounts, per the sample Loan Amortization Chart. (ATTACHMENT A) Loans may be pre-paid in full, with the actual amount of principle to be due as a final payment, assuming no past due payments have been incurred. Security / Collateral: The DDP may require personal guarantees and/or co-signors, which will be determined on a case-by-case basis. Security shall consist of the best lien available on real estate, equipment, inventory, etc. The discounted value of the security (using typical lender discount rates) shall equal or exceed the value of the loan. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 15

The DDP may require collateral, and if determined to be required, the DDP representative will collaborate with the applicant to obtain security/collateral that is adequate for the term of the loan. The nature of the collateral pledged shall be determined by the loan committee on a project-by-project basis. If the same collateral is used in joint financing, the RLF will seek a parity position with other lenders. Types of security may include: © Mortgage Lein on Real Property e Machinery and equipment which have a developed market; e Letter(s) of credit from acceptable financial institution(s); e Securities issued by the Federal government or its agencies; e Accounts receivable and inventory for short-term loans. APPLICATION PROCEDURES: Applications for RLF funds will be accepted on a rolling basis, while funds are available. All applicants for RLF funding will be required to complete an application form and provide a corresponding business plan (and/or one-page executive summary) with verifiable data which demonstrates that their proposed projects are economically feasible, sustainable, and will provide benefits to rural areas, either through job creation or infrastructure improvements. Applications for the Dover Revolving Loan Fund may be found at: © — https://www.downtowndoverpartnership.com/ddp/incentives/ e Downtown Dover Partnership office at 101 W. Loockerman Street, Suite 1A, Dover, DE 19904 Questions about the program may be directed to 302-678-2940. Submissions: Electronic submission of applications is preferred, and must be submitted as follows: e APPLICATION: o Electronically: Inquiry@DowntownDoverPartnership.com OR oc. _By Mail: Downtown Dover Partnership office at 101 W. Loockerman Street, Suite 1A, Dover, DE 19904 o FINANCIALS: portion of the application must be directed to Rick Ferrell, Principal of Retail Market Answers LLC (Business Development Advisor providing Loan Review/Financials): o Electronically: RickFerrell@Hotmail.com or call 917-335-1961 OR o By Mail: Retail Market Answers, LLC (Rick Ferrell) 1801 Green Lane Wilmington DE 19810-4005 An application is not considered complete until all required information has been submitted to BOTH the Downtown Dover Partnership AND Rick Ferrell via the email addresses above. Or if not via email, recommend preferred mailing certified, first-class mail with a return receipt requested; USPS Priority, Fed Ex, USPS or other mail with confirmation of receipt by DDP o Complete applications will be packaged by the DDP and reviewed by the Economic Development Funding Review Committee (FRC) . o There must be evidence presented by the applicant that indicates the RLF loan is necessary to make the proposed project feasible. o The Loan Committee may require written business plans feasibility studies, business plans, market studies, and/or other documents as appropriate for the business type. © The FRCwill analyze each project and make a written recommendation to the Downtown Dover Partnership Board of Directors. Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 16

o The DDP Board of Directors will review FRC recommendations at the monthly meetings. However, if needed and at the Board’s option, the Board may call a special meeting to review a loan application. ©. The DDP Board of Directors shall have final authority to approve or deny RLF loan requests, and to determine appropriate terms and conditions. o For approved loans, a Letter of Conditions/Loan Agreement addressing all of the terms and conditions, including monitoring procedures, repayments, delinquencies, defaults and remedies for that project will be prepared by the DDP. In addition, the RLF shall have prepared all notes, mortgages, security agreements, UCC filings and other legal documents necessary to close the loan. The RLF will use appropriate note, mortgage, and other forms which are approved by the State Bar Association. o Before RLF funds can be disbursed to the loan recipient, all requirements and terms of the Loan Agreement must be met, and supplemental financing must already be contributed or verified ready to contribute to the project. Review Criteria: The basis for determining the eligibility/approvability, loan amount, interest rate, and terms and conditions of a revolving loan fund request, and general RLF operational procedures, are as follows: o The loan review committee and DDP Board of Directors will consider the financial need of the project, the probability of success, the security offered, and the overall benefits of the project to rural areas, including the number of jobs to be created or retained, vacancy reduction, diversification of the economy, the extent of the upgrading of the skills of the rural workforce, the quality of the jobs in terms of pay scale and benefit package. © Applicants who choose to apply in times when inadequate funds exist for extending a loan will be informed of the lack of funds. Applications will be reviewed and funded (if eligible) based on the ability of the DDP to secure funds to process a loan. o Applications with the greatest anticipated opportunity for economic impact for the community shall receive greatest priority. Criteria to be considered in determining economic impact include number of jobs created or saved, wage scale of employees, benefits paid to employees, priority target area, and likelihood of loan funds to produce intended outcome. ° Applications of equal economic impact will be funded in date order of application. o In accordance with Federal law and U.S. Department of Agriculture policy, the Loan Committee will not discriminate on the basis of race, color, national origin, religion, age, disability or marital or family status. LOAN MONITORING: The Downtown Dover Partnership Executive Director, otherwise known as “Executive Director,” shall be responsible for administrative requirements of the RLF. The Executive Director may delegate these responsibilities to other persons. All RLF loans will be monitored to ensure that loan proceeds are spent as identified in the RLF application, that all other sources of financing have been committed to the project, and that the benefits of the project, such as job creation, are accomplished as stated in the RLF application. The Executive Director shall ensure that RLF lien positions and loan collateral are secure. e = This loan monitoring will require regular reporting by the loan recipient. e Annual income statements and balance sheets will be collected from the loan recipient. Depending on the nature of the project and security arrangements, Downtown Dover Partnership reserves the right to require the submission of annual financial reports as audited by a certified public accountant. e The Downtown Dover Partnership has the right to conduct occasional site visits to meet with the loan recipient, verify collateral and collect any information as required. e At the option of the Downtown Dover Partnership, periodic management information reports may be required of the loan recipient. Management reports may be required as often as on a quarterly basis, beginning six months after the advance of RLF funds and continuing thereafter for a period of three years or until completion of the project, whichever is the later period. e If requested, management reports will include: Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 17

