MHC Financial Services, LLC v. Jeff Davis & Sons Farm & Metals, LLC

IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA MHC FINANCIAL SERVICES, LLC Plaintiff, v. JEFF DAVIS & SONS FARM & METALS, LLC, Defendant. PETITION FOR REPLEVIN FIRST CAUSE OF ACTION COMES NOW the Plaintiff, MHC Financial Services, LLC (MHC), by and through its counsel of record, Jerome S. Sepkowitz of Derryberry & Naifeh, LLP, and by way of its First Cause of Action and demand against the Defendant, Jeff Davis & Sons Farm & Metals, LLC (Davis), alleges and states as follows: 1. On or about June 3, 2022, Davis entered into an Retail Installment Contract ("Contract") for good and valuable consideration with MHC. A copy of said Contract is attached hereto as Exhibit "A." 2. Under the terms and provisions of said Contract, Davis was to make monthly payments to MHC, which Contract is secured by the following vehicle: 2023 KW/W900L; VIN #1XKWD49X8PR216016 3. Davis has failed to make the agreed upon payment on the Contract and is past due. MHC, who is the owner and holder of said Contract has made demand upon said Davis for the payment of the Contract. Davis has failed, refused, and/or neglected to pay said unpaid balance of the Contract. Contract provides that parties liable for payment thereunder agree to pay reasonable costs of collection, including a reasonable attorney’s fee. 4. Davis is currently past due under the Contract, and as a result MHC, has declared the entire balance due under the contract in the amount of $82,981.29 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; fees and court costs accrued and accruing, a reasonable attorney’s fee, and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. SECOND CAUSE OF ACTION COMES NOW, MHC and by way of its Second Cause of Action and demand against Davis, alleges and states as follows: 5. On or abour June 3, 2022, Davis entering into a Retail Installment Contract ("Contract") for good and valuable consideration with MHC. A copy is attached hereto as Exhibit "B". 6. Under the terms and provisions of said Contract, Davis was to make monthly payments to MHC, which Contract is secured by the following vehicle: 2023 KW/W900L; VIN #1XKWD49X7PR216167 7. Davis has failed to make the agreed upon payment on the Contract and is past due. MHC, who is the owner and holder of said Contract has made demand upon said Davis for the payment of the Contract. Davis has failed, refused, and/or neglected to pay said unpaid balance of the Contract. Contract provides that parties liable for payment thereunder agree to pay reasonable costs of collection, including a reasonable attorney’s fee. 8. Davis is currently past due under the Contract, and as a result MHC, has declared the entire balance due under the contract in the amount of $94,279.23 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; fees and court costs accrued and accruing, a reasonable attorney’s fee, and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. THIRD CAUSE OF ACTION COMES NOW, MHC and by way of its Second Cause of Action and demand against Davis, alleges and states as follows: 9. On or about June 3, 2022, Davis entering into a Retail Installment Contract ("Contract") for good and valuable consideration with MHC. A copy is attached hereto as Exhibit "C". 10. Under the terms and provisions of said Contract, Davis was to make monthly payments to MHC, which Contract is secured by the following vehicle: 2023 KW/W900L; VIN #18KWD49XOPR216043 11. Davis has failed to make the agreed upon payment on the Contract and is past due. MHC, who is the owner and holder of said Contract has made demand upon said Davis for the payment of the Contract. Davis has failed, refused, and/or neglected to pay said unpaid balance of the Contract. Contract provides that parties liable for payment thereunder agree to pay reasonable costs of collection, including a reasonable attorney’s fee. 12. Davis is currently past due under the Contract, and as a result MHC, has declared the entire balance due under the contract in the amount of $109,183.63 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; fees and court costs accrued and accruing, a reasonable attorney’s fee, and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. FOURTH CAUSE OF ACTION COMES NOW, MHC, and by way of its Fourth Cause of Action and demand against Davis alleges and states as follows: 13. Each and every material allegation as set forth and contained in the First, Second and Third Causes of Action of MHC’s Petition are herewith restated, re-alleged, and incorporated by reference. 14. MHC has a special ownership interest in the following: 2023 KW/W900L; VIN #1XKWD49X8PR216016 2023 KW/W900L; VIN #1XKWD49X7PR216167 2023 KW/W900L; VIN #18KWD49XOPR216043 15. Davis has not complied with the provisions of the Contracts in that the monthly payments have not been made by Davis; and thus by virtue of this default, MHC has declared the entire balance due under each contract in the amount of $82,981.29 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; and $94,279.23 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency and $109,183.63 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; late fees; court costs; a reasonable attorney’s fee; and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. 16. Therefore, under the terms of the Contracts, MHC, who is the owner and holder thereof, has a special ownership interest in and the right to immediate and permanent possession of the equipment listed above. 17. Davis is in actual possession of said equipment. Davis has failed to permit MHC to take possession of said equipment and wrongfully and unlawfully holds possession thereof. 18. Davis may claim some right, title, or interest in and to the equipment, but any right, title, or interest of Davis is inferior and junior to MHC’s right, title, and interest in and to said equipment. 19. The aforementioned equipment was not taken in execution on any Order or Judgment against said MHC Financial Services, LLC, or for the payment of any tax, fine, or amercement assessed against it, or by virtue of an order of delivery issued or any other mesne or final process issued against MHC Financial Services, LLC or, if taken in execution or on any Order or Judgment against the MHC Financial Services, LLC, that it is exempt by law from being so taken. 20. The actual value of the equipment is not known, but MHC Financial Services, LLC alleges, upon information, the value is: 1. 2023 KW/W900L $80,443.26 2. 2023 KW/W900L $91,434.57 3. 2023 KW/W900L; $106,457.00 REQUESTED PRAYER WHEREFORE, MHC prays in the Fourth Cause of Action that this Court enter an Order of Delivery and a Judgment for Possession against Davis for the immediate and permanent possession of the following: 2023 KW/W900L; VIN #1XKWD49X8PR216016 2023 KW/W900L; VIN #1XKWD49X7PR216167 2023 KW/W900L; VIN #18KWD49XOPR216043 for a reasonable attorney’s fee, for costs of this action, and for any all other accruing costs. MHC further demands Judgment in the First Cause of Action against Davis, for the sum of $82,981.29 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; late fees; court costs; a reasonable attorney’s fee; and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. MHC further demands Judgment in the Second Cause of Action against Davis, for the sum of $94,279.23 for principal; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; late fees; court costs; a reasonable attorney’s fee; and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. MHC further demands Judgment in the Third Cause of Action against Davis, for the sum of $109,183.63 for principal; ; interest at the rate of 7.99% per annum, from December 15, 2025 until paid, 1.50% for each installment not paid for the period of delinquency; late fees; court costs; a reasonable attorney’s fee; and for any and all other fees and costs of this action, accrued and accruing, and for such other and further relief as the Court deems just and proper. MHC further demands that the final money judgment against Davis be stayed pending the determination of the amount thereof remaining due to MHC Financial Services, LLC after sale upon foreclosure of the equipment obtained, pursuant to said Judgment for Possession, and that upon determination of the deficiency, if any, due to MHC after said sale, that a money judgment be entered for MHC against Davis for the amount of the deficiency, together with all costs of this action, including a reasonable attorney's fee. Respectfully submitted, Jerome S. Sepkowitz, OBA #8081 DERRYBERRY & NAIFEH, LLP 4800 N. Lincoln Boulevard Oklahoma City, Oklahoma 73105 Telephone: (405) 528-6569 Facsimile: (405) 528-6462 [email protected] ATTORNEY FOR PLAINTIFF ATTORNEY'S LIEN CLAIMED STATE OF OKLAHOMA ) ) ss: COUNTY OF OKLAHOMA ) Jerome S. Sepkowitz, of lawful age, being duly sworn upon oath, deposes and states: I am the attorney for the Plaintiff in the above-styled cause of action. I have read the above and foregoing instrument and believe the contents thereof and statements therein to be true and correct to the best of my knowledge. Jerome S. Sepkowitz, Esq. Subscribed and sworn to before me, a Notary Public for the State of Oklahoma, on the 17th day of February, 2026. Commission #: 22002993 Commission Expires: 3/3/26 SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT SELLER NAME PLACE OF BUSINESS MAILING ADDRESS MHC KENWORTH - OKLAHOMA CITY 7200 WEST I-40 SERVICE ROAD OKLAHOMA CITY, OK 731280000 SAME BUYER NAME PLACE OF BUSINESS MAILING ADDRESS Jeff Davis & Sons Farm & Metals LLC 5803 Smoky Hill Trail Edmond, OK 73034 5803 Smoky Hill Trail Edmond, OK, 73034 Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and severally) hereby purchases, subject to the terms set forth below and on any attachments hereto, the following described vehicle (the "Vehicle"), delivery and acceptance of which in good order Buyer hereby acknowledges. To secure payment of all sums due or which become due under this Contract, Buyer's performance of all other obligations under this Contract, and other obligations of Buyer to Seller or any affiliate of Seller as set forth in Section 22 of this Contract, including extensions, renewals and future advances, Buyer grants Seller a security interest in (1) the Vehicle, and all current and future accessions, attachments, accessories and additions thereto, including without limitation the Additions & Accessions defined in Section 11 of this Contract, (2) Buyer's rights to any refund of premiums for and payments under, and proceeds of the insurance policies required by Section 3 of this Contract, (3) any substitutions or replacements of the foregoing, and (4) proceeds and products of all of the foregoing (collectively the "Collateral"). To the extent permitted by law, Buyer grants Seller a security interest in any other vehicles or property of Buyer, as to which Seller already has an existing security interest and such vehicles or other property of Buyer shall be part of the Collateral. Buyer shall ensure that the security interest in the Collateral granted to Seller herein remains a sole first lien security interest. Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash price indicated and/or for Buyer to seek financing from a third party, but that the Buyer has chosen to purchase on the terms and conditions of this Contract. DESCRIPTION OF VEHICLE – COLLATERAL (For Security Purposes Only) <table> <tr> <th>YEAR</th> <th>MAKE/MODEL</th> <th>VEHICLE IDENTIFICATION NUMBER</th> <th>NEW/USED</th> <th>PRICE OF VEHICLE</th> </tr> <tr> <td>2023</td> <td>KW/V900L</td> <td>1XKWD49X8PR216016</td> <td>New</td> <td>$239,500.00</td> </tr> </table> Total: $239,500.00 <table> <tr> <th>DESCRIPTION OF TRADE-IN EQUIPMENT</th> <th>ALLOCATION</th> <th>PAYOFF</th> <th>PAYOFF OWED TO</th> </tr> </table> ITEMIZATION OF AMOUNT FINANCED <table> <tr> <th></th> <th>CASH PRICE</th> <th>SALES TAX</th> <th>TITLE FEE</th> <th>TOTAL CASH PRICE</th> <th>N/A</th> </tr> <tr> <td>1. DOWN PAYMENT</td> <td>$239,500.00</td> <td>N/A</td> <td>N/A</td> <td>$44,136.97</td> <td>$0.00</td> <td>$239,500.00</td> <td>$44,136.97</td> <td>$195,363.03</td> </tr> <tr> <td>2.</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td>N/A</td> </tr> <tr> <td>3. UNPAID CASH PRICE (1 - 2)</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> </tr> <tr> <td>4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A + 4B)</td> <td>$A. Official Fee(s)</td> <td>N/A</td> <td>PROCESSING FEE</td> <td>$595.00</td> <td>TRACKING FEE</td> <td>$59.00</td> <td>GPS FEE</td> <td>$0.00</td> <td>$645.00</td> </tr> <tr> <td>FEES: (Itemize)</td> <td>5A. Document Processing Fee</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>5C. Insurance and Title Tracking Fee</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> </tr> <tr> <td>5D. GPS Installation Fee</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> </tr> <tr> <td>TOTAL FEES (5A + 5B + 5C + 5D)</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td>$645.00</td> </tr> <tr> <td>6. UNPAID BALANCE (Amount Financed) (3 + 4 + 5)</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td>$196,008.03</td> </tr> <tr> <td>7. FINANCE CHARGE (Time Price Differential)</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td>$43,184.37</td> </tr> <tr> <td>8. TOTAL PAYMENTS (Contract Balance) (6 + 7)</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td>$239,192.40</td> </tr> <tr> <td>9. DEFERRED PAYMENT PRICE (1 + 4 + 5 + 7)</td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td></td> <td>$283,329.37</td> </tr> </table> PREPAYMENT REBATE: Upon prepayment in full or acceleration, Buyer is entitled to a rebate of the unearned Finance Charge (Item 7) computed in accordance with the "Sum of the Balances Method". An acquisition charge of $150.00 may be deducted in determining the amount the rebate. No rebate less than $1.00 will be paid. PAYMENT SCHEDULE <table> <tr> <th>First Installment</th> <th>No. of Installments</th> <th>Amount Each</th> <th>First Installment</th> <th>No. of Installments</th> <th>Amount Each</th> </tr> <tr> <td>JUL 18, 2022</td> <td>60</td> <td>$3,986.54</td> <td></td> <td></td> <td></td> </tr> </table> SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT Any documentary or administrative fee charged by Seller is charged solely for purposes specified or otherwise allowed under applicable law. SEE BELOW (AR, MO, or TX) OR ATTACHED DOCUMENTARY OR ADMINISTRATIVE FEE DISCLOSURE EXHIBIT FOR STATE SPECIFIC DISCLOSURES AND SUCH EXHIBIT IS HEREBY INCORPORATED HEREIN BY THIS REFERENCE AS IF FULLY SET FORTH IN THIS DOCUMENT. IF PURCHASED IN ARKANSAS: A SERVICE AND HANDLING FEE IS NOT AN OFFICIAL FEE. A SERVICE AND HANDLING FEE IS NOT REQUIRED BY LAW BUT MAY BE CHARGED TO THE CUSTOMER FOR PERFORMING SERVICES AND HANDLING DOCUMENTS RELATING TO THE CLOSING OF A SALE OR LEASE. THE SERVICE AND HANDLING FEE MAY RESULT IN PROFIT TO THE DEALER. THE SERVICES AND HANDLING FEE DOES NOT INCLUDE PAYMENT FOR THE PREPARATION OF LEGAL DOCUMENTS. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN MISSOURI: AN ADMINISTRATIVE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS ADMINISTRATIVE FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS ADMINISTRATIVE FEE IS FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN TEXAS: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED BY BUYERS FOR HANDLING DOCUMENTS RELATED TO THE SALE. A DOCUMENTARY FEE MAY NOT EXCEED A REASONABLE AMOUNT AGREED TO BY THE PARTIES. THIS NOTICE IS REQUIRED BY LAW. INSURANCE 4A. PHYSICAL DAMAGE INSURANCE with respect to the Vehicle is required by this Contract. Buyer shall provide such insurance through any insurance company authorized to do business in the State of Seller's location where this Contract is accepted and signed so long as the requirements for such insurance set forth in this Contract are satisfied, although Seller may reject any insurer for reasonable cause. <table> <tr> <th>INSURANCE COMPANY</th> <th>TERM</th> <th>DESCRIPTION</th> <th>DEDUCTIBLE</th> <th>Premium</th> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>Physical Damage insurance not financed in this contract</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <th colspan="2">COVERAGES</th> <th></th> <th>DEDUCTIBLE</th> <th>Premium</th> </tr> <tr> <td>COLLISION</td> <td></td> <td></td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>SPECIFIED PERILS</td> <td></td> <td></td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>OTHER</td> <td></td> <td></td> <td>N/A</td> <td>N/A</td> </tr> </table> 4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not a factor in approval of credit, and are not included. <table> <tr> <th>DESIRE:</th> <th>INSURANCE COMPANY</th> <th>Premium</th> </tr> <tr> <td>CREDIT LIFE INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>CREDIT ACCIDENT AND HEALTH INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>NON TRUCKING USE INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> </table> Buyer acknowledges disclosure of insurance charges above and requests and authorizes Seller to obtain insurance coverage checked and include the cost in Item 3. AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A + 4B) N/A BUYER REPRESENTS AND WARRANTS The Collateral is regularly used for and is only to be used by Buyer for business and commercial purposes, and not for personal, family or household use. The Collateral will be titled in the state of Oklahoma Buyer’s principal place of business is located at: 5803 Smoky Hill Trail/OK 73034 Buyer will immediately notify Seller in writing of any change in the above address or location or any other matter as required by Section 17 hereof. DELINQUENCY CHARGES For each installment not paid when due, to the extent allowed by law, Buyer agrees to pay Seller a delinquency charge calculated thereon at the rate of 1-1/2% per month for the period of delinquency or, at Seller's option, 5% of such installment, provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Buyer can legally obligate itself to pay and/or Seller can legally collect. BUYER'S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. TERMS AND CONDITIONS THE TERMS AND CONDITIONS ATTACHED HERETO CONTAIN PROVISIONS REGARDING THE DISCLAIMER OF IMPLIED WARRANTIES AND/OR LIMITATIONS OF CERTAIN DAMAGES. THESE DISCLAIMERS AND LIMITATIONS MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS ORDER IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMERS AND/OR LIMITATIONS SHALL NOT APPLY. TERMS AND CONDITIONS 1. CERTIFICATE OF TITLE – LIENS. Buyer agrees that any Certificate of Title with respect to the Collateral will show Seller’s security interest (lien) and will be delivered promptly to Seller. Seller has the right to hold the Certificate of Title until Buyer pays all indebtedness and performs all other obligations under this Contract. Buyer promises not to give any other party a lien or security interest in the Collateral without Seller’s prior written consent. Buyer promises not to part with possession of, sell or lease the Collateral without Seller’s prior written approval. Buyer also agrees that the Collateral may not be operated or used by any third party that is not part of the business of Buyer. Buyer hereby agrees that from time to time, at the expense of the Buyer, Buyer will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or desirable, or that Seller may request in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Buyer grants to Seller the power to sign Buyer’s name and on behalf of Buyer to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 2. ASSIGNMENT. Buyer shall not assign, pledge or otherwise transfer any of Buyer’s rights or interests in this Contract or any Collateral without Seller’s prior written consent. Any assignment by Buyer without Seller’s prior written consent shall be void and of no effect. Seller has the right to assign this Contract to MHC Financial Services, LLC. If Seller does assign it, MHC Financial Services, LLC will take all of the Seller’s right, title and interest under this Contract (including Seller’s interest in the Collateral). Thereafter, the term “Seller” in this Contract shall mean MHC Financial Services, LLC, as applicable. This means, among other things, that Buyer will be required to make the payments under this Contract directly to MHC Financial Services, LLC. Buyer acknowledges that if Seller assigns this Contract, and MHC Financial Services, LLC sues Buyer to collect any amount Buyer owes to MHC Financial Services, LLC or to enforce any of Buyer’s other obligations to MHC Financial Services, LLC, Buyer will not assert any claim or defense Buyer has against the former Seller as a claim, defense, or setoff against MHC Financial Services, LLC additionally. MHC Financial Services, LLC may further sell or assign any or all of its rights under this Contract to any third party. Any such assignment to MHC Financial Services, LLC shall be without further notice to Buyer and Buyer hereby consents to the assignment to MHC Financial Services, LLC and to any subsequent assignment. Buyer acknowledges that MHC Financial Services, LLC has not participated in the sale of the Vehicle and has made no representations or warranties to Buyer under this Contract. Buyer further acknowledges that MHC Financial Services, LLC is located in Leawood, Kansas and that all payments and communications will be with that Leawood, Kansas office. 3. INSURANCE. Buyer, at its sole cost, agrees to keep the Collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies by an insurance company Seller has approved until all of Buyer’s obligations under this Contract have been paid and satisfied in full. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Contract secures, whichever is greater. The insurance policy shall provide, in a form acceptable to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to Seller certificates or, if requested, policies of insurance satisfactory to Seller, each with a loss-payable endorsement naming Seller or its assigns as loss-payee as their interests may appear. Such insurance policy shall provide that it can be canceled only after written notice of intention to cancel has been delivered to Seller at least ten (10) days before the cancellation date. Such insurance policy shall provide that Seller’s interest in the policy shall not be invalidated by any act, omission, breach or neglect of anyone other than Seller and that such coverage shall be primary over any insurance purchased by Seller or any of its affiliates. Buyer shall endorse any check for insurance proceeds to be payable to Seller to the extent any indebtedness then exists and Buyer shall not negotiate any such insurance proceeds check without the express prior written consent of Seller. If the Collateral is lost or damaged, Seller shall have full power to collect any or all insurance proceeds and to apply them as Seller chooses either to satisfy any obligation secured by this Contract (whether or not due or otherwise matured), or to repair the Collateral. Seller shall have no liability for any losses which occur because no insurance has been obtained or the coverage of the insurance which has been obtained is incomplete. If at any time Buyer fails to procure and keep in force the insurance required hereunder, Seller may in its discretion purchase insurance for only the protection of Seller’s interest in the Vehicle and Collateral, at Buyer’s expense, including interest and any other charges Seller may impose in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. Buyer shall reimburse Seller upon demand for such expenses or, at Seller’s option, the costs of the insurance may be added to the outstanding balance under this Contract subject to a loan modification fee. Buyer recognizes that any such insurance Seller may procure in its discretion may not protect Buyer in the event of a loss and may be for such period of time as Seller determines. Buyer also understands that the insurance premiums for any such insurance may be higher than would be the case if Buyer had purchased the insurance required herein. Buyer may later cancel any insurance purchased by Seller, but only after providing Seller with evidence that Buyer has obtained insurance as required by this Contract. If the cost of insurance was included in this Contract, that insurance will terminate: (a) if all payments and all of Buyer’s obligations under this Contract are paid in full and satisfied; (b) if Seller releases its security interest in the Vehicle; (c) if a default occurs and Seller cancels the insurance; (d) if the Vehicle is repossessed; (e) if the floater policy under which the insurance is purchased terminates; or (f) on the final due date of the final scheduled payment under this Contract. Buyer acknowledges and agrees that Seller or one of Seller’s affiliates may earn a fee or commission in connection with this Contract to the extent permitted by law. Buyer authorizes Seller to release to third parties any information necessary to monitor the status of insurance on the Vehicle or other Collateral and to obtain the insurance described in this Contract. INSURANCE FOR BODILY INJURY, LIABILITY, PROPERTY DAMAGE TO OTHERS, CARGO DAMAGE, PUBLIC LIABILITY OR FINANCIAL RESPONSIBILITY LAWS IS NOT INCLUDED IN THIS TRANSACTION. 