Channel Partners Capital, LLC v. Wynrock Speed Shop, Inc.

IN THE DISTRICT COURT OF MCCLAIN COUNTY STATE OF OKLAHOMA CHANNEL PARTNERS CAPITAL, LLC, Plaintiff, v. WYNROCK SPEED SHOP, INC., CYNTHIA SOMERS, and SHAWN CHRISTIAN, Defendants. COMES NOW Channel Partners Capital, LLC ("Channel"), by and through undersigned counsel, and for its Petition for breach of contract against Defendants Wynrock Speed Shop, Inc., Cynthia Somers, and Shawn Christian ("Defendants"), states as follows: FACTS COMMON TO ALL COUNTS 1. Channel is a Delaware limited liability company duly organized and existing by virtue of law, with its principal place of business located at 10900 Wayzata Blvd, Ste. 300, Minnetonka, Minnesota, 55305. 2. Defendant Wynrock Speed Shop, Inc. ("Wynrock") is an Oklahoma corporation with its principal place of business located at 2311 N 9th Avenue, Purcell, OK 73080. 3. Defendant Cynthia Somers ("Somers") is an individual residing at 3116 Thousand Oaks Drive, Purcell, OK 73080, and is an owner/officer of Defendant Wynrock Speed Shop, Inc. 4. Defendant Shawn Christian ("Christian") is an individual residing at 3116 Thousand Oaks Drive, Purcell, OK 73080, and is an owner/officer of Defendant Wynrock Speed Shop, Inc. 5. Venue of this action is proper in the county above named because Defendants are located and reside in said county. The Court has jurisdiction over the subject matter of this action and the parties hereto. 6. Plaintiff has verified that neither Defendant Cynthia Somers nor Defendant Shawn Christian is active military based on a search on the Servicemembers Civil Relief Act (SCRA) website. 7. On or about November 9, 2022, Somers, on behalf of Wynrock, executed a Master Equipment Finance Agreement ending in 6012 and a corresponding Equipment Finance Agreement Schedule ending in 55-1M in favor of Channel ("Agreement 1"), whereby it agreed to make 36 monthly payments of $1,018.25 for the financing of certain Equipment specified therein ("Collateral 1"). A true and correct copy of Agreement 1 is attached hereto as Exhibit A and incorporated herein by reference. 8. As part of Agreement 1, and as consideration for the same, Somers executed a Personal Guaranty ("Guaranty 1") for all obligations of Wynrock under Agreement 1. A true and correct copy of Guaranty 1 is included in Agreement 1 and is incorporated herein by reference. 9. Wynrock and Somers also agreed to pay Plaintiff's reasonable attorneys' fees and costs arising from efforts to enforce Agreement 1 after default. (Ex. A, pg. 2, ¶ 12). 10. Wynrock & Somers breached Agreement 1 when they failed to make a payment on September 5, 2024. 11. Channel has performed all of its obligations pursuant to Agreement 1 and Guaranty 1. 12. As of April 17, 2025, Wynrock and Somers owed $9,515.84 in past due payments and late charges on Agreement 1 and Guaranty 1. 13. As of April 17, 2025, after all just credits and set-offs, there is a balance due to Channel upon Agreement 1 and Guaranty 1 in the amount of $16,572.94, plus continuing interest at the rate of 18% per annum on the unpaid balance. 14. On or about June 23, 2023, Christian, on behalf of Wynrock, executed a Master Equipment Finance Agreement ending in 9304 and a corresponding Equipment Finance Agreement Schedule ending in 4-1MT in favor of Channel d/b/a Trio Capital ("Agreement 2"), whereby it agreed to make 48 monthly payments of $1,905.00 for the financing of certain Equipment specified therein ("Collateral 2"). A true and correct copy of Agreement 2 is attached hereto as Exhibit B and incorporated herein by reference. 15. As part of Agreement 2, and as consideration for the same, Christian and Somers both executed a Personal Guaranty ("Guaranty 2") for all obligations of Wynrock under Agreement 2. A true and correct copy of Guaranty 2 is included in Agreement 2 and is incorporated herein by reference. 16. Wyrock and Somers also agreed to pay Plaintiff's reasonable attorneys' fees and costs arising from efforts to enforce Agreement 2 after default. (Ex. B, pg. 2, ¶ 12). 17. Wynrock, Christian, and Somers breached Agreement 2 when they failed to make a payment on September 15, 2024. 18. Channel has performed all of its obligations pursuant to Agreement 2 and Guaranty 2. 19. As of April 17, 2025, Wynrock and Somers owed $17,284.07 in past due payments and late charges on Agreement 2 and Guaranty 2. 20. As of April 17, 2025, after all just credits and set-offs, there is a balance due to Channel upon Agreement 2 and Guaranty 2 in the amount of $64,810.82, plus continuing interest at the rate of 18% per annum on the unpaid balance. COUNT I: BREACH OF AGREEMENT 1 AND AGREEMENT 2 BY WYNROCK 21. Channel restates and reincorporates its statements in Paragraphs 1 – 20, as if fully set forth herein. 