information on the number of jobs created or retained during the reporting period; building enhancement, occupancy of a previously vacant building; comparison of accomplishments during the reporting period to the objectives established for the project, a description of any problems, delays, or adverse conditions which will materially affect the attainment of planned project objectives and a statement of action taken or contemplated to resolve the situation. ooo0oo0 e The Downtown Dover Partnership reserves the right to require these reports on a more frequent basis if it is determined to be in the best interest of the RLF. ® = Anannual review and report of the outstanding loans of the RLF, including job creation/retention totals and community benefits, will be compiled by the loan committee for presentation to the DDP Board of Directors. COLLECTION PROCEDURES: e The Director or his/her designee is charged with the responsibility for loan collections and related workouts, collection of charged-off loans, management and disposal of other real estate owned, and any other activities related to delinquent accounts. e As part of this responsibility, the Director shall have authority to initiate foreclosures, and collection suits after consultation with the Downtown Dover Partnership’s legal counsel. The Executive Director will advise the board of such action at their next regular meeting. e Past due notices will be generated and sent to the loan recipient according to the following schedule: e First notice sent on the 10" day after a note or payment is due. e Second notice sent on the 20" day after a note or payment is due. e If the delinquent account becomes 30 days delinquent, the Executive Director will make phone contact with the loan recipient to inquire about the situation and arrange appropriate corrective action. e Asaprudent lender and at the Downtown Dover Partnership’s sole discretion, a one-time corrective action/workout of a delinquent account is permitted. As part of the workout, loan terms may be modified by deferral, reamortization and/or balloon payments. e — If the delinquent account is not taking steps to cure default and the account becomes 60 days delinquent, a written 30-day Notice to Cure will be issued and sent to the loan recipient via certified, first-class mail with a return receipt requested. e If the delinquent account does not respond to the Notice to Cure by paying the amount stated in the cure notice, the file will be forwarded to the Downtown Dover Partnership’s legal counsel to start foreclosure actions. FILE RETENTION: All RLF files will be retained for a period of not less than 3 full years after the loan has been paid in full. After 3 years, the files will be destroyed by shredding or incineration. Files will be secured in a locked, safe place and access will be limited to Intermediary staff with RLF responsibilities. Other security measures will be initiated as needed to protect confidentiality of loan documents. This Revolving Loan Fund Plan is submitted by the grantee. Upon approval by the grantor, the grantee agrees that no changes will be made to the Revolving Loan Fund Plan without prior written approval by the grantor. -- BELOW ARE SIGNATURES FROM DDP AND USDA RURAL DEVELOPMENT — THIS IS NOT THE SIGNATURE PAGE FOR ACTUAL APPLICATION. SIGNED COPIES MAY BE OBTAINED BY REQUEST TO DDP OFFICE The Downtown Dover Partnership (GRANTEE) By: (Signature) (Title) (Date) Diane Laird Executive Director This Revolving Loan Fund Plan is hereby approved by USDA - Rural Development. USDA - RURAL DEVELOPMENT By: ‘ (Signature) (Title) (Date) Downtown Dover Partnership — Dover Revolving Loan Fund July 2023 18