4. LOSS OR DAMAGE. Until all of Buyer’s obligations under this Contract are satisfied, Buyer is responsible for all risk of loss and damage, loss, theft, destruction or seizure of the Collateral (an “Event of Loss”). Buyer must promptly notify Seller of any Event of Loss. If the Collateral can be repaired or replaced, Buyer agrees to promptly repair or replace the Collateral, at Buyer’s cost, and the terms of this Contract will continue to apply. If the Collateral cannot be repaired or replaced, Buyer agrees to immediately pay Seller all amounts due or to become due under this Contract. All insurance proceeds must be paid directly to Seller, and Seller may apply any excess insurance proceeds to any other amounts Buyer owes Seller or any affiliate of Seller. 5. TAXES. Buyer agrees to pay before delinquency all sales and other taxes, license fees and other governmental charges imposed on the Collateral or its sale or use. 6. USE OF COLLATERAL. Buyer agrees to keep the Collateral in good repair to prevent any waste, loss, damage, or destruction of or to the Collateral; to prevent any unlawful use of the Collateral; and not to make or allow to be made any significant change in the Collateral or in its chassis, body or special equipment, without Seller’s prior written consent. Seller may examine the Collateral wherever located at any time, and Buyer will inform Seller of the Collateral’s location upon Seller’s request. The Collateral shall not be used, transported or delivered to any locations outside of the United States without Seller’s prior written consent. 7. EXPENSES PAID BY SELLER. Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller such as taxes, insurance premiums, repair bills, title fees, or any expenses incurred under Section 14(j). Buyer’s obligation to pay such expenses shall be secured by the Collateral. 8. TRADE-INS. If Buyer has traded in any property, Buyer represents and warrants that the description of it on the front of this Contract is accurate, that the title conveyed is good and its transfer rightful, and that the property is delivered free from any security interest or other lien or encumbrance. 9. WARRANTY. (a) IF THE VEHICLE COVERED BY THIS CONTRACT IS NEW, SUCH VEHICLE IS SOLD SUBJECT SOLELY TO THE WARRANTY OF THE MANUFACTURER AND, TO THE EXTENT ALLOWED BY LAW, NO OTHER WARRANTY IS PART OF THE PURCHASE. BUYER ACKNOWLEDGES RECEIPT OF SUCH MANUFACTURER’S WARRANTY TO THE EXTENT IT EXISTS IN PAPER FORM. TO THE EXTENT ALLOWED BY LAW, SUCH MANUFACTURER’S WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) UNLESS BUYER HAS RECEIVED FROM SELLER A SEPARATE WRITTEN WARRANTY EXECUTED BY SELLER, ALL USED VEHICLES COVERED BY THIS CONTRACT ARE SOLD ON AN “AS IS” BASIS—AND, TO THE EXTENT ALLOWED BY LAW, WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE—TO THE EXTENT ALLOWED BY LAW, THE RISK AS TO THE QUALITY AND PERFORMANCE OF THE VEHICLE IS WITH BUYER AND SHOULD THE VEHICLE PROVE DEFECTIVE FOLLOWING PURCHASE, BUYER AND NOT SELLER SHALL ASSUME THE COST OF ALL NECESSARY SERVICING AND REPAIR. BUYER HAS HAD THE OPPORTUNITY TO TEST DRIVE AND OTHERWISE INSPECT THE VEHICLE (NEW AND USED) AND SELLER HAS MADE NO REPRESENTATIONS OF THE CONDITION OR SERVICE HISTORY OF SUCH VEHICLE. THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS CONTRACT IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN SHALL NOT APPLY. 10. LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSST USE, LOST PROFITS, LOST SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE OR FOR CLAIMS MADE BY A THIRD PARTY. IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY TO BUYER OR ANY OTHER PARTY RELATING TO OR RESULTING FROM THE SALE OR USE OF THE VEHICLE EXCEED THE TOTAL AMOUNT DUE UNDER THIS CONTRACT. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY AND WHETHER THE ALLEGED BREACH OF OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH. THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS CONTRACT IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN SHALL NOT APPLY. 11. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure that becomes part of the Collateral, shall constitute “Additions & Accessions” and shall be subject to Seller’s security interest. All Additions & Accessions must stay with the Collateral if it is repossessed or returned to Seller. 12. CREDIT INFORMATION. Buyer acknowledges and agrees that Seller has or may investigate Buyer’s credit history and credit capacity in connection with updating, modifying, extending or collecting amounts due Seller by Buyer and that Seller may share information about Buyer with credit bureaus or pursuant to any order, decree, subpoena or other validly issued judicial or administrative process. Buyer acknowledges and agrees that Seller may report information about Buyer to credit bureaus and that late payments, missed payments, or other defaults may be reflected in Buyer’s credit report. 13. SHARING OF INFORMATION. Subject to the terms of federal law and other applicable laws, Buyer understands and agrees that Seller may share information about Buyer with its affiliates and third parties for any proper purpose, including but not limited to account servicing, collection or marketing. 14. DEFAULT. Time is of the essence in this Contract. The due dates for payments and the performance of the other obligations under this Contract are among its most crucial provisions. Buyer shall be in default under this Contract upon the occurrence of any of the following: (a) Buyer fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Contract or under any other instrument or agreement with the Seller or a former Seller; (b) Buyer fails to perform any of Buyer’s obligations under this Contract or breaches any of its representations, warranties or covenants set forth in this Contract; (c) Any representation or warranty Buyer has made in this Contract or in any credit application or financial statement Buyer has given in connection with the credit secured by this Contract is misleading, false, or otherwise incorrect; (d) Any check, note or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Buyer or the Collateral; (f) Buyer becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Buyer (or any of its affiliates) defaults in the payment or performance of any other agreement in connection with any other obligation owed to Seller (or any of its affiliates); MHC Financial Services, LLC (or any of its affiliates); or for borrowed money to any party; or (h) Seller reasonably deems the Collateral in danger of misuse, confiscation, damage, or destruction; if any IRS or state tax levy is imposed on Buyer or its assets or if any income or other tax is not paid on time, whether or not it relates to the Collateral or Buyer's other obligations to any taxing authority; (i) Any repair shop or storage facility asserts a lien on the Collateral; or (k) Buyer or any guarantor of Buyer's obligation under this Contract merges with or consolidates into another entity, sells substantially all of its assets, dissolves or terminates its existence, or has a change of control (i.e., any change in ownership or voting control transfer or assignment in excess of 50% of equity interests or rights to vote in such entity); (l) Buyer or any guarantor of Buyer's obligation under this Contract commences or has commenced against it (that is not dismissed within thirty days) any action seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for any or all substantial part of its assets, or (m) Buyer or any guarantor of Buyer's obligation under this Contract makes a general assignment for the benefit of its creditors; or (n) Buyer or any guarantor of Buyer's obligation under this Contract (if an individual) dies or becomes incompetent. 15. REMEDIES. If Buyer defaults under this Contract, Seller may, at its option, take one or more of the following actions, with or without notice to Buyer: (a) Declare this Contract to be in default; (b) Deduct the entire amount of the unpaid indebtedness under this Contract, after deducting unearned Time Price Differential in accordance with the applicable state law, and other charges and indebtedness secured by this Contract, immediately due and payable, without protest, presentment demand or notice including but not limited to notice of intent to accelerate and notice of acceleration, all of which Buyer waives; (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws; (d) Declare any other agreements between Buyer and Seller in default; (e) Terminate any of Buyer's rights (but none of Buyer's obligations) under this Contract and any other agreement between Buyer and Seller (or any affiliate of Seller); (f) Require Buyer to deliver the Collateral to Seller in the manner outlined below, or take possession of the Collateral; (g) Enter any premises where the Collateral may be found and take possession of it without notice, demand or legal proceedings, provided such entry is in compliance with law; (h) Lease or sell the Collateral or any portion thereof at public or private sale; (i) Apply the net proceeds Seller receives from any sale, lease or other disposition of the Collateral (after deducting all of Seller's costs and expenses, including those costs and expenses described in Section 15(j) below) to Buyer's obligations under this Contract, with Buyer remaining liable for any deficiency; (j) Require Buyer to reimburse and indemnify Seller for all losses, claims, damages and expenses of any kind or nature whatever incurred in connection with the Collateral or this Contract and/or the enforcement of Seller's remedies hereunder including, without limitation, repossession, storage, sale, repair and collection costs, damage awards, attorneys' fees (both for collection and defense), payments to release any liens on the Collateral, and court and bankruptcy fees and costs; (k) Exercise any other remedy available at law or in equity; and (l) Take on Buyer's behalf (at Buyer's expense) any action required by this Contract which Buyer fails to take. These remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by Seller to exercise any right shall not operate as a waiver of any other right of future right. In no event will the costs and expenses referred to in this section be more than those allowed by law. If Seller determines that Buyer is in default, all Collateral must be delivered to the place designated by Seller, at Buyer's expense and in satisfactory condition (along with all use, maintenance and repair records). Buyer further agrees that ten (10) days advance notice of any sale of the Collateral shall be reasonable notice and notice shall be effective when deposited in the mail, postage prepaid, addressed to the Buyer at the address listed above or the address specified by Buyer pursuant to Section 16(a) below. 16. NEGATIVE COVENANTS. Buyer shall not: (a) Change its name, address, form or state of organization without giving Seller at least thirty (30) days prior written notice thereof; (b) Permit the sale or transfer of a majority of its ownership interests to any person or entity (whether in one transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of Buyer from the person, persons, entity or entities who hold ownership and/or control of Buyer as of the date of this Contract; (c) Consolidate or merge with or into any person or entity; (d) Allow a Blocked Person to have an ownership interest in or control of Buyer; or (e) Sell, transfer or otherwise dispose of all or substantially all of its assets. "Blocked Person" means any person or entity that is now or at any time (A) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury or any sectoral sanctions identification list, or (B) whose property or interests in property are blocked by OFAC or who is subject to sanctions imposed by law, including any executive order of any branch or department of the United States government or (C) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over Seller, to be a person with whom Seller is not permitted to extend credit to or with regard to whom, a buyer relationship may result in penalties against Buyer or limitations on a Seller's ability to enforce a transaction. 17. REPRESENTATIONS AND WARRANTIES. Buyer represents, warrants and covenants to Seller so long as this Contract is in effect that: (a) each document signed by Buyer and delivered to Seller is duly authorized, executed and delivered by Buyer, and is Buyer's valid, legal and binding agreement, enforceable in accordance with its terms; (b) the execution, delivery, and performance by Buyer under this Contract does not (or will not) violate any applicable law or breach any order of any court or governmental agency, or of any undertaking Buyer is a party to or by which Buyer or any of its properties is bound; (c) Buyer will comply with all applicable laws, ordinances and regulations; (d) since the date of the most recent financial information given by Buyer to Seller no material adverse change has occurred in Buyer's business, assets or prospects; (e) the Vehicle was selected by Buyer; (f) the Vehicle and all manufacturer manuals and instructions have been delivered to, and examined by, Buyer; (g) the safe operation and proper servicing of the Vehicle has been adequately explained to Buyer; (h) Buyer has received the written warranty of the manufacturer relating to the Vehicle, if any, and Buyer understands Buyer's rights under the written warranty (if available or applicable) may be limited; and (i) the Vehicle is unconditionally and irrevocably accepted by Buyer as being suitable for its intended purpose. 18. NO WRONGFUL POSSESSION. Buyer agrees that if Seller repossesses the Collateral or otherwise obtains possession of it, Seller will not be in wrongful possession of any property contained in the Collateral or attached to it in which Seller does not have a security interest. Seller agrees to make any such property available for Buyer to take back at a place reasonably convenient to both parties. 19. VARIATIONS OF CONTRACT. No provision of this Contract may be changed or amended unless by a written contract signed by Seller. Seller's acceptance of late payments does not mean that Seller is obligated to accept any late payments in the future. No waiver of any default shall operate as a waiver of any other default. 20. ENTIRE AGREEMENT; SEVERABILITY. This Contract and the attached Exhibits and Addenda are the complete and exclusive statement of rights and duties between Seller and Buyer. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. 21. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Buyer for the purpose of payment of any obligation arising under this Contract has been dishonored for lack of funds or credit to pay the item, or because the account has been closed, or for any other reason, Seller or its assignee will assess and Buyer will promptly pay a $50 fee per dishonored Item, or the maximum amount allowed by applicable state law, if lower. 22. CROSS COLLATERAL AND CROSS DEFAULT. Buyer (together with each of its Affiliates) grants to Seller and any assignee of Seller a security interest in the Collateral to secure the payment and performance of all obligations and liabilities of Buyer and its Affiliates to Seller and its Affiliates or to such assignee of Seller and their respective Affiliates, of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing agreements or agreements entered into after execution of this Contract ("Obligations"). "Affiliate" in this Section means any person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such person. Any default under one Obligation shall be considered a default under all Obligations. We further agree that the security interest in the Collateral as set forth in any agreement shall not be terminated in whole or in part until and unless all of our Obligations to Seller and its Affiliates are fully paid and satisfied and Buyer and its Affiliates' Obligations under every agreement now in effect or hereafter entered into by Buyer or its Affiliates shall have been fully performed by Buyer or its Affiliates. It is further agreed that Seller and its Affiliates shall retain a security interest in all Collateral covered by all agreements now in effect or hereafter executed, as security for payment and performance under each agreement. All rights and remedies granted to Seller or its Affiliates hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect your rights and remedies under any existing agreement, statute, judicial decision or rule of law. 23. TIME PRICE DIFFERENTIAL. The parties agree that during the term of the Contract, assuming no default, the effective daily Time Price Differential ("TPD") shall be based on an interest rate equal to 7.99 percent per annum, compounded daily on the unpaid balance ("Buyer's Rate"). The TPD due each month shall be equal to the sum of the daily TPDs for the month. Based on the Buyer's Rate and assuming that all payments are timely made, the aggregate TPD will be $43,184.37. Early or late payments over the term of the Contract will cause the actual aggregate TPD, the Time Balance and Total Time Sale Price to be different than disclosed. Any delay in payment could cause those amounts to be greater than disclosed, resulting in a larger final or "balloon" payment. Early payments could cause those amounts to be less than disclosed, resulting to a smaller final or 'balloon' payment or reduced number of payments. In no event shall Buyer be required to pay interest in excess of the maximum rate allowed by law of the state having jurisdiction over the transaction. The intention of the parties is to conform strictly to applicable State usury laws, which may reduce the Buyer's Rate to the maximum amount attainable under such usury laws now or hereafter in effect. 24. FINANCIAL INFORMATION. Buyer agrees to furnish MHC Financial Services, LLC or other entity designated by Seller promptly with any financial statements or other information which MHC Financial Services, LLC or other entity designated by Seller may reasonably request from time to time. Any and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and fairly represent Buyer's financial condition as of the date thereof. MHC Financial Services, LLC or other entity designated by Seller may at any reasonable time examine the books and records of Buyer and make copies thereof. 25. CHATTEL PAPER. This specific Contract may be assigned to MHC Financial Services, LLC and is subject to the security interest of MHC Financial Services, LLC if completed in physical, tangible form then the only copy or version of this Contract which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy marked "ORIGINAL FOR MHC FINANCIAL SERVICES, LLC" which is delivered to MHC Financial Services, LLC MHC Financial Services, LLC may, by a separate written assignment signed by MHC Financial Services, LLC, assign, sell, or transfer to a secured party or assignee and no other secured party or assignee shall acquire any rights in, under or to this Contract or any sums due hereunder in any circumstances unless it acquires such rights through an assignee of MHC Financial Services, LLC or its permitted assigns. SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT under this section. Any modification or change to such authoritative copy shall be VOID and of no force and effect except as expressly permitted by such electronic vaulting party in accordance with the instructions of the designated assignee with the right to control such authoritative copy. 26. PREPAYMENT FEE. Buyer shall have the right to prepay all or part of the principal indebtedness due under this Contract at any time. In consideration of such prepayment right, and as compensation to Seller for the loss of the benefit of his bargain, unless prohibited by applicable state law, Buyer shall also pay to Seller a percentage of the amount of the principal indebtedness being prepaid equal to 1/12 of 1% (.0083) multiplied by the number of full months remaining in the term of the Contract or the maximum rate allowed under applicable state law, if lower. 27. MISCELLANEOUS. (a) This Contract shall be binding, jointly and severally, upon all parties described as the "Buyer" and their respective heirs, executors, representatives, successors and assigns and shall insure to the benefit of Seller and its successors and assigns. (b) This Contract and any other evidence of the indebtedness given in connection herewith may be assigned by Seller to a third party without notice to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer against any assignee, agreeing that Seller shall be solely responsible therefor. (c) Buyer acknowledges receipt of a true copy of this Contract, and waives acceptance thereof. (d) Buyer consents to Contract electronically with Seller for purposes of this Contract and any subsequent Contract between Buyer and Seller or assignee and understands that Buyer is entering into a legal agreement by agreeing to this Contract and intends to be legally bound by such Contract. Any termination of Buyer's consent to conduct business electronically shall not affect the legal enforceability of any Contract entered into prior to such withdrawal of consent. This Contract may be executed in one or more counterparts and each counterpart with a mark demonstrating intent to be bound by the terms thereof, whether an original handwritten signature, facsimile, electronic acknowledgement, or any other mark accepted to bind parties to an agreement under applicable law is considered an original and all counterparts shall constitute one and the same instrument. (e) This Contract represents the final and only agreement between Seller and Buyer relating to Seller's financing of the Vehicle and Buyer's installment payments for the Vehicle and may not be contradicted by evidence of prior contemporaneous or subsequent oral agreements. For purposes of clarification, this Contract does not control, govern, terminate or supersede the rights and obligations of Buyer or Seller with respect to any purchase order or agreement for the Collateral; instead, except as otherwise provided herein, this Contract solely governs the terms of the Buyer and Seller's financing and installment payment arrangement. (f) Buyer agrees that Buyer hereby waives any and all exemptions relating to any of the Collateral to the fullest extent allowed by law. (g) Buyer agrees to execute and deliver documents reasonably requested by Seller and to cooperate and take any actions reasonably requested by Seller to correct any clerical errors, to facilitate any assignment of this Contract to Seller; or to further the intent of the transaction contemplated by this Contract. (h) Buyer irrevocably authorizes Seller at any time to (1) insert correct information on this Contract, including Buyer's correct legal name, serial numbers and description of the Vehicle; (2) submit notices and proofs of loss for any required insurance; and (3) endorse Buyer's name on remittances for insurance and Collateral sale or lease proceeds. Buyer agrees that Seller may access any information regarding the location, maintenance, operation of the Vehicle and the Collateral and Buyer hereby authorizes any third party in possession of that information to provide such information to Seller upon request. Buyer agrees that Buyer shall not disable or otherwise interfere with any information gathering or transmission device within or attached to the Vehicle and any Collateral and Seller may reactivate any such device. (i) Buyer hereby agrees that Seller, its affiliates, assigns, agents and independent contractors may monitor and record telephone conversations with Buyer. (j) Buyer and Seller both agree that this Contract is entered into by Buyer and Seller with an intent to comply with all applicable laws, in the event any amount in excess of that allowed by law is charged or recovered, any such charge will be deemed limited by the amount legally allowed and any amount received by Seller in excess of that legally allowed will be applied by Seller to the payment of amounts legally allowed under this Contract, or refunded to Buyer. 28. GOVERNING LAW; JURISDICTION; VENUE. (a) THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF SELLER'S PLACE OF BUSINESS WHERE THIS CONTRACT IS ACCEPTED AND SIGNED, WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. BUYER AGREES THAT THIS CONTRACT IS NOT SUBJECT TO ARTICLE 3 OF THE UNIFORM COMMERCIAL CODE AND IS NOT A NEGOTIABLE INSTRUMENT. (b) TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION AND VENUE IN THE DISTRICT COURT OF JOHNSON COUNTY, KANSAS; OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS; OR STATE OR FEDERAL COURTS HAVING JURISDICTION OVER THE SELLER'S LOCATION WHERE THIS CONTRACT IS ACCEPTED AND SIGNED; AND BUYER WILL NOT CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM FOR LEGAL ACTION. IF PURCHASED IN TEXAS: For questions or complaints about this contract, contact Seller at the phone number on the face of this Contract. The Office of Consumer Credit Commissioner (OCCC) is a state agency, and it enforces certain laws that apply to this contract. If a complaint or question cannot be resolved by contacting the Seller, consumers can contact the OCCC to file a complaint or ask a general credit-related question. OCCC address: 2601 N Lamar Blvd, Austin, Texas 78705. Phone: (800) 538-1579. Fax: (512) 936-7610. Website: occc.texas.gov. Email: [email protected]. 29. JURY WAIVER. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 30. SMS AUTHORIZATION. Buyer authorizes Seller, its affiliates, assignees, agents and independent/contractors to contact Buyer at any phone number Buyer provides to Seller or from which Buyer places a call to Seller or any telephone number which Seller believes Buyer may be reached, using any means of communication, including, but not limited to, calls or text messages and calls or text messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Buyer incurs charges for such communications. Consent to these terms is not a condition of purchase of the Vehicle or this Agreement. 31. GPS AUTHORIZATION. If Buyer authorizes a GPS device such authorization shall be documented through a separate addendum through which shall authorize Seller, its affiliates, assignees, agents and independent contractors to install, provide, and monitor GPS devices and related data for each Vehicle. Buyer acknowledges that Seller is solely responsible for complying with all applicable laws regarding required consents from any individual using the Vehicle. NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT. WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. NOTICE TO BUYER: 1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ AND UNDERSTAND EACH PROVISION OR IF IT CONTAINS ANY BLANK SPACES. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN. 3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND UNDER CERTAIN CONDITIONS MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL). KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT (1) A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ; (2) BUYER HAS HAD THE OPPORTUNITY TO TAKE A COPY OF THIS CONTRACT TO REVIEW BEFORE EXECUTION; AND (3) THIS CONTRACT WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. BUYER CONFIRMS CONSENT TO RECEIVE TEXT/SMS MESSAGES AS SET FORTH IN SECTION 30: SELLER: MHC KENWORTH - OKLAHOMA CITY BUYER: Jeff Davis & Sons Farm & Metals LLC *BY: DATE: 6/3/2022 *BY: DATE: 6/3/2022 DOCUMENTARY OR ADMINISTRATIVE FEE NOTICE AND DISCLOSURES: IF PURCHASED IN IOWA: DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO A BUYER FOR THE PREPARATION OF DOCUMENTS AND THE PERFORMANCE OF RELATED SERVICES. THE MAXIMUM AMOUNT THAT MAY BE CHARGED FOR A DOCUMENTARY FEE IS DETERMINED BY IOWA CODE SECTION 322.19A. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN ILLINOIS: DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. THE BASE DOCUMENTARY FEE BEGINNING JANUARY 1, 2008 WAS $150. THE MAXIMUM AMOUNT THAT MAY BE CHARGED FOR A DOCUMENTARY FEE IS THE BASE DOCUMENTARY FEE OF $150 WHICH SALE SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE INDEX. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN MISSISSIPPI: A DOCUMENT/SERVICE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW, HOWEVER, IT MAY BE CHARGED TO A BUYER/LESSSEE FOR THE PREPARATION, HANDLING AND PROCESSING OF DOCUMENTS AND THE PERFORMANCE OF SERVICES RELATED TO THE SALE OR LEASE OF A MOTOR VEHICLE AND MAY INCLUDE DEALER PROFIT. THIS NOTICE IS REQUIRED BY REGULATION OF THE MISSISSIPPI MOTOR VEHICLE COMMISSION. IF PURCHASED IN ANY OTHER STATE: AN ADMINISTRATIVE OR DOCUMENTARY FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS FEE IS FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. ASSIGNMENT If this contract is assigned to MHC Financial Services, LLC, the following form of assignment will be used. ASSIGNMENT. For value received, Seller hereby sells, assigns and otherwise transfers to MHC Financial Services, LLC its successors and assigns, all of Seller's right title and interest in and to (1) this Contract, (2) all rights and remedies hereunder, (3) all payments and other amounts due and to become due hereunder, (4) all insurance proceeds and other proceeds, and (5) all Collateral. This instrument is not an assignment of any Seller's obligations to the Buyer. Seller authorizes MHC Financial Services, LLC its successors or assigns, to do every act or thing necessary to collect and discharge the same. SELLER: MHC KENWORTH - OKLAHOMA CITY *BY: Dan Anderson TITLE: Vice President/General Manager DATE: 6/3/2022 DESCRIPTION OF VEHICLE COLLATERAL YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE 2023 KWW900L 1XKWD49X8PR216016 New $239,500.00 Copy of Original SELLER: MHC KENWORTH - OKLAHOMA CITY BUYER: Jeff Davis & Sons Farm & Metals LLC *BY: Dan Anderson DATE: 06/03/2022 *BY: DATE: 06/03/2022 Schedule E: Purchased Equipment Listing for the Security Agreement dated on or about June 03, 2022 Between (BUYER): Jeff Davis & Sons Farm & Metals LLC and (SELLER): MHC KENWORTH - OKLAHOMA CITY Which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKWD49X8PR216016 CONTINUING GUARANTY Borrower: Jeff Davis & Sons Farm & Metals LLC Guarantor(s): Davis, Jeffery TO: MHC FINANCIAL SERVICES, LLC For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the extension of credit to Jeff Davis & Sons Farm & Metals LLC, a Oklahoma corporation, (the "Borrower") the undersigned, for themselves, their heirs, executors, representatives, successors and assigns (each individually, a "Guarantor", if more than one, the "Guarantors") hereby jointly and severally unconditionally guarantee and promise to pay to the order of MHC Financial Services, LLC, a Missouri Limited Liability Company, (as original creditor or assignee) its successors, endorsers and assigns (collectively, "MHC"), in lawful money of the United States of America, any and all indebtedness of the Borrower of MHC. The word "Indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, and liabilities of the Borrower heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether direct or acquired by MHC by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether the Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become otherwise unenforceable, together with all costs and expenses of collection and attorneys' fees, all without relief from valuation and appraisement laws. This Guaranty is an absolute and unconditional guaranty of payment and not of collectability. The liability of each Guarantor hereunder is not conditional or contingent upon the genuineness, validity, sufficiency or enforceability of the Indebtedness or any instruments, contracts, agreements or chattel paper related thereto (collectively, the "Agreements") or any security or collateral therefore (collectively, the "Security") or the pursuit by MHC of any rights or remedies which it now has or may hereafter have. If the Borrower fails to pay the Indebtedness as the same becomes due, or otherwise fails to perform any obligation under any of the Agreements, each Guarantor agrees to pay on demand the entire Indebtedness and all losses, costs, attorneys' fees and expenses which may be suffered by MHC by reason of the Borrower's default or the default of any other Guarantor hereunder, and agrees to be bound by and to pay on demand any deficiency established by the sale of any of the Agreements or the Security, all without relief from valuation and appraisement laws and without requiring MHC to (I) proceed against the Borrower by suit or otherwise, (II) foreclose, proceed against, liquidate or exhaust any of the Agreements or the Security or (III) exercise, pursue or enforce any right or remedy MHC may have against the Borrower, any other Guarantor (whether hereunder or under a separate instrument) or any other party. Each Guarantor agrees that: (I) this Guaranty shall not be discharged or affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety, or by the death of any Guarantor; (II) the records of MHC shall be received as conclusive evidence of the amount of the Indebtedness at any time owing; (III) one or more successive or concurrent suits may be brought and maintained against any or all of the Guarantors, at the option of MHC, with or without joinder of the Borrower or any of the other Guarantors as parties (hereto; (IV) such Guarantor will not avail itself of any defense whatsoever which the Borrower may have against MHC other than full payment of the Indebtedness; (V) such Guarantor will waive any defense whatsoever which the Guarantor may have against MHC other than full payment of the Indebtedness; (VI) such Guarantor waives all rights to file a counterclaim in any action brought by MHC as well as a waiver of any claim of consequential or punitive damages; (VII) such Guarantor will not seek a change of venue from any jurisdiction or court in which any action, proceeding or litigation is commenced; (VIII) such Guarantor is not a Blocked Person; and (IX) any indebtedness of the Borrower (now or) hereafter held by such Guarantor is hereby subordinated to the Indebtedness, and such indebtedness of the Borrower to such Guarantor shall, at the request of MHC, be collected, enforced and received by such Guarantor as trustee for MHC and be paid over to MHC on account of the Indebtedness without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty. Guarantor may file a separate action pursuant to the waiver of counterclaims but venue and jurisdiction is limited to the venue and jurisdiction provisions of this Continuing Guaranty and the Agreements. EACH GUARANTOR HEREBY WAIVES NOTICE OF ANY ADVERSE CHANGE IN THE BORROWER'S FINANCIAL CONDITION OR OF ANY OTHER FACT WHICH MIGHT MATERRALLY INCREASE SUCH GUARANTOR'S RISK, WHETHER OR NOT MHC HAS KNOWLEDGE OF THE SAME. EACH GUARANTOR ALSO HEREBY WAIVES ANY CLAIM, RIGHT OR REMEDY WHICH SUCH GUARANTOR MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST THE BORROWER THAT ARISES HEREVER AND/OR FROM THE PERFORMANCE BY ANY GUARANTOR HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT OR REMEDY OF MHC AGAINST THE BORROWER OR ANY SECURITY WHICH MHC NOW HAS OR HEREAFTER ACQUIRES. WHETHER OR NOT SUCH CLAIM, RIGHT OR REMEDY ARISES IN EQUITY, UNDER CONTRACT, BY STATUTE, UNDER COMMON LAW OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, GUARANTOR WAIVES ANY CLAIM FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY RELATING TO THE SECURITY AND SHALL LOOK SOLELY TO THE SELLER OF THE SECURITY (COLLATERAL) OR ANY MANUFACTURER AS TO ANY WARRANTY CLAIM. No termination hereof shall be effective as to any particular Guarantor until such Guarantor has delivered to MHC a written notice signed by them electing not to guarantee any new extension of credit that may be granted by MHC to the Borrower after MHC's actual receipt of such notice, but such notice shall not affect the obligations of such Guarantor hereunder as to any and all Indebtedness existing at the time such notice is received. Each Guarantor hereby waives: (I) notice of acceptance hereof and notice of extensions of credit given by MHC to the Borrower from time to time; (II) presentment, demand, protest, and notice of non-payment or protest as to any note or other evidence of indebtedness signed, accepted, endorsed or assigned to MHC by the Company, (III) all exemptions and homestead laws; and (IV) any other demands and notices required by law. MHC may at any time and from time to time, without notice or the consent of any Guarantor, and without affecting or impairing the obligation of any Guarantor hereunder: (I) renew, extend or refinance any part of all the Indebtedness of the Borrower or any indebtedness of its customers or of any Guarantor (whether hereunder or under a separate instrument) or any other party, (II) accept partial payments of the Indebtedness and apply such payments to any part of the Indebtedness; (III) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness, any Security, or any indebtedness of any Guarantor (whether hereunder or under a separate instrument) or any other party; (IV) consent to the transfer of any Security; (V) bid and purchase at any sale of any of the Agreements or the Security; (VI) exercise any and all rights and remedies available to MHC by law or agreement even if the exercise thereof may affect any rights or remedies which any Guarantor may have against the Borrower; and (VII) modify or eliminate any rights or remedies which any Guarantor may have against the Borrower. Each Guarantor shall continue to be liable under this Guaranty, the provisions hereof shall remain in full force and effect, and MHC shall not be stopped from exercising any rights hereunder, notwithstanding (I) MHC's waiver of, or failure to enforce any of the terms, covenants or conditions contained in any of the Agreements; (II) any release of, or failure on the part of MHC to perfect any security interest in or foreclose, proceed against, or exhaust, any Security; or (III) MHC's failure to take new, additional or substitute security or collateral for the Indebtedness. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the Indebtedness and all other amounts payable under this Guaranty, (ii) be binding upon Guarantor and Guarantor's heirs, executors, successors and assigns, and (iii) inure to the benefit of and be enforceable by MHC and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), MHC may assign or otherwise transfer all or any part of the obligations and/or retail installment agreements to any other person, and such other person shall thereupon become vested with all the rights in respect thereof granted to MHC herein or otherwise. All rights and remedies of MHC hereunder are cumulative and not alternative. Each provision of this Guaranty is intended to be severable. Any term or provision hereof declared to be contrary, prohibited by or invalid under applicable laws or regulations shall be inapplicable and deemed omitted herefrom, but shall not invalidate the remaining terms and provisions hereof. The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guarantees of the obligations set forth above and/or any obligations of Borrower or any other persons/ entities heretofore or hereafter given to MHC, and this Guaranty shall not affect or invalidate any such other guarantees. The liability of Guarantor to MHC shall at all times be deemed to be the aggregate liability of Guarantor under the terms of this Guaranty and any other guarantees given by Guarantor to MHC. Notwithstanding any modification, discharge or extension of the obligations set forth above or any amendment, modification, stay or cure of MHC's rights which may occur in any bankruptcy or reorganization case or proceeding concerning Borrower whether permanent or temporary, and whether asserted to be by MHC, Guarantor hereby agrees that Guarantor shall be obligated hereunder to pay and perform the obligations set forth above and discharge other obligations in accordance with the terms of the obligations set forth above and the terms of this Guaranty in effect on the date hereof. Guarantor understands and acknowledges that by virtue of this Guaranty, Guarantors has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Borrower. Where the Borrower is a corporation, other artificial entity or organization, or partnership, it is not necessary for MHC to inquire into the power of the Borrower or of the officers, directors, partners or agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the exercise of such powers shall be guaranteed hereunder. In addition to all other obligations hereunder, Guarantor shall insure that Borrower shall not: (a) Change its name, address, form or state of organization without giving MHC at least thirty (30) days prior written notice thereof; (b) Permit the sale or transfer of a majority of its ownership interests to any person or entity (whether in one transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of Borrower from the person, persons, entity or entities who hold ownership and/or control of Borrower as of the date of this Guaranty; (c) Consolidate or merge with or into any person or entity; (d) Allow a Blocked Person to have an ownership interest in or control of Borrower; or (e) Sell, transfer or otherwise dispose of all or substantially all of its assets. "Blocked Person" under this Guaranty means any person or entity that is now or at any time (A) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury or any sectoral sanctions identification list, or (B) whose property or interests in property are blocked by OFAC or who is subject to sanctions imposed by law, including any executive order of any branch or department of the United States government or (C) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over MHC, to be a person with whom MHC is not permitted to extend credit to or with regard to whom, a transactional relationship may result in penalties against MHC or limitations on MHC's ability to enforce a transaction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MHC'S PLACE OF BUSINESS WHERE THE AGREEMENTS ARE ACCEPTED AND SIGNED, WITHOUT REGARD TO ITS 1222255v2 CONFLICT OF LAW PRINCIPLES. GUARANTOR AGREES THAT THIS CONTRACT IS NOT SUBJECT TO ARTICLE 3 OF THE UNIFORM COMMERCIAL CODE AND IS NOT A NEGOTIABLE INSTRUMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION AND VENUE IN THE DISTRICT COURT OF JOHNSON COUNTY, KANSAS; OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS; OR STATE OR FEDERAL COURTS HAVING JURISDICTION OVER THE MHC LOCATION WHERE THE AGREEMENTS ARE ACCEPTED AND SIGNED; AND GUARANTOR WILL NOT CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM FOR LEGAL ACTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTINUING GUARANTY AND/OR ANY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any married person who signs this Guaranty hereby expressly agrees that recourse may be had against such person's separate property for all obligations under this Guaranty. IN WITNESS WHEREOF, the undersigned Guarantor(s) have executed this Continuing Guaranty on this June 03, 2022 *By: [Signature] Name: Jeffery Davis Title: Individual Sir or Madam: We, the undersigned Buyers, have entered into one or more conditional sale contracts, lease agreements, chattel mortgages, security agreements, factoring services agreements, notes and/or other loan agreements (herein designated "Accounts") with you, the Seller, pursuant to which you have made direct loans to us and/or otherwise extended credit to us evidenced by the Accounts. The Accounts provide for debts, liabilities and obligations that create and/or are secured by a security interest in collateral (described in the Accounts herein designated "Collateral"). In order to induce you to: (i) extend credit to us, (ii) extend our time of payment on one or more Accounts, (iii) make the loans or additional loans to us, (iv) purchase receivables from us, (v) lease Collateral to us, and/or (vi) to purchase additional Accounts, and in consideration of you so doing, and for other good and valuable consideration the receipt of which we hereby acknowledge, we agree as follows. All presently existing and hereafter acquired Collateral (the description of which is incorporated herein by reference) in which you have or shall have a security interest shall secure the payment and performance of all of our liabilities and obligations to you of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing or hereafter created Accounts or agreements, or otherwise (herein individually and collectively designated "Obligations"). We further agree that your security interest in the Collateral covered by any Account now held or hereafter acquired by you shall not be terminated in whole or in part until and unless all of our Obligations to you are fully paid and satisfied and the terms of every Account now owned or hereafter acquired by you have been fully performed by us. It is further agreed that you are to retain your security interest in all Collateral covered by all Accounts now owned or hereafter acquired by you, as security for payment and performance under each Account, notwithstanding the fact that one or more of such Accounts may become fully paid. A default under any of our Obligations to MHC Financial Services, LLC either monetary or non-monetary, shall be deemed to be a default under all other Accounts and agreements. A default shall result if we fail to pay any sum when due on any Accounts or agreement, or if we breach any of the other terms and conditions thereof, or if we are in default as defined or otherwise described in any Account or agreement, or if we become insolvent, cease to do business as a going concern, make an assignment for the benefit of creditors, or if a petition for a receiver or is bankruptcy is filed by or against us, or if any of our property is seized, attached or levied upon. Upon our default any or all Accounts and agreements shall, at your option, become immediately due and payable without notice or demand to us or any other part obligated thereon, and you may exercise any and all rights and remedies of a secured party under the Uniform Commercial Code as enacted in the applicable jurisdiction(s) and as otherwise granted or accorded to you under any Account, other agreement, rule of law, judicial decision or statute. We hereby waive, to the maximum extent permitted by law, notices of default, notices of repossession and sale or other disposition of Collateral, and all other notices, and in the event any such notice cannot be waived, we agree that if such notice is mailed to us postage prepaid at the address shown below at least ten (10) days prior to the exercise by you or any of your rights, or remedies, such notice shall be deemed to be reasonable and shall fully satisfy any requirement for giving notice. All rights and remedies granted to you hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect your rights and remedies under any existing Account, agreement, statute, judicial decision or rule of law. This instrument is intended to create cross default and cross-security between and among all Accounts now owned or hereafter acquired by you. In the event of any conflict between the terms of this instrument and the terms of any Account or other agreement, the terms of this instrument shall control. This agreement may not be varied or altered nor its provisions waived except by your duly executed written agreement. This agreement shall inure to the benefit of your successors and assigns and shall be binding upon our heirs, administrators, executors, legal representatives, successors and assigns. IN WITNESS WHEREOF, We, the undersigned Buyer(s) have executed this Agreement on: June 03, 2022 BUYER(S): *By: ________________________________ Name: Bob Davis Title: Corporate By: ________________________________ Name: Title: CERTIFIED COPY OF LIMITED LIABILITY COMPANY RESOLUTIONS The undersigned certifies that undersigned is an appointed officer and authorized representative of: Jeff Davis & Sons Farm & Metals LLC (Name of Company Buyer) a(n) Oklahoma Limited Liability Company ("this Company") and that as such, undersigned is authorized to execute this Certification on behalf of this Company, and further certifies that the following is true and correct copy of resolutions adopted by appropriate action of the Members and/or Managers of this Company, in accordance with the Articles and Operating Agreement of this Company, and that said resolutions have not been in any way amended, annulled, rescinded or revoked and are in full force and effect: WHEREAS, this Company is or is about to become indebted to MHC KENWORTH - OKLAHOMA CITY ("Seller") and, (NAME OF SELLER) WHEREAS, the ____________________________________________ of this Company, (Title of Officer of Buyer) Jeffery Davis ("Authorized Representative"), (NAME OF OFFICER OF BUYER) has executed or is about to execute to Seller a retail installment contract, security agreement, promissory note or other agreement (the "Contract") evidencing the purchase by this Company of Various Equipment (Equipment Description) and WHEREAS, the Members and/or Managers of this Company have examined a copy of the Contract and approved the terms thereof. NOW, THEREFORE, BE IT RESOLVED, that the execution and delivery to Seller of the contract for this Company and its Authorized Representative be and the same are hereby authorized, approved and ratified as the act and deed of this Company. FURTHER RESOLVED, that the Authorized Representative and/or any other officer of this Company be, and each of them hereby is, authorized in the name and on behalf of this Company to do all such acts and things and to execute all such instruments and documents as, in the opinion of the officer acting, may be necessary, desirable or proper to carry into effect the purpose of the foregoing resolution; and to effect the performance by this Company of its obligations under the Contract. I DO FURTHER CERTIFY that this Company is in good standing in all jurisdictions in which it is required to be qualified to do business and that the execution of the Contract is not in violation of the charter, by-laws or agreements of this Corporation. IN WITNESS WHEREOF, I have hereunto set my hand affixed the seal of the Corporation this June 03, 2022 *By: ________________________________ *Name: Jeffery Davis *Title: Owner SELLER NAME MHC KENWORTH - OKLAHOMA CITY PLACE OF BUSINESS 7200 WEST I-40 SERVICE ROAD OKLAHOMA CITY, OK 731280000 MAILING ADDRESS SAME BUYER NAME Jeff Davis & Sons Farm & Metals LLC PLACE OF BUSINESS 5803 Smoky Hill Trail Edmond, OK 73034 MAILING ADDRESS 5803 Smoky Hill Trail Edmond, OK, 73034 Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and severally) hereby purchases, subject to the terms set forth below and on any attachments hereto, the following described vehicle (the "Vehicle"), delivery and acceptance of which in good order Buyer hereby acknowledges. To secure payment of all sums due or which become due under this Contract, Buyer's performance of all other obligations under this Contract, and other obligations of Buyer to Seller or any affiliate of Seller as set forth in Section 22 of this Contract, including extensions, renewals and future advances, Buyer grants Seller a security interest in (1) the Vehicle, and all current and future accessions, attachments, accessories and additions thereto, including without limitation the Additions & Accessions defined in Section 11 of this Contract, (2) Buyer's rights to any refund of premiums for and payments under, and proceeds of the insurance policies required by Section 3 of this Contract, (3) any substitutions or replacements of the foregoing, and (4) proceeds and products of all of the foregoing (collectively the "Collateral"). To the extent permitted by law, Buyer grants Seller a security interest in any other vehicles or property of Buyer, as to which Seller already has an existing security interest and such vehicles or other property of Buyer shall be part of the Collateral. Buyer shall ensure that the security interest in the Collateral granted to Seller herein remains a sole first lien security interest. Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash price indicated and/or for Buyer to seek financing from a third party, but that the Buyer has chosen to purchase on the terms and conditions of this Contract. DESCRIPTION OF VEHICLE – COLLATERAL (For Security Purposes Only) <table> <tr> <th>YEAR</th> <th>MAKE/MODEL</th> <th>VEHICLE IDENTIFICATION NUMBER</th> <th>NEW/USED</th> <th>PRICE OF VEHICLE</th> </tr> <tr> <td colspan="5">(SEE ATTACHED)</td> </tr> </table> <table> <tr> <th>DESCRIPTION OF TRADE-IN EQUIPMENT</th> <th>Total</th> <th>$272,346.35</th> </tr> </table> <table> <tr> <th>YEAR</th> <th>MAKE/MODEL</th> <th>VEHICLE IDENTIFICATION NUMBER</th> <th>ALLOWANCE</th> <th>PAYOFF</th> <th>PAYOFF OWED TO</th> </tr> <tr> <td colspan="6">(SEE ATTACHED)</td> </tr> </table> ITEMIZATION OF AMOUNT FINANCED <table> <tr> <th>TOTAL CASH PRICE</th> <th rowspan="2">$272,346.35</th> <th>CASH PRICE</th> <th>N/A</th> </tr> <tr> <td></td> <td>SALES TAX</td> <td>N/A</td> </tr> <tr> <td>1. DOWN PAYMENT</td> <td>$57,726.02</td> <td>TITLE FEE</td> <td>N/A</td> </tr> <tr> <td>2. UNPAID CASH PRICE (1 - 2)</td> <td>$0.00</td> <td></td> <td></td> </tr> <tr> <td>3. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A + 4B)</td> <td></td> <td></td> <td></td> </tr> <tr> <td>FEES: (Itemize)</td> <td></td> <td colspan="2"></td> </tr> <tr> <td>5A. Official Fee($)</td> <td></td> <td></td> <td>N/A</td> </tr> <tr> <td>5B. Document Processing Fee</td> <td></td> <td></td> <td>PROCESSING FEE $585.00</td> </tr> <tr> <td>5C. Insurance and Title Tracking Fee</td> <td></td> <td></td> <td>TRACKING FEE $59.00</td> </tr> <tr> <td>5D. GPS Installation Fee</td> <td>$0.00</td> <td></td> <td>GPS FEE $0.00</td> </tr> <tr> <td>TOTAL FEES (5A + 5B + 5C + 5D)</td> <td>$645.00</td> <td></td> <td></td> </tr> <tr> <td>6. UNPAID BALANCE (Amount Financed) (3 + 4 + 5)</td> <td>$215,265.33</td> <td></td> <td></td> </tr> <tr> <td>7. FINANCE CHARGE (Time Price Differential)</td> <td>$47,369.07</td> <td></td> <td></td> </tr> <tr> <td>8. TOTAL PAYMENTS (Contract Balance) (6 + 7)</td> <td>$262,634.40</td> <td></td> <td></td> </tr> <tr> <td>9. DEFERRED PAYMENT PRICE (1 + 4 + 5 + 7)</td> <td>$320,360.42</td> <td></td> <td></td> </tr> </table> PREPAYMENT REBATE: Upon prepayment in full or acceleration, Buyer is entitled to a rebate of the unearned Finance Charge (item 7) computed in accordance with the "Sum of the Balances Method". An acquisition charge of $150.00 may be deducted in determining the amount the rebate. No rebate less than $1.00 will be paid. PAYMENT SCHEDULE <table> <tr> <th>First Installment</th> <th>No. of Installments</th> <th>Amount Each</th> <th>First Installment</th> <th>No. of Installments</th> <th>Amount Each</th> </tr> <tr> <td>SEP 17, 2022</td> <td>60</td> <td>$4,377.24</td> <td></td> <td></td> <td></td> </tr> </table> Any documentary or administrative fee charged by Seller is charged solely for purposes specified or otherwise allowed under applicable law. SEE BELOW (AR, MO, or TX) OR ATTACHED DOCUMENTARY OR ADMINISTRATIVE FEE DISCLOSURE EXHIBIT FOR STATE SPECIFIC DISCLOSURES AND SUCH EXHIBIT IS HEREBY INCORPORATED HEREIN BY THIS REFERENCE AS IF FULLY SET FORTH IN THIS DOCUMENT. IF PURCHASED IN ARKANSAS: A SERVICE AND HANDLING FEE IS NOT AN OFFICIAL FEE. A SERVICE AND HANDLING FEE IS NOT REQUIRED BY LAW BUT MAY BE CHARGED TO THE CUSTOMER FOR PERFORMING SERVICES AND HANDLING DOCUMENTS RELATING TO THE CLOSING OF A SALE OR LEASE. THE SERVICE AND HANDLING FEE MAY RESULT IN PROFIT TO THE DEALER. THE SERVICES AND HANDLING FEE DOES NOT INCLUDE PAYMENT FOR THE PREPARATION OF LEGAL DOCUMENTS. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN MISSOURI: AN ADMINISTRATIVE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS ADMINISTRATIVE FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS ADMINISTRATIVE FEE IS FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN TEXAS: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED BY BUYERS FOR HANDLING DOCUMENTS RELATED TO THE SALE. A DOCUMENTARY FEE MAY NOT EXCEED A REASONABLE AMOUNT AGREED TO BY THE PARTIES. THIS NOTICE IS REQUIRED BY LAW. INSURANCE 4A. PHYSICAL DAMAGE INSURANCE with respect to the Vehicle is required by this Contract. Buyer shall provide such insurance through any insurance company authorized to do business in the State of Seller's location where this Contract is accepted and signed so long as the requirements for such insurance set forth in this Contract are satisfied, although Seller may reject any insurer for reasonable cause. <table> <tr> <th>INSURANCE COMPANY</th> <th>TERM</th> <th>DESCRIPTION</th> <th>DEDUCTIBLE</th> <th>PREMIUM</th> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>Physical Damage insurance not financed in this contract</td> <td></td> <td></td> </tr> <tr> <th>COVERAGES</th> <th></th> <th></th> <th></th> <th></th> </tr> <tr> <td>COLLISION</td> <td></td> <td></td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>SPECIFIED PERILS</td> <td></td> <td></td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>OTHER</td> <td></td> <td></td> <td>N/A</td> <td>N/A</td> </tr> </table> 4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not a factor in approval of credit, and are not included. <table> <tr> <th>DESIRE:</th> <th>INSURANCE COMPANY</th> <th>PREMIUM</th> </tr> <tr> <td>CREDIT LIFE INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>CREDIT ACCIDENT AND HEALTH INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>NON TRUCKING USE INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> </table> Buyer acknowledges disclosure of insurance charges above and requests and authorizes Seller to obtain insurance coverage checked and include the cost in Item 3. AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A + 4B) N/A BUYER REPRESENTS AND WARRANTS The Collateral is regularly used for/and is only to be used by Buyer for business and commercial purposes, and not for personal, family or household use. The Collateral will be titled in the state of: Oklahoma Buyer's principal place of business is located at: 5803 Smoky Hill Trail OK 73034 Buyer will immediately notify Seller in writing of any change in the above address or location or any other matter as required by Section 17 hereof. DELINQUENCY CHARGES For each installment not paid when due, to the extent allowed by law, Buyer agrees to pay Seller a delinquency charge calculated thereon at the rate of 1 1/2% per month for the period of delinquency or, at Seller's option, 5% of such installment, provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Buyer can legally obligate itself to pay and/or Seller can legally collect. BUYER'S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. TERMS AND CONDITIONS THE TERMS AND CONDITIONS ATTACHED HERETO CONTAIN PROVISIONS REGARDING THE DISCLAIMER OF IMPLIED WARRANTIES AND/OR LIMITATIONS OF CERTAIN DAMAGES. THESE DISCLAIMERS AND LIMITATIONS MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS ORDER IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMERS AND/OR LIMITATIONS SHALL NOT APPLY. TERMS AND CONDITIONS 1. CERTIFICATE OF TITLE – LIENS. Buyer agrees that any Certificate of Title with respect to the Collateral will show Seller’s security interest (lien) and will be delivered promptly to Seller. Seller has the right to hold the Certificate of Title until Buyer pays all indebtedness and performs all other obligations under this Contract. Buyer promises not to give any other party a lien or security interest in the Collateral without Seller’s prior written consent. Buyer promises not to part with possession of, sell or lease the Collateral without Seller’s prior written approval. Buyer also agrees that the Collateral may not be operated or used by any third party that is not part of the business of Buyer. Buyer hereby agrees that from time to time, at the expense of the Buyer, Buyer will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or desirable, or that Seller may request in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Buyer grants to Seller the power to sign Buyer’s name and on behalf of Buyer to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 2. ASSIGNMENT. Buyer shall not assign, pledge or otherwise transfer any of Buyer’s rights or interests in this Contract or any Collateral without Seller’s prior written consent. Any assignment by Buyer without Seller’s prior written consent shall be void and of no effect. Seller has the right to assign this Contract to MHC Financial Services, LLC if Seller does assign it. MHC Financial Services, LLC, will take all of the Seller’s right, title and interest under this Contract (including Seller’s interest in the Collateral). Thereafter, the term “Seller” in this Contract shall mean MHC Financial Services, LLC, as applicable. This means, among other things, that Buyer will be required to make the payments under this Contract directly to MHC Financial Services, LLC Buyer agrees that if Seller assigns this Contract, and MHC Financial Services, LLC uses Buyer to collect any amount Buyer owes to MHC Financial Services, LLC or to enforce any of Buyer’s other obligations to MHC Financial Services, LLC, Buyer will not assert any claim or defense Buyer has against the former Seller as a claim, defense, or setoff against MHC Financial Services, LLC Additionally, MHC Financial Services, LLC may further sell or assign any or all of its rights under this Contract to any third party. Any such assignment to MHC Financial Services, LLC shall be without further notice to Buyer and Buyer hereby consents to the assignment to MHC Financial Services, LLC and to any subsequent assignment. Buyer acknowledges that MHC Financial Services, LLC has not participated in the sale of the Vehicle and has made no representations or warranties to Buyer under this Contract. Buyer further acknowledges that MHC Financial Services, LLC is located in Leawood, Kansas and that all payments and communications will be with that Leawood, Kansas office. 3. INSURANCE. Buyer, at its sole cost, agrees to keep the Collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies by an insurance company Seller has approved until all of Buyer’s obligations under this Contract have been paid and satisfied in full. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Contract secures, whichever is greater. The insurance policy shall provide, in a form acceptable to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to Seller certificates or, if requested, policies of insurance satisfactory to Seller, each with a loss-payable endorsement naming Seller or its assignees as loss-payees as their interests may appear. Such insurance policy shall provide that it can be canceled only after written notice of intention to cancel has been delivered to Seller at least ten (10) days before the cancellation date. Such insurance policy shall provide that Seller’s interest in the policy shall not be invalidated by any act, omission, breach or neglect of anyone other than Seller and that such coverage shall be primary over any insurance purchased by Seller or any of its affiliates. Buyer shall endorse any check for insurance proceeds to be payable to Seller to the extent any indebtedness then exists and Buyer shall not negotiate any such insurance proceeds check without the express prior written consent of Seller. If the Collateral is lost or damaged, Seller shall have full power to collect any or all insurance proceeds and to apply them as Seller chooses either to satisfy any obligation secured by this Contract (whether or not due or otherwise matured), or to repair the Collateral. Seller shall have no liability for any losses which occur because no insurance has been obtained or the coverage of the insurance which has been obtained is incomplete. If at any time Buyer fails to procure and keep in force the insurance required hereunder, Seller may in its discretion purchase insurance for only the protection of Seller’s interest in the Vehicle and Collateral, at Buyer’s expense, including interest and any other charges Seller may impose in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. Buyer shall reimburse Seller upon demand for such expenses or, at Seller’s option, the costs of the insurance may be added to the outstanding balance under this Contract subject to a loan modification fee. Buyer recognizes that any such insurance Seller may procure in its discretion may not protect Buyer in the event of a loss and may be for such period of time as Seller determines. Buyer also understands that the insurance premiums for any such insurance may be higher than would be the case if Buyer had purchased the insurance required herein. Buyer may later cancel any insurance purchased by Seller, but only after providing Seller with evidence that Buyer has obtained insurance as required by this Contract. If the cost of insurance was included in this Contract, that insurance will terminate: (a) if all payments and all of Buyer’s obligations under this Contract are paid in full and satisfied; (b) if Seller releases its security interest in the Vehicle; (c) if a default occurs and Seller cancels the insurance; (d) if the Vehicle is repossessed; (e) if the floater policy under which the insurance is purchased terminates; or (f) on the final due date of the final scheduled payment under this Contract. Buyer acknowledges and agrees that Seller or one of Seller’s affiliates may earn a fee or commission in connection with this Contract to the extent permitted by law. Buyer authorizes Seller to release to third parties any information necessary to monitor the status of insurance on the Vehicle or other Collateral and to obtain the insurance described in this Contract. INSURANCE FOR BODILY INJURY, LIABILITY, PROPERTY DAMAGE TO OTHERS, CARGO DAMAGE, PUBLIC LIABILITY OR FINANCIAL RESPONSIBILITY LAWS IS NOT INCLUDED IN THIS TRANSACTION. 4. LOSS OR DAMAGE. Until all of Buyer’s obligations under this Contract are satisfied, Buyer is responsible for all risk of loss and damage, loss, theft, destruction or seizure of the Collateral (an “Event of Loss”). Buyer must promptly notify Seller of any Event of Loss. If the Collateral can be repaired or replaced, Buyer agrees to promptly repair or replace the Collateral, at Buyer’s cost, and the terms of this Contract will continue to apply. If the Collateral cannot be repaired or replaced, Buyer agrees to immediately pay Seller all amounts due or to become due under this Contract. All insurance proceeds must be paid directly to Seller, and Seller may apply any excess insurance proceeds to any other amounts Buyer owes Seller or any affiliate of Seller. 5. TAXES. Buyer agrees to pay before delinquency all sales and other taxes, license fees and other governmental charges imposed on the Collateral or its sale or use. 6. USE OF COLLATERAL. Buyer agrees to keep the Collateral in good repair to prevent any waste, loss, damage, or destruction of or to the Collateral; to prevent any unlawful use of the Collateral; and not to make or allow to be made any significant change in the Collateral or in its chassis, body or special equipment, without Seller’s prior written consent. Seller may examine the Collateral whenever located at any time, and Buyer will inform Seller of the Collateral’s location upon Seller’s request. The Collateral shall not be used, transported or delivered to any locations outside of the United States without Seller’s prior written consent. 7. EXPENSES PAID BY SELLER. Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller such as taxes, insurance premiums, repair bills, title fees, or any expenses incurred under Section 14(j). Buyer’s obligation to pay such expenses shall be secured by the Collateral. 8. TRADE-INS. If Buyer has traded in any property, Buyer represents and warrants that the description of it on the front of this Contract is accurate, that the title conveyed is good and its transfer rightful, and that the property is delivered free from any security interest or other lien or encumbrance. 9. WARRANTY. (a) IF THE VEHICLE COVERED BY THIS CONTRACT IS NEW, SUCH VEHICLE IS SOLD SUBJECT SOLELY TO THE WARRANTY OF THE MANUFACTURER AND, TO THE EXTENT ALLOWED BY LAW, NO OTHER WARRANTY IS PART OF THE PURCHASE. BUYER ACKNOWLEDGES RECEIPT OF SUCH MANUFACTURER’S WARRANTY TO THE EXTENT IT EXISTS IN PAPER FORM. TO THE EXTENT ALLOWED BY LAW, SUCH MANUFACTURER’S WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) UNLESS BUYER HAS RECEIVED FROM SELLER A SEPARATE WRITTEN WARRANTY EXECUTED BY SELLER, ALL USED VEHICLES COVERED BY THIS CONTRACT ARE SOLD-ON-AS-IS BASIS AND, TO THE EXTENT ALLOWED BY LAW, WITHOUT ANY WARRANTY OF ANY KIND EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT ALLOWED BY LAW, THE RISK AS TO THE QUALITY AND PERFORMANCE OF THE VEHICLE IS WITH BUYER AND SHOULD THE VEHICLE PROVE DEFECTIVE FOLLOWING PURCHASE, BUYER AND NOT SELLER SHALL ASSUME THE COST OF ALL NECESSARY SERVICING AND REPAIR. BUYER HAS HAD THE OPPORTUNITY TO TEST DRIVE AND OTHERWISE INSPECT THE VEHICLE (NEW AND USED) AND SELLER HAS MADE NO REPRESENTATIONS OF THE CONDITION OR SERVICE HISTORY OF SUCH VEHICLE. THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS CONTRACT IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN SHALL NOT APPLY. 10. LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST USE, LOST PROFITS, LOST SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSSES, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE OR FOR CLAIMS MADE BY A THIRD PARTY. IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY TO BUYER OR ANY OTHER PARTY RELATING TO OR RESULTING FROM THE SALE OR USE OF THE VEHICLE EXCEED THE TOTAL AMOUNT DUE UNDER THIS CONTRACT. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY AND WHETHER THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH. THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS CONTRACT IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN SHALL NOT APPLY. 11. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure that becomes part of the Collateral, shall constitute “Additions & Accessions” and shall be subject to Seller’s security interest. All Additions & Accessions must stay with the Collateral if it is repossessed or returned to Seller. 12. CREDIT INFORMATION. Buyer acknowledges and agrees that Seller has or may investigate Buyer’s credit history and credit capacity in connection with updating, modifying, extending or collecting amounts due Seller by Buyer and that Seller may share information about Buyer with credit bureaus or pursuant to any order, decree, subpoena or other validly issued judicial or administrative process. Buyer acknowledges and agrees that Seller may report information about Buyer to credit bureaus and that late payments, missed payments, or other defaults may be reflected in Buyer’s credit report. 13. SHARING OF INFORMATION. Subject to the terms of federal law and other applicable laws, Buyer understands and agrees that Seller may share information about Buyer with its affiliates and third parties for any proper purpose, including but not limited to account servicing, collection or marketing. 14. DEFAULT. Time is of the essence in this Contract. The due dates for payments and the performance of the other obligations under this Contract are among its most crucial provisions. Buyer shall be in default under this Contract upon the occurrence of any of the following: (a) Buyer fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Contract or under any other instrument or agreement with the Seller or a former Seller; (b) Buyer fails to perform any of Buyer’s obligations under this Contract or breaches any of its representations, warranties or covenants set forth in this Contract; (c) Any representation or warranty Buyer has made in this Contract or in any credit application or financial statement Buyer has given in connection with the credit secured by this Contract is misleading, false, or otherwise incorrect; (d) Any check, note, or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Buyer or the Collateral; (f) Buyer becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Buyer (or any of its affiliates) defaults in the payment or performance of any other agreement in connection with any other obligation owed to Seller (or any of its affiliates); MHC Financial Services, LLC (or any of its affiliates); or for borrowed money to any party; or (h) Seller reasonably deems the Collateral in danger of misuse, confiscation, damage, or destruction; (i) If any IRS or state tax levy is imposed on Buyer or its assets or if any income or other tax is not paid on time, whether or not it relates to the Collateral or Buyer's other obligations to any taxing authority; (j) Any repair shop or storage facility asserts a lien on the Collateral; or (k) Buyer or any guarantor of Buyer's obligation under this Contract merges with or consolidates into another entity, sells substantially all of its assets, dissolves or terminates its existence, or has a change of control (i.e.: any change in ownership or voting control (transfer or assignment in excess of 50% of equity interests or rights to vote in such entity); (l) Buyer or any guarantor of Buyer's obligation under this Contract commences or has commenced against it (that is not dismissed within thirty days) any action seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition of other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (m) Buyer or any guarantor of Buyer's obligation under this Contract makes a general assignment for the benefit of its creditors; or (n) Buyer or any guarantor of Buyer's obligation under this Contract (if an individual) dies or becomes incompetent. 15. REMEDIES. If Buyer defaults under this Contract, Seller may, at its option, take one or more of the following actions, with or without notice to Buyer: (a) Declare this Contract to be in default; (b) Declare the entire amount of the unpaid indebtedness under this Contract, after deducting unearned Time Price Differential in accordance with the applicable state law, and other charges and indebtedness secured by this Contract, immediately due and payable, without protest, presentment demand or notice (including but not limited to notice of intent to accelerate and notice of acceleration), all of which Buyer waives; (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws; (d) Declare any other agreements between Buyer and Seller in default; (e) Terminate any of Buyer's rights (but none of Buyer's obligations) under this Contract and any other agreement between Buyer and Seller (or any affiliate of Seller); (f) Require Buyer to deliver the Collateral to Seller in the manner outlined below, or take possession of the Collateral; (g) Enter any premises where the Collateral may be found and take possession of it without notice, demand or legal proceedings, provided such entry is in compliance with law; (h) Lease or sell the Collateral or any portion thereof at a public or private sale; (i) Apply the net proceeds Seller receives from any sale, lease or other disposition of the Collateral (after deducting all of Seller's costs and expenses, including those costs and expenses described in Section 15(j) below) to Buyer's obligations under this Contract, with Buyer remaining liable for any deficiency; (j) Require Buyer to reimburse and indemnify Seller for all losses, claims, damages and expenses of any kind or nature whatsoever incurred in connection with the Collateral or this Contract and/or the enforcement of Seller's remedies hereunder including, without limitation, repossession, storage, sale, repair and collection costs, damage awards, attorneys' fees (both for collection and defense), payments to release any liens on the Collateral, and court and bankruptcy fees and costs; (k) Exercise any other remedy available at law or in equity; and (l) Take on Buyer's behalf (at Buyer's expense) any action required by this Contract which Buyer fails to take. These remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by Seller to exercise any right shall not operate as a waiver of any other right of future right. In no event will the costs and expenses referred to in this section be more than those allowed by law. If Seller determines that Buyer is in default, all Collateral must be delivered to the place designated by Seller, at Buyer's expense and in satisfactory condition, along with all use, maintenance and repair records. Buyer certifies that ten (10) day advance notice of any sale of the Collateral shall be reasonable notice and notice shall be effective when deposited in the mail, postage prepaid, addressed to the Buyer at the address listed above or the address specified by Buyer pursuant to Section 16(a) below. 16. NEGATIVE COVENANTS. Buyer shall not: (a) Change its name, address, form or state of organization without giving Seller at least thirty (30) days prior written notice thereof; (b) Permit the sale or transfer of a majority of its ownership interests to any person or entity (whether in one transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of Buyer from the person, persons, entity or entities who hold ownership and/or control of Buyer as of the date of this Contract; (c) Consolidate or merge with or into any person or entity; (d) Allow a Blocked Person to have an ownership interest in or control of Buyer; or (e) Sell, transfer or otherwise dispose of all or substantially all of its assets. "Blocked Person" means any person or entity that is now or at any time (A) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury or any sectoral sanctions identification list, or (B) whose property or interests in property are blocked by OFAC or who is subject to sanctions imposed by law, including any executive order of any branch or department of the United States government or (C) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over Seller, to be a person with whom Seller is not permitted to extend credit to or with regard to whom, a buyer relationship may result in penalties against Seller or limitations on a Seller's ability to enforce a transaction. 17. REPRESENTATIONS AND WARRANTIES. Buyer represents, warrants and covenants to Seller so long as this Contract is in effect that: (a) Each document signed by Buyer and delivered to Seller is duly authorized, executed and delivered by Buyer, and is Buyer's valid, legal and binding agreement, enforceable in accordance with its terms; (b) The execution, delivery and performance by Buyer under this Contract does not (or will not) violate any applicable law or breach any order of any court or governmental agency, or of any undertaking Buyer is a party to or by which Buyer or any of its properties is bound; (c) Buyer will comply with all applicable laws, ordinances and regulations; (d) since the date of the most recent financial information given by Buyer to Seller no material adverse change has occurred in Buyer's business, assets or prospects; (e) the Vehicle was selected by Buyer; (f) the Vehicle and all manufacturer manuals and instructions have been delivered to, and examined by, Buyer; (g) the safe operation and proper servicing of the Vehicle has been adequately explained to Buyer; (h) Buyer has received the written warranty of the manufacturer relating to the Vehicle, if any, and Buyer understands Buyer's rights under the written warranty (if available or applicable) may be limited; and (i) the Vehicle is unconditionally and irrevocably accepted by Buyer as being suitable for its intended purpose. 18. NO WRONGFUL POSSESSION. Buyer agrees that if Seller repossesses the Collateral or otherwise obtains possession of it, Seller will not be in wrongful possession of any property contained in the Collateral or attached to it in which Seller does not have a security interest. Seller agrees to make any such property available for Buyer to take back at a place reasonably convenient to both parties. 19. VARIATIONS OF CONTRACT. No provision of this Contract may be changed or amended unless by a written contract signed by Seller. Seller's acceptance of late payments does not mean that Seller is obligated to accept any late payments in the future. No waiver of any default shall operate as a waiver of any other default. 20. ENTIRE AGREEMENT; SEVERABILITY. This Contract and the attached Exhibits and Addenda are the complete and exclusive statement of rights and duties between Seller and Buyer. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. 21. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Buyer for the purpose of payment of any obligation arising under this Contract has been dishonored for lack of funds or credit to pay the item, or because the account has been closed, or for any other reason, Seller or its assigns will assess and Buyer will promptly pay a $50 fee per dishonored Item, or the maximum amount allowed by applicable state law, if lower. 22. CROSS COLLATERAL AND CROSS DEFAULT. Buyer (together with each of its Affiliates) grants to Seller and any assignee of Seller a security interest in the Collateral to secure the payment and performance of all obligations and liabilities of Buyer and its Affiliates to Seller and its Affiliates or to such assignee of Seller and their respective Affiliates, of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing agreements or agreements entered into after execution of this Contract ("Obligations"). "Affiliate" in this Section means any person that directly or indirectly, is in control of, is controlled by, or is under common control with, such person. Any default under one Obligation shall be considered a default under all Obligations. We further agree that the security interest in the Collateral as set forth in any agreement shall not be terminated in whole or in part until and unless all of our Obligations to Seller and its Affiliates are fully paid and satisfied and Buyer and its Affiliates' Obligations under every agreement now in effect or hereafter entered into by Buyer or its Affiliates shall have been fully performed by Buyer or its Affiliate. It is further agreed that Seller and its Affiliates shall retain a security interest in all Collateral covered by all agreements now in effect or hereafter executed, as security for payment and performance under each agreement. All rights and remedies granted to Seller or its Affiliates hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect your rights and remedies under any existing agreement, statute, judicial decision or rule of law. 23. TIME PRICE DIFFERENTIAL. The parties agree that during the term of the Contract, assuming no default, the effective daily Time Price Differential ("TPD") shall be based on an interest rate equal to 7.99 percent per annum, compounded daily on the unpaid balance ("Buyer's Rate") The TPD due each month shall be equal to the sum of the daily TPDs for the month. Based on the Buyer's Rate and assuming that all payments are timely made, the aggregate TPD will be $47,369.07. Early or late payments over the term of the Contract will cause the actual aggregate TPD, the Time Balance and Total Time Sale Price to be different than disclosed. Any delay in payment could cause these amounts to be greater than disclosed, resulting in a larger final or 'balloon' payment. Early payments could cause those amounts to be less than disclosed, resulting in a smaller final or 'balloon' payment or reduced number of payments. In no event shall Buyer be required to pay interest in excess of the maximum rate allowed by law of the state having jurisdiction over the transaction. The intention of the parties is to conform strictly to applicable State usury laws, which may reduce the Buyer's Rate to the maximum amount allowable under such usury laws now or hereafter in effect. 24. FINANCIAL INFORMATION. Buyer agrees to furnish MHC Financial Services, LLC or other entity designated by Seller promptly with any financial statements or other information which MHC Financial Services, LLC or other entity designated by Seller may reasonably request from time to time. Any and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and fairly represent Buyer's financial condition as of the date thereof. MHC Financial Services, LLC or other entity designated by Seller may at any reasonable time examine the books and records of Buyer and make copies thereof. 25. CHATTTEL PAPER. This specific Contract may be assigned to MHC Financial Services, LLC and is subject to the security interest of MHC Financial Services, LLC If completed in physical, tangible form then the only copy or version of this Contract which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy marked "ORIGINAL FOR MHC FINANCIAL SERVICES, LLC" which is delivered to MHC Financial Services, LLC MHC Financial Services, LLC may, by a separate written assignment signed by MHC Financial Services, LLC assign, sell, or transfer to a secured party or assignee and no other secured party or assignee shall acquire any rights in, under or to this Contract or any sums due hereunder in any circumstances unless it acquires such rights through an assignee of MHC Financial Services, LLC or its permitted assigns under this section. Any modification or change in the name of the assignee of this Contract from MHC Financial Services, LLC prior to delivery to MHC Financial Services, LLC shall render such copy of this Contract so changed VOID and of no force and effect. If completed in electronic form, then the only copy or version of this Contract which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy designated as the authoritative copy and held by the electronic vaulting service designated by MHC Financial Services, LLC Only MHC Financial Services, LLC may, by a separate written assignment signed by MHC Financial Services, LLC, assign, sell, or transfer to a secured party or assignee and no other secured party or assignee shall acquire any rights in, under or to this Contract or any sums due hereunder in any circumstances unless it acquires rights through an assignee of MHC Financial Services, LLC or its permitted assigns SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT under this section. Any modification or change to such authoritative copy shall be VOID and of no force and effect except as expressly permitted by such electronic vaulting party in accordance with the instructions of the designated assignee with the right to control such authoritative copy. 26. PREPAYMENT FEE. Buyer shall have the right to prepay all or part of the principal indebtedness due under this Contract at any time. In consideration of such prepayment right, and as compensation to Seller for the loss of the benefit of his bargain, unless prohibited by applicable state law, Buyer shall also pay to Seller a percentage of the amount of the principal indebtedness being prepaid equal to 1/12 of 1% (.00083) multiplied by the number of full months remaining in the term of the Contract or the maximum rate allowed under applicable state law, if lower. 27. MISCELLANEOUS. (a) This Contract shall be binding, jointly and severally, upon all parties described as the "Buyer" and their respective heirs, executors, representatives, successors and assigns and shall insure to the benefit of Seller and its successors and assigns. (b) This Contract and any other evidence of the indebtedness given in connection herewith may be assigned by Seller to a third party without notice to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer against any assignee, agreeing that Seller shall be solely responsible therefore. (c) Buyer acknowledges receipt of a true copy of this Contract, and waives acceptance thereof. (d) Buyer consents to Contract electronically with Seller for purposes of this Contract and any subsequent Contract between Buyer and Seller or Assignee and understands that Buyer is entering into a legal agreement by agreeing to this Contract and intends to be legally bound by such Contract. Any termination of Buyer's consent to conduct business electronically shall not affect the legal enforceability of any Contract entered into prior to such withdrawal of consent. This Contract may be executed in one or more counterparts and each counterpart with a mark demonstrating intent to be bound by the terms thereof, whether an original handwritten signature, facsimile, electronic acknowledgement, or any other mark accepted to bind parties to an agreement under applicable law is considered an original and all counterparts shall constitute one and the same instrument. (e) This Contract represents the final and only agreement between Seller and Buyer relating to Seller's financing of the Vehicle and Buyer's installment payments for the Vehicle and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. For purposes of clarification, this Contract does not control, govern, terminate or supersede the rights and obligations of Buyer or Seller with respect to any purchase order or agreement for the Collateral; instead, except as otherwise provided herein, this Contract solely governs the terms of the Buyer and Seller's financing and installment payment arrangement. (f) Buyer agrees that Buyer hereby waives any and all exemptions relating to any of the Collateral to the fullest extent allowed by law. (g) Buyer agrees to execute any deliver documents reasonably requested by Seller and to cooperate and take any action reasonably requested by Seller to correct any clerical errors, to facilitate any assignment of this Contract by Seller, or to further the intent of the transaction contemplated by this Contract. (h) Buyer irrevocably authorizes Seller at any time to (1) insert correct information on this Contract, including Buyer's correct legal name, serial numbers and description of the Vehicle; (2) submit notices and proofs of loss for any required insurance; and (3) endorse Buyer's name on remittances for insurance and Collateral sale or lease proceeds. Buyer agrees that Seller may access any information regarding the location, maintenance, operation of the Vehicle and the Collateral and Buyer hereby authorizes any third party in possession of that information to provide such information to Seller upon request. Buyer agrees that Buyer shall not disable or otherwise interfere with any information gathering or transmission device within or attached to the Vehicle and any Collateral and Seller may reacivate any such device. (i) Buyer hereby agrees that Seller, its affiliates, assigns, agents and independent contractors may monitor and record telephone conversations with Buyer. (j) Buyer and Seller both agree that this Contract is entered into by Buyer and Seller with an intent to comply with all applicable laws. In the event any amount in excess of that allowed by law is charged or recovered, any such charge will be deemed limited by the amount legally allowed and any amount received by Seller in excess of that legally allowed will be applied by Seller to the payment of amounts legally allowed under this Contract, or refunded to Buyer. 28. GOVERNING LAW; JURISDICTION; VENUE. (a) THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF SELLER'S PLACE OF BUSINESS WHERE THIS CONTRACT IS ACCEPTED AND SIGNED, WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. BUYER AGREES THAT THIS CONTRACT IS NOT SUBJECT TO ARTICLE 3 OF THE UNIFORM COMMERCIAL CODE AND IS NOT A NEGOTIABLE INSTRUMENT. (b) TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION AND VENUE IN THE DISTRICT COURT OF JOHNSON COUNTY, KANSAS; OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS; OR STATE OR FEDERAL COURTS HAVING JURISDICTION OVER THE SELLER'S LOCATION WHERE THIS CONTRACT IS ACCEPTED AND SIGNED; AND BUYER WILL NOT CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM FOR LEGAL ACTION. IF PURCHASED IN TEXAS: For questions or complaints about this contract, contact Seller at the phone number on the face of this Contract. The Office of Consumer Credit Commissioner (OCCC) is a state agency, and it enforces certain laws that apply to this contract. If a complaint or question cannot be resolved by contacting the Seller, consumers can contact the OCCC to file a complaint or ask a general credit-related question. OCCC address: 2601 N Lamar Blvd, Austin, Texas 78705. Phone: (800) 538-1579. Fax: (512) 938-7610. Website: occc.texas.gov. Email: [email protected]. 29. JURY WAIVER. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 30. SMS AUTHORIZATION. Buyer authorizes Seller, its affiliates, assignees, agents and independent contractors to contact Buyer at any phone number Buyer provides to Seller or which Buyer places a call to Seller or any telephone number which Seller believes Buyer may be reached, using any means of communication, including, but not limited to, calls or text messages and calls or text messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Buyer incurs charges for such communications. Consent to these terms is not a condition of purchase of the Vehicle or this Agreement. 31. GPS AUTHORIZATION. If Buyer authorizes a GPS device such authorization shall be documented through a separate addendum through which shall authorize Seller, its affiliates, assignees, agents and independent contractors to install, provide, and monitor GPS devices and related data for each Vehicle. Buyer acknowledges that Seller is solely responsible for complying with all applicable laws regarding required consents from any individual using the Vehicle. NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT. WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. NOTICE TO BUYER: 1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ AND UNDERSTAND EACH PROVISION OR IF IT CONTAINS ANY BLANK SPACES. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN. 3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND UNDER CERTAIN CONDITIONS MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL). KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT (1) A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ; (2) BUYER HAS HAD THE OPPORTUNITY TO TAKE A COPY OF THIS CONTRACT TO REVIEW BEFORE EXECUTION; AND (3) THIS CONTRACT WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. BUYER CONFIRMS CONSENT TO RECEIVE TEXT/SMS MESSAGES AS SET FORTH IN SECTION 30: INITIAL. SELLER: MHC KENWORTH - OKLAHOMA CITY *BY: Dan Anderson DATE: 8/3/2022 BUYER: Jeff Davis & Sons Farm & Metals LLC *BY: DATE: 8/3/2022 DOCUMENTARY OR ADMINISTRATIVE FEE NOTICE AND DISCLOSURES: IF PURCHASED IN IOWA: DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO A BUYER FOR THE PREPARATION OF DOCUMENTS AND THE PERFORMANCE OF RELATED SERVICES. THE MAXIMUM AMOUNT THAT MAY BE CHARGED FOR A DOCUMENTARY FEE IS DETERMINED BY IOWA CODE SECTION 322.19A. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN ILLINOIS: DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. THE BASE DOCUMENTARY FEE BEGINNING JANUARY 1, 2008 WAS $150. THE MAXIMUM AMOUNT THAT MAY BE CHARGED FOR A DOCUMENTARY FEE IS THE BASE DOCUMENTARY FEE OF $150 WHICH SALE SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE INDEX. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN MISSISSIPPI: A DOCUMENT/SERVICE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW, HOWEVER, IT MAY BE CHARGED TO A BUYER/LESSEE FOR THE PREPARATION, HANDLING AND PROCESSING OF DOCUMENTS AND THE PERFORMANCE OF SERVICES RELATED TO THE SALE OR LEASE OF A MOTOR VEHICLE AND MAY INCLUDE DEALER PROFIT. THIS NOTICE IS REQUIRED BY REGULATION OF THE MISSISSIPPI MOTOR VEHICLE COMMISSION. IF PURCHASED IN ANY OTHER STATE: AN ADMINISTRATIVE OR DOCUMENTARY FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS FEE IS FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. ASSIGNMENT If this contract is assigned to MHC Financial Services, LLC, the following form of assignment will be used. ASSIGNMENT. For value received, Seller hereby sells, assigns and otherwise transfers to MHC Financial Services, LLC its successors and assigns, all of Seller's right title and interest in and to (1) this Contract, (2) all rights and remedies hereunder, (3) all payments and other amounts due and to become due hereunder, (4) all insurance proceeds and other proceeds, and (5) all Collateral. This instrument is not an assignment of any Seller's obligations to the Buyer. Seller authorizes MHC Financial Services, LLC its successors or assigns, to do every act or thing necessary to collect and discharge the same. SELLER: MHC KENWORTH - OKLAHOMA CITY *BY: Dan Anderson TITLE: Vice President/General Manager DATE: 8/3/2022 Copy of Original SELLER NAME MHC KENWORTH - OKLAHOMA CITY PLACE OF BUSINESS 7200 WEST I-40 SERVICE ROAD OKLAHOMA CITY, OK 731280000 MAILING ADDRESS SAME BUYER NAME Jeff Davis & Sons Farm & Metals LLC PLACE OF BUSINESS 5803 Smoky Hill Trail Edmond, OK 73034 MAILING ADDRESS 5803 Smoky Hill Trail Edmond, OK, 73034 Seller hereby sells, and Buyer (meaning all undersigned buyers, jointly and severally) hereby purchases, subject to the terms set forth below and on any attachments hereto, the following described vehicle (the “Vehicle”), delivery and acceptance of which in good order Buyer hereby acknowledges. To secure payment of all sums due or which become due under this Contract, Buyer’s performance of all other obligations under this Contract, and other obligations of Buyer to Seller or any affiliate of Seller as set forth in Section 22 of this Contract, including extensions, renewals and future advances, Buyer grants Seller a security interest in (1) the Vehicle, and all current and future accessions, attachments, accessories and additions thereto, including without limitation the Additions & Accessions defined in Section 11 of this Contract, (2) Buyer’s rights to any refund of premiums for and payments under, and proceeds of the insurance policies required by Section 3 of this Contract, (3) any substitutions or replacements of the foregoing, and (4) proceeds and products of all of the foregoing (collectively the “Collateral”). To the extent permitted by law, Buyer grants Seller a security interest in any other vehicles or property of Buyer, as to which Seller already has an existing security interest and such vehicles or other property of Buyer shall be part of the Collateral. Buyer shall ensure that the security interest in the Collateral granted to Seller herein remains a sole first lien security interest. Buyer also acknowledges that Seller has offered to sell the Vehicle for the cash price indicated and/or for Buyer to seek financing from a third party, but that the Buyer has chosen to purchase on the terms and conditions of this Contract. DESCRIPTION OF VEHICLE – COLLATERAL (For Security Purposes Only) <table> <tr> <th>YEAR</th> <th>MAKE/MODEL</th> <th>VEHICLE IDENTIFICATION NUMBER</th> <th>NEW/USED</th> <th>PRICE OF VEHICLE</th> </tr> <tr> <td>2023</td> <td>KW/V900L</td> <td>1XKWD49X0PR216043</td> <td>New</td> <td>$270,600.00</td> </tr> </table> Total: $270,600.00 <table> <tr> <th>YEAR</th> <th>MAKE/MODEL</th> <th>VEHICLE IDENTIFICATION NUMBER</th> <th>ALLOWANCE</th> <th>PAYOFF</th> <th>PAYOFF OWED TO</th> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> <td>N/A</td> </tr> </table> ITEMIZATION OF AMOUNT FINANCED <table> <tr> <th>TOTAL CASH PRICE</th> <th>CASH PRICE</th> <th>$270,600.00</th> </tr> <tr> <td></td> <td>SALES TAX</td> <td>N/A</td> </tr> <tr> <td></td> <td>TITLE FEE</td> <td>N/A</td> </tr> <tr> <td>1. DOWN PAYMENT</td> <td>TOTAL CASH PRICE</td> <td>$270,600.00</td> </tr> <tr> <td></td> <td>NET TRADE-IN</td> <td>$0.00</td> </tr> <tr> <td></td> <td>CASH</td> <td></td> </tr> <tr> <td>2.</td> <td>TOTAL DOWN PAYMENT</td> <td>$86,038.08</td> </tr> <tr> <td>3. UNPAID CASH PRICE (1 - 2)</td> <td></td> <td>$86,038.00</td> </tr> <tr> <td>4. TOTAL AMOUNT OF INSURANCE PREMIUMS (4A + 4B)</td> <td></td> <td>$184,562.00</td> </tr> <tr> <td>FEES: (Itemize)</td> <td>5A. Official Fee(s)</td> <td>N/A</td> </tr> <tr> <td></td> <td>5B. Document Processing Fee</td> <td>$595.00</td> </tr> <tr> <td></td> <td>5C. Insurance and Title Tracking Fee</td> <td>$50.00</td> </tr> <tr> <td></td> <td>5D. GPS Installation Fee</td> <td>$0.00</td> </tr> <tr> <td>5.</td> <td>TOTAL FEES (5A + 5B + 5C + 5D)</td> <td>$645.00</td> </tr> <tr> <td>6.</td> <td>UNPAID BALANCE (Amount Financed) (3 + 4 + 5)</td> <td>$185,207.00</td> </tr> <tr> <td>7.</td> <td>FINANCE CHARGE (Time Price Differential)</td> <td>$57,664.00</td> </tr> <tr> <td>8.</td> <td>TOTAL PAYMENTS (Contract Balance) (6 + 7)</td> <td>$242,871.00</td> </tr> <tr> <td>9.</td> <td>DEFERRED PAYMENT PRICE (1 + 4 + 5 + 7)</td> <td>$328,909.00</td> </tr> </table> PREPAYMENT REBATE: Upon prepayment in full or acceleration, Buyer is entitled to a rebate of the unearned Finance Charge (Item 7) computed in accordance with the “Sum of the Balances Method”. An acquisition charge of $150.00 may be deducted in determining the amount the rebate. No rebate less than $1.00 will be paid. PAYMENT SCHEDULE <table> <tr> <th>First Installment</th> <th>No. of Installments</th> <th>Amount Each</th> <th>First Installment</th> <th>No. of Installments</th> <th>Amount Each</th> </tr> <tr> <td>APR 02, 2023</td> <td>60</td> <td>$4,047.85</td> <td></td> <td></td> <td></td> </tr> </table> SECURITY AGREEMENT RETAIL INSTALLMENT CONTRACT Any documentary or administrative fee charged by Seller is charged solely for purposes specified or otherwise allowed under applicable law. SEE BELOW (AR, MO, or TX) OR ATTACHED DOCUMENTARY OR ADMINISTRATIVE FEE DISCLOSURE EXHIBIT FOR STATE SPECIFIC DISCLOSURES AND SUCH EXHIBIT IS HEREBY INCORPORATED HEREIN BY THIS REFERENCE AS IF FULLY SET FORTH IN THIS DOCUMENT. IF PURCHASED IN ARKANSAS: A SERVICE AND HANDLING FEE IS NOT AN OFFICIAL FEE. A SERVICE AND HANDLING FEE IS NOT REQUIRED BY LAW BUT MAY BE CHARGED TO THE CUSTOMER FOR PERFORMING SERVICES AND HANDLING DOCUMENTS RELATING TO THE CLOSING OF A SALE OR LEASE. THE SERVICE AND HANDLING FEE MAY RESULT IN PROFIT TO THE DEALER. THE SERVICES AND HANDLING FEE DOES NOT INCLUDE PAYMENT FOR THE PREPARATION OF LEGAL DOCUMENTS. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN MISSOURI: AN ADMINISTRATIVE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS ADMINISTRATIVE FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS ADMINISTRATIVE FEE IS FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN TEXAS: A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED BY BUYERS FOR HANDLING DOCUMENTS RELATED TO THE SALE. A DOCUMENTARY FEE MAY NOT EXCEED A REASONABLE AMOUNT AGREED TO BY THE PARTIES. THIS NOTICE IS REQUIRED BY LAW. INSURANCE 4A. PHYSICAL DAMAGE INSURANCE with respect to the Vehicle is required by this Contract. Buyer shall provide such insurance through any insurance company authorized to do business in the State of Seller’s location where this Contract is accepted and signed so long as the requirements for such insurance set forth in this Contract are satisfied, although Seller may reject any insurer for reasonable cause. <table> <tr> <th>INSURANCE COMPANY</th> <th>TERM</th> <th>DESCRIPTION</th> </tr> <tr> <td>N/A</td> <td>N/A</td> <td>Physical Damage insurance not financed in this contract</td> </tr> </table> <table> <tr> <th>COVERAGES</th> <th>DEDUCTIBLE</th> <th>PREMIUM</th> </tr> <tr> <td>COLLISION</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>SPECIFIED PERILS</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>OTHER</td> <td>N/A</td> <td>N/A</td> </tr> </table> 4B. CREDIT LIFE, CREDIT ACCIDENT AND HEALTH are not required by Seller, are not a factor in approval of credit, and are not included. <table> <tr> <th>I DESIRE:</th> <th>INSURANCE COMPANY</th> <th>PREMIUM</th> </tr> <tr> <td>CREDIT LIFE INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>CREDIT ACCIDENT AND HEALTH INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> <tr> <td>NON TRUCKING USE INSURANCE</td> <td>N/A</td> <td>N/A</td> </tr> </table> Buyer acknowledges disclosure of insurance charges above and requests and authorizes Seller to obtain insurance coverage checked and include the cost in Item 3. AGGREGATE AMOUNT OF INSURANCE PREMIUM (4A + 4B) N/A BUYER REPRESENTS AND WARRANTS The Collateral is regularly used for/and is only to be used by Buyer for business and commercial purposes, and not for personal, family or household use. The Collateral will be titled in the state of Oklahoma. Buyer’s principal place of business is located at: 5803 Smoky Hill Trail OK 73034 Buyer will immediately notify Seller in writing of any change in the above address or location or any other matter as required by Section 17 hereof. DELINQUENCY CHARGES For each installment not paid when due, to the extent allowed by law, Buyer agrees to pay Seller a delinquency charge calculated thereon at the rate of 1 1/2% per month for the period of delinquency or, at Seller’s option, 5% of such installment, provided that such a delinquency charge is not prohibited by law, otherwise at the highest rate Buyer can legally obligate itself to pay and/or Seller can legally collect. BUYER’S PAYMENT OBLIGATIONS ARE ABSOLUTE AND UNCONDITIONAL AND ARE NOT SUBJECT TO CANCELLATION, REDUCTION OR SETOFF FOR ANY REASON WHATSOEVER. TERMS AND CONDITIONS THE TERMS AND CONDITIONS ATTACHED HERETO CONTAIN PROVISIONS REGARDING THE DISCLAIMER OF IMPLIED WARRANTIES AND/OR LIMITATIONS OF CERTAIN DAMAGES. THESE DISCLAIMERS AND LIMITATIONS MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS ORDER IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMERS AND/OR LIMITATIONS SHALL NOT APPLY. TERMS AND CONDITIONS 1. CERTIFICATE OF TITLE – LIENS. Buyer agrees that any Certificate of Title with respect to the Collateral will show Seller’s security interest (lien) and will be delivered promptly to Seller. Seller has the right to hold the Certificate of Title until Buyer pays all indebtedness and performs all other obligations under this Contract. Buyer promises not to give any other party a lien or security interest in the Collateral without Seller’s prior written consent. Buyer promises not to part with possession of, sell or lease the Collateral without Seller’s prior written approval. Buyer also agrees that the Collateral may not be operated or used by any third party that is not part of the business of Buyer. Buyer hereby agrees that from time to time, at the expense of the Buyer, Buyer will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or desirable, or that Seller may request in order to perfect or protect any security interest granted or purported to be granted hereby or to enable Seller to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Buyer grants to Seller the power to sign Buyer’s name and on behalf of Buyer to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral. 2. ASSIGNMENT. Buyer shall not assign, pledge or otherwise transfer any of Buyer’s rights or interests in this Contract or any Collateral without Seller’s prior written consent. Any assignment by Buyer without Seller’s prior written consent shall be void and of no effect. Seller has the right to assign this Contract to MHC Financial Services, LLC if Seller does assign it, MHC Financial Services, LLC, will take all of the Seller’s right, title and interest under this Contract (including Seller’s interest in the Collateral). Thereafter, the term “Seller” in this Contract shall mean MHC Financial Services, LLC, as applicable. This means, among other things, that Buyer will be required to make the payments under this Contract directly to MHC Financial Services, LLC Buyer agrees that if Seller assigns this Contract, and MHC Financial Services, LLC sues Buyer to collect any amount Buyer owes to MHC Financial Services, LLC or to enforce any of Buyer’s other obligations to MHC Financial Services, LLC, Buyer will not assert any claim or defense Buyer has against the former Seller as a claim, defense, or setoff against MHC Financial Services, LLC Additionally, MHC Financial Services, LLC may further sell or assign any or all of its rights under this Contract to any third party. Any such assignment to MHC Financial Services, LLC shall be without further notice to Buyer and Buyer hereby consents to the assignment to MHC Financial Services, LLC and to any subsequent assignment. Buyer acknowledges that MHC Financial Services, LLC has not participated in the sale of the Vehicle and has made no representations or warranties to Buyer under this Contract. Buyer further acknowledges that MHC Financial Services, LLC is located in Leawood, Kansas and that all payments and communications will be with that Leawood, Kansas office. 3. INSURANCE. Buyer, at its sole cost, agrees to keep the Collateral continuously insured against fire, theft, collision, and any other hazard Seller specifies by an insurance company Seller has approved until all of Buyer’s obligations under this Contract have been paid and satisfied in full. The amount of insurance shall be the full insurable value of the Collateral or the full amount of all obligations this Contract secures, whichever is greater. The insurance policy shall provide, in a form acceptable to Seller, for payment of any loss to Seller. Buyer shall deliver promptly to Seller certificates or, if requested, policies of insurance satisfactory to Seller, each with a loss-payable endorsement naming Seller or its assigns as loss-payee as their interests may appear. Such insurance policy shall provide that it can be canceled only after written notice of intention to cancel has been delivered to Seller at least ten (10) days before the cancellation date. Such insurance policy shall provide that Seller’s interest in the policy shall not be invalidated by any act, omission, breach or neglect of anyone other than Seller and that such coverage shall be primary over any insurance purchased by Seller or any of its affiliates. Buyer shall endorse any check for insurance proceeds to be payable to Seller to the extent any indebtedness then exists and Buyer shall not negotiate any such insurance proceeds check without the express prior written consent of Seller. If the Collateral is lost or damaged, Seller shall have full power to collect any or all insurance proceeds and to apply them as Seller chooses either to satisfy any obligation secured by this Contract (whether or not due or otherwise matured), or to repair the Collateral. Seller shall have no liability for any losses which occur because no insurance has been obtained or the coverage of the insurance which has been obtained is incomplete. If at any time Buyer fails to procure and keep in force the insurance required hereunder, Seller may in its discretion purchase insurance for only the protection of Seller’s interest in the Vehicle and Collateral, at Buyer’s expense, including interest and any other charges Seller may impose in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. Buyer shall reimburse Seller upon demand for such expenses or, at Seller’s option, the costs of the insurance may be added to the outstanding balance under this Contract subject to a loan modification fee. Buyer recognizes that any such insurance Seller may procure in its discretion may not protect Buyer in the event of a loss and may be for such period of time as Seller determines. Buyer also understands that the insurance premiums for any such insurance may be higher than would be the case if Buyer had purchased the insurance required herein. Buyer may later cancel any insurance purchased by Seller, but only after providing Seller with evidence that Buyer has obtained insurance as required by this Contract. If the cost of insurance was included in this Contract, that insurance will terminate: (a) if all payments and all of Buyer’s obligations under this Contract are paid in full and satisfied; (b) if Seller releases its security interest in the Vehicle; (c) if a default occurs and Seller cancels the insurance; (d) if the Vehicle is repossessed; (e) if the floater policy under which the insurance is purchased terminates; or (f) on the final due date of the final scheduled payment under this Contract. Buyer acknowledges and agrees that Seller or one of Seller’s affiliates may earn a fee or commission in connection with this Contract to the extent permitted by law. Buyer authorizes Seller to release to third parties any information necessary to monitor the status of insurance on the Vehicle or other Collateral and to obtain the insurance described in this Contract. INSURANCE FOR BODILY INJURY, LIABILITY, PROPERTY DAMAGE TO OTHERS, CARGO DAMAGE, PUBLIC LIABILITY OR FINANCIAL RESPONSIBILITY LAWS IS NOT INCLUDED IN THIS TRANSACTION. 4. LOSS OR DAMAGE. Until all of Buyer’s obligations under this Contract are satisfied, Buyer is responsible for all risk of loss and damage, loss, theft, destruction or seizure of the Collateral (an “Event of Loss”). Buyer must promptly notify Seller of any Event of Loss. If the Collateral can be repaired or replaced, Buyer agrees to promptly repair or replace the Collateral, at Buyer’s cost, and the terms of this Contract will continue to apply. If the Collateral cannot be repaired or replaced, Buyer agrees to immediately pay Seller all amounts due or to become due under this Contract. All insurance proceeds must be paid directly to Seller, and Seller may apply any excess insurance proceeds to any other amounts Buyer owes Seller or any affiliate of Seller. 5. TAXES. Buyer agrees to pay before delinquency all sales and other taxes, license fees and other governmental charges imposed on the Collateral or its sale or use. 6. USE OF COLLATERAL. Buyer agrees to keep the Collateral in good repair to prevent any waste, loss, damage, or destruction of or to the Collateral; to prevent any unlawful use of the Collateral; and not to make or allow to be made any significant change in the Collateral or in its chassis, body or special equipment, without Seller’s prior written consent. Seller may examine the Collateral wherever located at any time, and Buyer will inform Seller of the Collateral’s location upon Seller’s request. The Collateral shall not be used, transported or delivered to any locations outside of the United States without Seller’s prior written consent. 7. EXPENSES PAID BY SELLER. Buyer agrees to reimburse Seller upon demand for any expenses paid by Seller such as taxes, insurance premiums, repair bills, title fees, or any expenses incurred under Section 14(j). Buyer’s obligation to pay such expenses shall be secured by the Collateral. 8. TRADE-INS. If Buyer has traded in any property, Buyer represents and warrants that the description of it on the front of this Contract is accurate, that the title conveyed is good and its transfer rightful, and that the property is delivered free from any security interest or other lien or encumbrance. 9. WARRANTY. (a) IF THE VEHICLE COVERED BY THIS CONTRACT IS NEW, SUCH VEHICLE IS SOLD SUBJECT SOLELY TO THE WARRANTY OF THE MANUFACTURER AND, TO THE EXTENT ALLOWED BY LAW, NO OTHER WARRANTY IS PART OF THE PURCHASE. BUYER ACKNOWLEDGES RECEIPT OF SUCH MANUFACTURER’S WARRANTY TO THE EXTENT IT EXISTS IN PAPER FORM. TO THE EXTENT ALLOWED BY LAW, SUCH MANUFACTURER’S WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) UNLESS BUYER HAS RECEIVED FROM SELLER A SEPARATE WRITTEN WARRANTY EXECUTED BY SELLER, ALL USED VEHICLES COVERED BY THIS CONTRACT ARE SOLD “AS IS” AS BASIS; AND, TO THE EXTENT ALLOWED BY LAW, WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT ALLOWED BY LAW, THE RISK AS TO THE QUALITY AND PERFORMANCE OF THE VEHICLE IS WITH BUYER AND SHOULD THE VEHICLE PROVE DEFECTIVE FOLLOWING PURCHASE, BUYER AND NOT SELLER SHALL ASSUME THE COST OF ALL NECESSARY SERVICING AND REPAIR. BUYER HAS HAD THE OPPORTUNITY TO TEST DRIVE AND OTHERWISE INSPECT THE VEHICLE (NEW AND USED) AND SELLER HAS MADE NO REPRESENTATIONS OF THE CONDITION OR SERVICE HISTORY OF SUCH VEHICLE. THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS CONTRACT IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN SHALL NOT APPLY. 10. LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE TO BUYER OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST USE, LOST PROFITS, LOST SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE OR FOR CLAIMS MADE BY A THIRD PARTY. IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY TO BUYER OR ANY OTHER PARTY RELATING TO OR RESULTING FROM THE SALE OR USE OF THE VEHICLE EXCEED THE TOTAL AMOUNT DUE UNDER THIS CONTRACT. THESE LIMITATIONS APPLY WHETHER THE LIABILITY IS BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY AND WHETHER THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM, OR A FUNDAMENTAL BREACH. THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN MAY BE PROHIBITED OR UNENFORCEABLE IN SOME STATES. TO THE EXTENT THIS CONTRACT IS GOVERNED BY THE LAWS OF SUCH STATE, THE DISCLAIMER AND/OR LIMITATIONS CONTAINED HEREIN SHALL NOT APPLY. 11. ADDITIONS TO COLLATERAL. Anything added to the Collateral, including but not limited to engines, transmissions, tires, wheels, fifth wheels, radios and electrical equipment, tanks and any other body or structure that becomes part of the Collateral, shall constitute “Additions & Accessions” and shall be subject to Seller’s security interest. All Additions & Accessions must stay with the Collateral if it is repossessed or returned to Seller. 12. CREDIT INFORMATION. Buyer acknowledges and agrees that Seller has or may investigate Buyer’s credit history and credit capacity in connection with updating, modifying, extending or collecting amounts due Seller by Buyer and that Seller may share information about Buyer with credit bureaus or pursuant to any order, decree, subpoena or other validly issued judicial or administrative process. Buyer acknowledges and agrees that Seller may report information about Buyer to credit bureaus and that late payments, missed payments, or other defaults may be reflected in Buyer’s credit report. 13. SHARING OF INFORMATION. Subject to the terms of federal law and other applicable laws, Buyer understands and agrees that Seller may share information about Buyer with its affiliates and third parties for any proper purpose, including but not limited to account servicing, collection or marketing. 14. DEFAULT. Time is of the essence in this Contract. The due dates for payments and the performance of the other obligations under this Contract are among its most crucial provisions. Buyer shall be in default under this Contract upon the occurrence of any of the following: (a) Buyer fails to pay on or before the due date the full amount of any scheduled payment, taxes, insurance premium, or other obligation secured by this Contract or under any other instrument or agreement with the Seller or a former Seller; (b) Buyer fails to perform any of Buyer’s obligations under this Contract or breaches any of its representations, warranties or covenants set forth in this Contract; (c) Any representation or warranty Buyer has made in this Contract or in any credit application or financial statement Buyer has given in connection with the credit secured by this Contract is misleading, false, or otherwise incorrect; (d) Any check, note or other instrument given for a payment is dishonored when presented for payment; (e) The Collateral is seized or levied upon under any legal or governmental process or proceeding against Buyer or the Collateral; (f) Buyer becomes insolvent or subject to insolvency proceedings as defined in the Uniform Commercial Code or becomes subject to bankruptcy; (g) Buyer (or any of its affiliates) defaults in the payment or performance of any other agreement in connection with any other obligation owed to Seller (or any of its affiliates); MHC Financial Services, LLC (or any of its affiliates); for or borrowed money to any party; or (h) Seller reasonably deems the Collateral in danger of misuse, confiscation, damage, or destruction; (i) Any IRS or state tax levy is imposed on Buyer or its assets or if any income or other tax is not paid on time, whether or not it relates to the Collateral or Buyer’s other obligations to any taxing authority; (j) Any repair shop or storage facility asserts a lien on the Collateral; or (k) Buyer or any guarantor of Buyer’s obligation under this Contract merges with or consolidates into another entity, sells substantially all of its assets, dissolves or terminates its existence, or has a change of control (i.e.: any change in ownership or voting control (transfer or assignment in excess of 50% of equity interests or rights to vote in such entity); (l) Buyer or any guarantor of Buyer’s obligation under this Contract commences or has commenced against it (that is not dismissed within thirty days) any action seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or (m) Buyer or any guarantor of Buyer’s obligation under this Contract makes a general assignment for the benefit of its creditors; or (n) Buyer or any guarantor of Buyer’s obligation under this Contract (if an individual) dies or becomes incompetent. 15. REMEDIES. If Buyer defaults under this Contract, Seller may, at its option, take one or more of the following actions, without or without notice to Buyer: (a) Declare this Contract to be default; (b) Declare the entire amount of the unpaid indebtedness under this Contract, after deducting unearned Time Price Differential in accordance with the applicable state law, and other charges and indebtedness secured by this Contract, immediately due and payable, without protest, presentment demand or notice (including, but not limited to notice of intent to accelerate and notice of acceleration), all of which Buyer waives; (c) Exercise all of the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable laws; (d) Enclose any other agreements between Buyer and Seller involved with the contract with any other agreement between Buyer and Seller (or any affiliate of Seller); (e) Require Buyer to deliver the Collateral to Seller in the manner outlined below or take possession of the Collateral; (g) Enter any premises where the Collateral may be found and take possession of it without notice, demand or legal proceedings, provided such entry is in compliance with law; (h) Lease or sell the Collateral or any portion thereof at a public or private sale; (i) Apply the net proceeds Seller receives from any sale, lease or other disposition of the Collateral (after deducting all of Seller’s costs and expenses, including those costs and expenses described in Section 15(j) below) to Buyer’s obligations under this Contract, with Buyer remaining liable for any deficiency; (j) Require Buyer to reimburse and indemnify Seller for all losses, claims, damages and expenses of any kind or nature whatsoever incurred in connection with the Collateral or this Contract and/or the enforcement of Seller’s remedies hereunder including, without limitation, repossession, storage, sale, repair and collection costs, damage awards, attorneys’ fees (both for collection and defense), payments to release any liens on the Collateral, and court and bankruptcy fees and costs; (k) Exercise any other remedy available at law or in equity; and (l) Take on Buyer’s behalf (at Buyer’s expense) any action required by this Contract which Buyer fails to take. These remedies are cumulative, are in addition to any other remedies provided for by law, and may be exercised concurrently or separately. Any failure or delay by Seller to exercise any right shall not operate as a waiver of any other right of future right. In no event will the costs and expenses referred to in this section be more than those allowed by law. If Seller determines that Buyer is in default, all Collateral must be delivered to the place designated by Seller, at Buyer’s expense and in satisfactory condition, along with all use, maintenance and repair records. Buyer further agrees that ten (10) days advance notice of any sale of the Collateral shall be reasonable notice and notice shall be effective when deposited in the mail, postage prepaid, addressed to the Buyer at the address listed above or the address specified by Buyer pursuant to Section 16(a) below. 16. NEGATIVE COVENANTS. Buyer shall not: (a) Change its name, address, form or state of organization without giving Seller at least thirty (30) days prior written notice thereof; (b) Permit the sale or transfer of a majority of its ownership interests to any person or entity (whether in one transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of Buyer from the person, persons, entity or entities who hold ownership and/or control of Buyer as of the date of this Contract; (c) Consolidate or merge with or into any person or entity; (d) Allow a Blocked Person to have an ownership interest in or control of Buyer; or (e) Sell, transfer or otherwise dispose of all or substantially all of its assets. “Blocked Person” means any person or entity that is now or at any time (A) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury or any sectoral sanctions identification list, or (B) whose property or interests in property are blocked by OFAC or who is subject to sanctions imposed by law, including any executive order of any branch or department of the United States government or (C) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over Seller, to be a person with whom Seller is not permitted to extend credit or with regard to whom, a buyer relationship may result in penalties against Seller or limitations on a Seller’s ability to enforce a transaction. 17. REPRESENTATIONS AND WARRANTIES. Buyer represents, warrants and covenants to Seller so long as this Contract is in effect that: (a) each document signed by Buyer and delivered to Seller is duly authorized, executed and delivered by Buyer, and is Buyer’s valid legal and binding agreement, enforceable in accordance with its terms; (b) the execution, delivery and performance by Buyer under this Contract does not (or will not) violate any applicable law or breach any order of any court or governmental agency, or of any undertaking Buyer is a party to or by which Buyer or any of its properties is bound; (c) Buyer will comply with all applicable laws, ordinances and regulations; (d) since the date of the most recent financial information given by Buyer to Seller no material adverse change has occurred in Buyer’s business, assets or prospects; (e) the Vehicle was selected by Buyer; (f) the Vehicle and all manufacturer manuals and instructions have been delivered to, and examined by, Buyer; (g) the safe operation and proper servicing of the Vehicle has been adequately explained to Buyer; (h) Buyer has received the written warranty of the manufacturer relating to the Vehicle, if any, and Buyer understands Buyer’s rights under the written warranty (if available or applicable) may be limited; and (i) the Vehicle is unconditionally and irrevocably accepted by Buyer as being suitable for its intended purpose. 18. NO WRONGFUL POSSESSION. Buyer agrees that if Seller repossesses the Collateral or otherwise obtains possession of it, Seller will not be in wrongful possession of any property contained in the Collateral or attached to it in which Seller does not have a security interest. Seller agrees to make any such property available for Buyer to take back at a place reasonably convenient to both parties. 19. VARIATIONS OF CONTRACT. No provision of this Contract may be changed or amended unless by a written contract signed by Seller. Seller’s acceptance of late payments does not mean that Seller is obligated to accept any late payments in the future. No waiver of any default shall operate as a waiver of any other default. 20. ENTIRE AGREEMENT; SEVERABILITY. This Contract and the attached Exhibits and Addenda are the complete and exclusive statement of rights and duties between Seller and Buyer. If any provision is held unenforceable, it shall be deemed omitted without affecting the enforceability of the remaining provisions. 21. BAD CHECKS. Whenever a check, draft or order given by or on behalf of Buyer for the purpose of payment of any obligation arising under this Contract has been dishonored for lack of funds or credit to pay the item, or because the account has been closed, or for any other reason, Seller or its assignees will assess and Buyer will promptly pay a $50 fee per dishonored item, or the maximum amount allowed by applicable state law, if lower. 22. CROSS COLLATERAL AND CROSS DEFAULT. Buyer (together with each of its Affiliates) grants to Seller and any assignee of Seller a security interest in the Collateral to secure the payment and performance of all obligations and liabilities of Buyer and its Affiliates to Seller and its Affiliates or to such assignee of Seller and their respective Affiliates, of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing agreements or agreements entered into after execution of this Contract (“Obligations”). “Affiliate” in this Section means any person that, directly or indirectly, is in control of, is controlled-by, or is under common control with, such person. Any default under one Obligation shall be considered a default under all Obligations. We further agree that the security interest in the Collateral as set forth in any agreement shall not be terminated in whole or in part until unless all of our Obligations to Seller and its Affiliates are fully paid and satisfied and Buyer and its Affiliates’ Obligations under every agreement now in effect or hereafter entered into by Buyer or its Affiliates shall have been fully performed by Buyer or its Affiliate. It is further agreed that Seller and its Affiliates shall retain a security interest in all Collateral covered by all agreements now in effect or hereafter executed, as security for payment and performance under each agreement. All rights and remedies granted to Seller or its Affiliates hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect your rights and remedies under any existing agreement, statute, judicial decision or rule of law. 23. TIME PRICE DIFFERENTIAL. The parties agree that during the term of the Contract, assuming no default, the effective daily Time Price Differential (“TPD”) shall be based on an interest rate equal to 10.99 percent per annum, compounded daily on the unpaid balance (“Buyer’s Rate”) The TPD due each month shall be equal to the sum of the daily TPDs for the month, Based on the Buyer’s Rate and assuming that all payments are timely made, the aggregate TPD will be $57,664.00. Early or late payments over the term of the Contract will cause the actual aggregate TPD, the Time Balance and Total Time Sale Price to be different than disclosed. Any delay in payment could cause those amounts to be greater than disclosed, resulting in a larger final or ‘balloon’ payment. Early payments could cause those amounts to be less than disclosed, resulting to a smaller final or ‘balloon’ payment or reduced number of payments. In no event shall Buyer be required to pay interest in excess of the maximum rate allowed by law of the state having jurisdiction over the transaction. The intention of the parties is-to conform strictly to applicable State usury laws, which may reduce the Buyer’s Rate to the maximum amount allowable under such usury laws now or hereafter in effect. 24. FINANCIAL INFORMATION. Buyer agrees to furnish MHC Financial Services, LLC or other entity designated by Seller promptly with any financial statements or other information which MHC Financial Services, LLC or other entity designated by Seller may reasonably request from time to time. Any and all financial statements will be prepared on a basis of generally accepted accounting principles, and will be complete and correct and fairly represent Buyer’s financial condition as of the date thereof. MHC Financial Services, LLC or other entity designated by Seller may at any reasonable time examine the books and records of Buyer and make copies thereof. 25. CHATTEL PAPER. This specific Contract may be assigned to MHC Financial Services, LLC and is subject to the security interest of MHC Financial Services, LLC If completed in physical, tangible form then the only copy or version of this Contract which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy marked “ORIGINAL FOR MHC FINANCIAL SERVICES, LLC* which is delivered to MHC Financial Services, LLC MHC Financial Services, LLC may, by a separate written assignment signed by MHC Financial Services, LLC assign, sell, or transfer to a secured party or assignee and no other secured party or assignee shall acquire any rights in, under or to this Contract or any sums due hereunder in any circumstances unless it acquires such rights through an assignee of MHC Financial Services, LLC or its permitted assigns under this section. Any modification or change in the name of the assignee of this Contract from MHC Financial Services, LLC prior to delivery to MHC Financial Services, LLC shall render such copy of this Contract so changed VOID and of no force and effect. If completed in electronic form, then the only copy or version of this Contract which constitutes Chattel Paper for all purposes of the Uniform Commercial Code is the copy designated as the authoritative copy and held by the electronic vaulting service designated by MHC Financial Services, LLC Only MHC Financial Services, LLC may, by a separate written assignment signed by MHC Financial Services, LLC assign, sell, or transfer to a secured party or assignee and no other secured party or assignee shall acquire any rights in, under or to this Contract or any sums due hereunder in any circumstances unless it acquires rights through an assignee of MHC Financial Services, LLC or its permitted assigns under this section. Any modification or change to such authoritative copy shall be VOID and of no force and effect except as expressly permitted by such electronic vaulting party in accordance with the instructions of the designated assignee with the right to control such authoritative copy. 26. PREPAYMENT FEE. Buyer shall have the right to prepay all or part of the principal indebtedness due under this Contract at any time. In consideration of such prepayment right, and as compensation to Seller for the loss of the benefit of his bargain, unless prohibited by applicable state law, Buyer shall also pay to Seller a percentage of the amount of the principal indebtedness being prepaid equal to 1/12 of 1% (.0083) multiplied by the number of full months remaining in the term of the Contract or the maximum rate allowed under applicable state law, if lower. 27. MISCELLANEOUS. (a) This Contract shall be binding, jointly and severally, upon all parties described as the "Buyer" and their respective heirs, executors, representatives, successors and assigns and shall insure to the benefit of Seller and its successors and assigns. (b) This Contract and any other evidence of the indebtedness given in connection herewith may be assigned by Seller to a third party without notice to Buyer and Buyer hereby waives any defense, counterclaim or cross-complaint by Buyer against any assignee, agreeing that Seller shall be solely responsible therefor. (c) Buyer acknowledges receipt of a true copy of this Contract, and waives acceptance thereof. (d) Buyer consents to Contract electronically with Seller for purposes of this Contract and any subsequent Contract between Buyer and Seller or Assignee and understands that Buyer is entering into a legal agreement by agreeing to this Contract and intends to be legally bound by such Contract. Any termination of Buyer's consent to conduct business electronically shall not affect the legal enforceability of any Contract entered into prior to such withdrawal of consent. This Contract may be executed in one or more counterparts and each counterpart with a mark demonstrating intent to be bound by the terms thereof, whether an original handwritten signature, facsimile, electronic acknowledgement, or any other mark accepted to bind parties to an agreement under applicable law is considered an original and all counterparts shall constitute one and the same instrument. (e) This Contract represents the final and only agreement between Seller and Buyer relating to Seller's financing of the Vehicle and Buyer's installment payments for the Vehicle and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. For purposes of clarification, this Contract does not control, govern, terminate or supersede the rights and obligations of Buyer or Seller with respect to any purchase order or agreement for the Collateral; instead, except as otherwise provided herein, this Contract solely governs the terms of the Buyer and Seller's financing and installment payment arrangement. (f) Buyer agrees that Buyer hereby waives any and all exemptions relating to any of the Collateral to the fullest extent allowed by law. (g) Buyer agrees to execute and deliver documents reasonably requested by Seller and to cooperate and take any action reasonably requested by Seller to correct any clerical errors, to facilitate any assignment of this Contract by Seller; or to further the intent of the transaction contemplated by this Contract. (h) Buyer irrevocably authorizes Seller at any time to (1) insert correct information on this Contract, including Buyer's correct legal name, serial numbers and description of the Vehicle; (2) submit notices and proofs of loss for any required insurance, and (3) endorse Buyer's name on remittances for insurance and Collateral sale or lease proceeds. Buyer agrees that Seller may access any information regarding the location, maintenance, operation of the Vehicle and the Collateral and Buyer hereby authorizes any third party in possession of that information to provide such information to Seller upon request. Buyer agrees that Buyer shall not disable or otherwise interfere with any information gathering or transmission device within or attached to the Vehicle and any Collateral and Seller may reactivate any such device. (i) Buyer hereby agrees that Seller, its affiliates, assigns, agents and independent contractors may monitor and record telephone conversations with Buyer. (j) Buyer and Seller both agree that this Contract is entered into by Buyer and Seller with an intent to comply with all applicable laws. In the event any amount in excess of that allowed by law is charged or recovered, any such charge will be deemed limited by the amount legally allowed and any amount received by Seller in excess of that legally allowed will be applied by Seller to the payment of amounts legally allowed under this Contract, or refunded to Buyer. 28. GOVERNING LAW; JURISDICTION; VENUE. (a) THIS CONTRACT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF SELLER'S PLACE OF BUSINESS WHERE THIS CONTRACT IS ACCEPTED AND SIGNED, WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. BUYER AGREES THAT THIS CONTRACT IS NOT SUBJECT TO ARTICLE 3 OF THE UNIFORM COMMERCIAL CODE AND IS NOT A NEGOTIABLE INSTRUMENT. (b) TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION AND VENUE IN THE DISTRICT COURT OF JOHNSON COUNTY, KANSAS; OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS; OR STATE OR FEDERAL COURTS HAVING JURISDICTION OVER THE SELLER'S LOCATION WHERE THIS CONTRACT IS ACCEPTED AND SIGNED; AND BUYER WILL NOT CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM FOR LEGAL ACTION. IF PURCHASED IN TEXAS: For questions or complaints about this contract, contact Seller at the phone number on the face of this Contract. The Office of Consumer Credit Commissioner (OCCC) is a state agency, and it enforces certain laws that apply to this contract. If a complaint or question cannot be resolved by contacting the Seller, consumers can contact the OCCC to file a complaint or ask a general credit-related question. OCCC address: 2601 N Lamar Blvd, Austin, Texas 78705. Phone: (800) 538-1579. Fax: (512) 936-7614. Website: occc.texas.gov. Email: [email protected]. 29. JURY WAIVER. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 30. SMS AUTHORIZATION. Buyer authorizes Seller, its affiliates, assignees, agents and independent contractors to contact Buyer at any phone number Buyer provides to Seller or from which Buyer places a call to Seller or any telephone number which Seller believes Buyer may be reached, using any means of communication, including, but not limited to, calls or text messages and calls or text messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Buyer incurs charges for such communications. Consent to these terms is not a condition of purchase of the Vehicle or this Agreement. 31. GPS AUTHORIZATION. If Buyer authorizes a GPS device such authorization shall be documented through a separate addendum through which shall authorize Seller, its affiliates, assignees, agents and independent contractors to install, provide, and monitor GPS devices and related data for each Vehicle. Buyer acknowledges that Seller is solely responsible for complying with all applicable laws regarding required consents from any individual using the Vehicle. NOTICE - SEE ALL PAGES FOR IMPORTANT TERMS WHICH ARE PART OF THIS CONTRACT. WARNING: LIABILITY INSURANCE FOR BODILY INJURY AND PROPERTY DAMAGE CAUSED TO OTHERS NOT INCLUDED UNDER THIS CONTRACT. NOTICE TO BUYER: 1. DO NOT SIGN THIS CONTRACT BEFORE YOU HAVE READ AND UNDERSTAND EACH PROVISION OR IF IT CONTAINS ANY BLANK SPACES. 2. YOU ARE ENTITLED TO AN EXACT COPY OF THE CONTRACT YOU SIGN. 3. UNDER THE LAW YOU HAVE THE RIGHT TO PAY OFF IN ADVANCE THE FULL AMOUNT DUE AND UNDER CERTAIN CONDITIONS MAY OBTAIN A PARTIAL REFUND OF THE FINANCE CHARGE (TIME PRICE DIFFERENTIAL). KEEP THIS CONTRACT TO PROTECT YOUR LEGAL RIGHTS. BUYER ACKNOWLEDGES THAT (1) A TRUE COPY OF THIS CONTRACT HAS BEEN RECEIVED, READ; (2) BUYER HAS HAD THE OPPORTUNITY TO TAKE A COPY OF THIS CONTRACT TO REVIEW BEFORE EXECUTION; AND (3) THIS CONTRACT WAS COMPLETELY FILLED IN BEFORE BEING SIGNED. BUYER CONFIRMS CONSENT TO RECEIVE TEXT/SMS MESSAGES AS SET FORTH IN SECTION 30: _______ INITIAL). SELLER: MHC KENWORTH - OKLAHOMA CITY BUYER: Jeff Davis & Sons Farm & Metals LLC *BY: Dan Anderson DATE: 2/14/2023 *BY: Jeff Davis & Sons Farm & Metals LLC DATE: 2/14/2023 DOCUMENTARY OR ADMINISTRATIVE FEE NOTICE AND DISCLOSURES: IF PURCHASED IN IOWA: DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO A BUYER FOR THE PREPARATION OF DOCUMENTS AND THE PERFORMANCE OF RELATED SERVICES. THE MAXIMUM AMOUNT THAT MAY BE CHARGED FOR A DOCUMENTARY FEE IS DETERMINED BY IOWA CODE SECTION 322.19A. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN ILLINOIS: DOCUMENTARY FEE. A DOCUMENTARY FEE IS NOT AN OFFICIAL FEE. A DOCUMENTARY FEE IS NOT REQUIRED BY LAW, BUT MAY BE CHARGED TO BUYERS FOR HANDLING DOCUMENTS AND PERFORMING SERVICES RELATED TO CLOSING OF A SALE. THE BASE DOCUMENTARY FEE BEGINNING JANUARY 1, 2008 WAS $150. THE MAXIMUM AMOUNT THAT MAY BE CHARGED FOR A DOCUMENTARY FEE IS THE BASE DOCUMENTARY FEE OF $150 WHICH SALE SHALL BE SUBJECT TO AN ANNUAL RATE ADJUSTMENT EQUAL TO THE PERCENTAGE OF CHANGE IN THE BUREAU OF LABOR STATISTICS CONSUMER PRICE INDEX. THIS NOTICE IS REQUIRED BY LAW. IF PURCHASED IN MISSISSIPPI: A DOCUMENT/SERVICE FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW, HOWEVER, IT MAY BE CHARGED TO A BUYER/LESSEE FOR THE PREPARATION, HANDLING AND PROCESSING OF DOCUMENTS AND THE PERFORMANCE OF SERVICES RELATED TO THE SALE OR LEASE OF A MOTOR VEHICLE AND MAY INCLUDE DEALER PROFIT. THIS NOTICE IS REQUIRED BY REGULATION OF THE MISSISSIPPI MOTOR VEHICLE COMMISSION. IF PURCHASED IN ANY OTHER STATE: AN ADMINISTRATIVE OR DOCUMENTARY FEE IS NOT AN OFFICIAL FEE AND IS NOT REQUIRED BY LAW BUT MAY BE CHARGED BY A DEALER. THIS FEE MAY RESULT IN A PROFIT TO DEALER. NO PORTION OF THIS FEE IS FOR THE DRAFTING, PREPARATION, OR COMPLETION OF DOCUMENTS OR THE PROVIDING OF LEGAL ADVICE. ASSIGNMENT If this contract is assigned to MHC Financial Services, LLC, the following form of assignment will be used. ASSIGNMENT. For value received, Seller hereby sells, assigns and otherwise transfers to MHC Financial Services, LLC its successors and assigns, all of Seller’s right title and interest in and to (1) this Contract, (2) all rights and remedies hereunder, (3) all payments and other amounts due and to become due hereunder, (4) all insurance proceeds and other proceeds, and (5) all Collateral. This instrument is not an assignment of any Seller’s obligations to the Buyer. Seller authorizes MHC Financial Services, LLC its successors or assigns, to do every act or thing necessary to collect and discharge the same. SELLER: MHC KENWORTH - OKLAHOMA CITY DocuSigned by: [Signature] Vice President/General Manager *BY: TITLE: DATE: Copy of Original DESCRIPTION OF VEHICLE COLLATERAL YEAR MAKE MODEL VEHICLE IDENTIFICATION NUMBER NEW/USED PRICE OF VEHICLE 2023 KW/W900L 1XKWD49X0PR216043 New $270,600.00 Copy of Original SELLER: MHC KENWORTH - OKLAHOMA CITY BUYER: Jeff Davis & Sons Farm & Metals LLC BY: Dan Anderson BY: [signature] DATE: 02/14/2023 DATE: 02/14/2023 Schedule E: Purchased Equipment Listing for the Security Agreement dated on or about February 14, 2023 Between (BUYER): Jeff Davis & Sons Farm & Metals LLC and (SELLER): MHC KENWORTH - OKLAHOMA CITY Which includes, without limitation, an item of Collateral with the following Vehicle Identification Number: 1XKWD49X0PR216043 Borrower: Jeff Davis & Sons Farm & Metals LLC Guarantor(s): Davis, Jeffery TO: MHC FINANCIAL SERVICES, LLC For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the extension of credit to Jeff Davis & Sons Farm & Metals LLC, a Oklahoma corporation, (the "Borrower") the undersigned, for themselves, their heirs, executors, representatives, successors and assigns (each individually, a "Guarantor", if more than one, the "Guarantors") hereby jointly and severally unconditionally guarantee and promise to pay to the order of MHC Financial Services, LLC, a Missouri Limited Liability Company, (as original creditor or assignee) its successors, endorsers and assigns (collectively, "MHC"), in lawful money of the United States of America, any and all indebtedness of the Borrower of MHC. The word "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations, and liabilities of the Borrower heretofore, now, or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether direct or acquired by MHC by assignment or succession, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether the Borrower may be liable individually or jointly with others, or whether recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, or whether such indebtedness may be or hereafter become otherwise unenforceable, together with all costs and expenses of collection and attorneys' fees, all without relief from valuation and appraisement laws. This Guaranty is an absolute and unconditional guaranty of payment and not of collectability. The liability of each Guarantor hereunder is not conditional or contingent upon the genuineness, validity, sufficiency or enforceability of the Indebtedness or any instruments, contracts, agreements or chattel paper related thereto (collectively, the "Agreements") or any security or collateral therefore (collectively, the "Security") or the pursuit by MHC of any rights or remedies which it now has or may hereafter have. If the Borrower fails to pay the Indebtedness as the same becomes due, or otherwise fails to perform any obligation under any of the Agreements, each Guarantor agrees to pay on demand the entire Indebtedness and all losses, costs, attorneys' fees and expenses which may be suffered by MHC by reason of the Borrower's default or the default of any other Guarantor hereunder, and agrees to be bound by and to pay on demand any deficiency established by the sale of any of the Agreements or the Security, all without relief from valuation and appraisement laws and without requiring MHC to (I) proceed against the Borrower by suit or otherwise, (II) foreclose, proceed against, liquidate or exhaust any of the Agreements or the Security or (III) exercise, pursue or enforce any right or remedy MHC may have against the Borrower, any other Guarantor (whether hereunder or under a separate instrument) or any other party. Each Guarantor agrees that: (I) this Guaranty shall not be discharged or affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety, or by the death of any Guarantor; (II) the records of MHC shall be received as conclusive evidence of the amount of the Indebtedness at any time owing; (III) one or more successive or concurrent suits may be brought and maintained against any or all of the Guarantors, at the option of MHC, with or without joinder of the Borrower or any of the other Guarantors as parties thereto; (IV) such Guarantor will not avail itself of any defense whatsoever which the Borrower may have against MHC other than full payment of the Indebtedness; (V) such Guarantor will waive any defense whatsoever which the Guarantor may have against MHC other than full payment of the Indebtedness; (VI) such Guarantor waives all rights to file a counterclaim in any action brought by MHC as well as a waiver of any claim of consequential or punitive damages; (VII) such Guarantor will not seek a change of venue from any jurisdiction in which any action, proceeding or litigation is commenced; (VIII) such Guarantor is not a Blocked Person; and (IX) any indebtedness of the Borrower (now or hereafter held by such Guarantor is hereby subordinated to the Indebtedness, and such indebtedness of the Borrower to such Guarantor shall, at the request of MHC, be collected, enforced and received by such Guarantor as trustee for MHC and be paid over to MHC on account of the Indebtedness without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty. Guarantor may file a separate action pursuant to the waiver of counterclaims but venue and jurisdiction is limited to the venue and jurisdiction provisions of this Continuing Guaranty and the Agreements. EACH GUARANTOR HEREBY WAIVES NOTICE OF ANY ADVERSE CHANGE IN THE BORROWER'S FINANCIAL CONDITION OR OF ANY OTHER FACT WHICH MIGHT MATERIALLY INCREASE SUCH GUARANTOR'S RISK, WHETHER OR NOT MHC HAS KNOWLEDGE OF THE SAME. EACH GUARANTOR ALSO HEREBY WAIVES ANY CLAIM, RIGHT OR REMEDY WHICH SUCH GUARANTOR MAY NOW HAVE OR HEREINAFTER ACQUIRE AGAINST THE BORROWER THAT ARISES HEREUNDER AND/OR FROM THE PERFORMANCE BY ANY GUARANTOR HEREUNDER INCLUDING, WITHOUT LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT OR REMEDY OF MHC AGAINST THE BORROWER OR ANY SECURITY WHICH MHC NOW HAS OR HEREAFTER ACQUIRES. WHETHER OR NOT SUCH CLAIM, RIGHT OR REMEDY ARISES IN EQUITY, UNDER CONTRACT, BY STATUTE, UNDER COMMON LAW OR OTHERWISE. TO THE EXTENT PERMITTED BY LAW, GUARANTOR WAIVES ANY CLAIM FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY RELATING TO THE SECURITY AND SHALL LOOK SOLELY TO THE SELLER OF THE SECURITY (COLLATERAL) OR ANY MANUFACTURER AS TO ANY WARRANTY CLAIM. No termination hereof shall be effective as to any particular Guarantor until such Guarantor has delivered to MHC a written notice signed by them electing not to guarantee any new extension of credit that may be granted by MHC to the Borrower after MHC's actual receipt of such notice, but such notice shall not affect the obligations of such Guarantor hereunder as to any and all Indebtedness existing at the time such notice is received. Each Guarantor hereby waives: (I) notice of acceptance hereof and notice of extensions of credit given by MHC to the Borrower from time to time; (II) presentment, demand, protest, and notice of non-payment or protest as to any note or other evidence of indebtedness signed, accepted, endorsed or assigned to MHC by the Company; (III) all exemptions and homestead laws; and (IV) any other demands and notices required by law. MHC may at any time and from time to time, without notice or the consent of any Guarantor, and without affecting or impairing the obligation of any Guarantor hereunder: (I) renew, extend or refinance any part of all the Indebtedness of the Borrower or any indebtedness of its customers or of any Guarantor (whether hereunder or under a separate instrument) or any other party, (II) accept partial payments of the Indebtedness and apply such payments to any part of the Indebtedness; (III) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate, in any manner, any of the Indebtedness, any Security, or any indebtedness of any Guarantor (whether hereunder or under a separate instrument) or any other party; (IV) consent to the transfer of any Security; (V) bid and purchase at any sale of any of the Agreements or the Security; (VI) exercise any and all rights and remedies available to MHC by law or agreement even if the exercise thereof may affect any rights or remedies which any Guarantor may have against the Borrower; and (VII) modify or eliminate any rights or remedies which any Guarantor may have against the Borrower. Each Guarantor shall continue to be liable under this Guaranty, the provisions hereof shall remain in full force and effect, and MHC shall not be stopped from exercising any rights hereunder, notwithstanding (I) MHC's waiver of, or failure to enforce any of the terms, covenants or conditions contained in any of the Agreements; (II) any release of, or failure on the part of MHC to perfect any security interest in or foreclose, proceed against, or exhaust, any Security; or (III) MHC's failure to take new, additional or substitute security or collateral for the Indebtedness. This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the Indebtedness and all other amounts payable under this Guaranty, (ii) be binding upon Guarantor and Guarantor's heirs, executors, successors and assigns, and (iii) inure to the benefit of and be enforceable by MHC and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (iii), MHC may assign or otherwise transfer all or any part of the obligations and/or retail installment agreements to any other person, and such other person shall thereupon become vested with all the rights in respect thereof granted to MHC herein or otherwise. All rights and remedies of MHC hereunder are cumulative and not alternative. Each provision of this Guaranty is intended to be severable. Any term or provision hereof declared to be contrary to, prohibited by or invalid under applicable laws or regulations shall be inapplicable and deemed omitted herefrom, but shall not invalidate the remaining terms and provisions hereof. The obligations of Guarantor hereunder shall be in addition to any obligations of Guarantor under any other guarantees of the obligations set forth above and/or any obligations of Borrower or any other persons/ entities heretofore or hereafter given to MHC, and this Guaranty shall not affect or invalidate any such other guarantees. The liability of Guarantor to MHC shall at all times be deemed to be the aggregate liability of Guarantor under the terms of this Guaranty and any other guarantees given by Guarantor to MHC. Notwithstanding any modification, discharge or extension of the obligations set forth above or any amendment, modification, stay or cure of MHC's rights which may occur in any bankruptcy or reorganization case or proceeding concerning Borrower whether permanent or temporary, and whether asserted to be by MHC, Guarantor hereby agrees that Guarantor shall be obligated hereunder to pay and perform the obligations set forth above and discharge other obligations in accordance with the terms of the obligations set forth above and the terms of this Guaranty in effect on the date hereof. Guarantor understands and acknowledges that by virtue of this Guaranty, Guarantors has specifically assumed any and all risks of a bankruptcy or reorganization case or proceeding with respect to Borrower. Where the Borrower is a corporation, other artificial entity or organization, or partnership, it is not necessary for MHC to inquire into the power of the Borrower or of the officers, directors, partners or agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance upon the exercise of such powers shall be guaranteed hereunder. In addition to all other obligations hereunder, Guarantor shall insure that Borrower shall not: (a) Change its name, address, form or state of organization without giving MHC at least thirty (30) days prior written notice thereof; (b) Permit the sale or transfer of a majority of its ownership interests to any person or entity (whether in one transaction or in multiple transactions) which results in a transfer of a majority interest in the ownership and/or the control of Borrower from the person, persons, entity or entities who hold ownership and/or control of Borrower as of the date of this Guaranty; (c) Consolidate or merge with or into any person or entity; (d) Allow a Blocked Person to have an ownership interest in or control of Borrower; or (e) Sell, transfer or otherwise dispose of all or substantially all of its assets. "Blocked Person" under this Guaranty means any person or entity that is now or at any time (A) on a list of Specially Designated Nationals issued by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury or any sectoral sanctions identification list, or (B) whose property or interests in property are blocked by OFAC or who is subject to sanctions imposed by law, including any executive order of any branch or department of the United States government or (C) otherwise designated by the United States or any regulator having jurisdiction or regulatory oversight over MHC, to be a person with whom MHC is not permitted to extend credit to or with regard to whom, a transactional relationship may result in penalties against MHC or limitations on MHC's ability to enforce a transaction. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MHC'S PLACE OF BUSINESS WHERE THE AGREEMENTS ARE ACCEPTED AND SIGNED, WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. GUARANTOR AGREES THAT THIS CONTRACT IS NOT SUBJECT TO ARTICLE 3 OF THE UNIFORM COMMERCIAL CODE AND IS NOT A NEGOTIABLE INSTRUMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, GUARANTOR IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION AND VENUE IN THE DISTRICT COURT OF JOHNSON COUNTY, KANSAS; OR THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF KANSAS; OR STATE OR FEDERAL COURTS HAVING JURISDICTION OVER THE MHC LOCATION WHERE THE AGREEMENTS ARE ACCEPTED AND SIGNED; AND GUARANTOR WILL NOT CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM FOR LEGAL ACTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CONTINUING GUARANTY AND/OR ANY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Any married person who signs this Guaranty hereby expressly agrees that recourse may be had against such person’s separate property for all obligations under this Guaranty. IN WITNESS WHEREOF, the undersigned Guarantor(s) have executed this Continuing Guaranty on this February 14, 2023 *By: ____________________________ Name: Jeffery Davis Title: Individual Sir or Madam: We, the undersigned Buyers, have entered into one or more conditional sale contracts, lease agreements, chattel mortgages, security agreements, factoring services agreements, notes and/or other loan agreements (herein designated “Accounts”) with you, the Seller, pursuant to which you have made direct loans to us and/or otherwise extended credit to us evidenced by the Accounts. The Accounts provide for debts, liabilities and obligations that create and/or are secured by a security interest in collateral (described in the Accounts herein designated “Collateral"). In order to induce you to: (i) extend credit to us, (ii) extend our time of payment on one or more Accounts, (iii) make the loans or additional loans to us, (iv) purchase receivables from us, (v) lease Collateral to us, and/or (vi) to purchase additional Accounts, and in consideration of you so doing, and for other good and valuable consideration the receipt of which we hereby acknowledge, we agree as follows. All presently existing and hereafter acquired Collateral (the description of which is incorporated herein by reference) in which you have or shall have a security interest shall secure the payment and performance of all of our liabilities and obligations to you of every kind and character, whether joint or several, direct or indirect, absolute or contingent, due or to become due, and whether under presently existing or hereafter created Accounts or agreements, or otherwise (herein individually and collectively designated “Obligations"). We further agree that your security interest in the Collateral covered by any Account now held or hereafter acquired by you shall not be terminated in whole or in part until and unless all of our Obligations to you are fully paid and satisfied and the terms of every Account now owned or hereafter acquired by you have been fully performed by us. It is further agreed that you are to retain your security interest in all Collateral covered by all Accounts now owned or hereafter acquired by you, as security for payment and performance under each Account, notwithstanding the fact that one or more of such Accounts may become fully paid. A default under any of our Obligations to MHC Financial Services, LLC either monetary or non-monetary, shall be deemed to be a default under all other Accounts and agreements. A default shall result if we fail to pay any sum when due on any Accounts or agreement, or if we breach any of the other terms and conditions thereof, or if we are in default as defined or otherwise described in any Account or agreement, or if we become insolvent, cease to do business as a going concern, make an assignment for the benefit of creditors, or if a petition for a receiver or is bankruptcy is filed by or against us, or if any of our property is seized, attached or levied upon. Upon our default any or all Accounts and agreements shall, at your option, become immediately due and payable without notice or demand to us or any other part obligated thereon, and you may exercise any and all rights and remedies of a secured party under the Uniform Commercial Code as enacted in the applicable jurisdiction(s) and as otherwise granted or accorded to you under any Account, other agreement, rule of law, judicial decision or statute. We hereby waive, to the maximum extent permitted by law, notices of default, notices of repossession and sale or other disposition of Collateral, and all other notices, and in the event any such notice cannot be waived, we agree that if such notice is mailed to us postage prepaid at the address shown below at least ten (10) days prior to the exercise by you or any of your rights, or remedies, such notice shall be deemed to be reasonable and shall fully satisfy any requirement for giving notice. All rights and remedies granted to you hereunder shall be cumulative and not alternative, shall be in addition to and shall in no manner impair or affect your rights and remedies under any existing Account, agreement, statute, judicial decision or rule of law. This instrument is intended to create cross default and cross-security between and among all Accounts now owned or hereafter acquired by you. In the event of any conflict between the terms of this instrument and the terms of any Account or other agreement, the terms of this instrument shall control. This agreement may not be varied or altered nor its provisions waived except by your duly executed written agreement. This agreement shall inure to the benefit of your successors and assigns and shall be binding upon our heirs, administrators, executors, legal representatives, successors and assigns. IN WITNESS WHEREOF, We, the undersigned Buyer(s) have executed this Agreement on: February 14, 2023 BUYER(S): *By ____________________________ Name: Jeff Davis & Sons Farm & Metals LLC Title: Corporate By: ____________________________ Name: Title: CERTIFIED COPY OF LIMITED LIABILITY COMPANY RESOLUTIONS The undersigned certifies that undersigned is an appointed officer and authorized representative of: Jeff Davis & Sons Farm & Metals LLC (Name of Company Buyer) a(n) Oklahoma Limited Liability Company ("this Company") and that as such, undersigned is authorized to execute this Certification on behalf of this Company, and further certifies that the following is true and correct copy of resolutions adopted by appropriate action of the Members and/or Managers of this Company, in accordance with the Articles and Operating Agreement of this Company, and that said resolutions have not been in any way amended, annulled, rescinded or revoked and are in full force and effect: WHEREAS, this Company is or is about to become indebted to MHC KENWORTH - OKLAHOMA CITY ("Seller") and, WHEREAS, the Owner of this Company, Jeffery Davis ("Authorized Representative"), has executed or is about to execute to Seller a retail installment contract, security agreement, promissory note or other agreement (the "Contract" evidencing the purchase by this Company of Various Equipment and WHEREAS, the Members and/or Managers of this Company have examined a copy of the Contract and approved the terms thereof. NOW, THEREFORE, BE IT RESOLVED, that the execution and delivery to Seller of the contract for this Company and its Authorized Representative be and the same are hereby authorized, approved and ratified as the act and deed of this Company. FURTHER RESOLVED, that the Authorized Representative and/or any other officer of this Company be, and each of them hereby is, authorized in the name and on behalf of this Company to do all such acts and things and to execute all such instruments and documents as, in the opinion of the officer acting, may be necessary, desirable or proper to carry into effect the purpose of the foregoing resolution, and to effect the performance by this Company of its obligations under the Contract. I DO FURTHER CERTIFY that this Company is in good standing in all jurisdictions in which it is required to be qualified to do business and that the execution of the Contract is not in violation of the charter, by-laws or agreements of this Corporation. IN WITNESS WHEREOF, I have hereunto set my hand affixed the seal of the Corporation this February 14, 2023 *By: ____________________________ *Name: Jeffery Davis *Title: Owner