22. The facts set forth herein constitute a compensable breach of Agreements 1 and 2 Defendant Wynrock. WHEREFORE, Channel prays for judgment against Defendant Wynrock for breach of Agreement 1 and Agreement 2 in the amount of $81,383.76, plus pre-judgment interest at the contractual rate of 18% per year as per the contract from and after April 17, 2025, post-judgment interest as allowed by contract or statute, costs, attorneys’ fees, and for such other and further relief as the Court deems just and equitable. COUNT II – BREACH OF GUARANTY 1 AND GUARANTY 2 BY SOMERS 23. Channel restates and reincorporates its statements in Paragraphs 1 – 22, as if fully set forth herein. 24. The facts set forth herein constitute a compensable breach of Guaranty 1 and Guaranty 2 by Defendant Somers. WHEREFORE, Channel prays for judgment against Defendant Somers for breach of Guaranty 1 and Guaranty 2 in the amount of $81,383.76, plus pre-judgment interest at the contractual rate of 18% per year as per the contract from and after April 17, 2025, post-judgment interest as allowed by contract or statute, costs, attorneys’ fees, and for such other and further relief as the Court deems just and equitable. COUNT III – BREACH OF GUARANTY 2 BY CHRISTIAN 25. Channel restates and reincorporates its statements in Paragraphs 1 – 24, as if fully set forth herein. 26. The facts set forth herein constitute a compensable breach of Guaranty 2 by Defendant Christian. WHEREFORE, Channel prays for judgment against Defendant Christian for breach of Guaranty 2 in the amount of $64,810.82, plus pre-judgment interest at the contractual rate of 18% per year as per the contract from and after April 17, 2025, post-judgment interest as allowed by contract or statute, costs, attorneys’ fees, and for such other and further relief as the Court deems just and equitable. Respectfully Submitted this _____day of ________________________, 2025. BERMAN & RABIN, P.A. /s/ [signature] Crystal Griffin OK Bar No. 31460 P.O. Box 1382 Choctaw, Oklahoma 73020 [email protected] Phone: (913) 649-1555 Fax: (913) 652-9474 ATTORNEYS FOR PLAINTIFF IN THE DISTRICT COURT OF MCCLAIN COUNTY STATE OF OKLAHOMA CHANNEL PARTNERS CAPITAL, LLC, Plaintiff, v. WYNROCK SPEED SHOP, INC., CYNTHIA SOMERS, and SHAWN CHRISTIAN, Defendants. Case No. CJ-26-10 AFFIDAVIT OF NON-MILITARY SERVICE STATE OF __________________________ ) COUNTY OF __________________________ ) ss: I, Crystal Griffin, of lawful age, being first duly sworn, on oath state that I am an attorney for Plaintiff in the above-entitled case, and I make this Affidavit pursuant to the provisions of the Servicemembers Civil Relief Act of 2003; that I have caused a careful investigation to be made to ascertain whether or not Defendant Cynthia Somers or Shawn Christian is in the active service of the Army of the United States, the United States Navy, the United States Marine Corps, the United States Coast Guard, the United States Air Force, the National Guard, or of any Public Health Service detailed by proper authority for duty with the military; and, that as a result of said investigation I hereby state that to the best of my knowledge neither Defendant is in any of the above-named branches of the military service, nor has either Defendant received notice of induction or notice to report for active service. FURTHER THE AFFIANT SAYETH NOT _________________________________________ Crystal Griffin Subscribed and sworn to before me this ____ day of ________________________________, 2025 ____________________________________ Notary Public CHANNEL PARTNERS Equipment Finance Master Equipment Finance Agreement CUSTOMER: Please verify this section and complete any missing information Customer Full Legal Name: Wyrock Speed Shop Inc Street Address: 301 E CHEEROKEE ST City: LINDSAY State: OK Zip Code: 73052 Business Phone[REDACTED] Email[REDACTED] INSTRUCTIONS: The words "You", "Your" and "Customer" refer to the customer (the party who is borrowing funds against the Equipment or as a direct loan); "We", "Us", "Our" and "Secured Party" refer to Channel Partners Capital, LLC d/b/a Channel Partners Equipment Finance, and its successors and assigns, the secured party. Please complete and/or verify information and sign or authenticate where noted. Please call with any questions. 1. MASTER EQUIPMENT FINANCE AGREEMENT & SCHEDULES: You have requested that we finance the purchase price of the goods ("Equipment") and, if applicable, finance certain software and/or software license(s) ("Licensed Software"), software components, including but not limited to, software maintenance and/or support ("Products") and/or implementation, integration, training, technical consulting and/or professional services in connection with software ("Services") (collectively, the "Financed Items," which are included in the word "Equipment" unless separately stated) from software licensor(s) and/or Supplier(s) (collectively, the "Supplier"), all as described in a related Equipment Finance Agreement Schedule ("Schedule"). Each Schedule shall constitute a separate agreement distinct from this Master Equipment Finance Agreement ("Master EFA") and is subject to all of the terms and conditions contained herein. This Master EFA shall constitute a separate agreement distinct from each Schedule and is subject to all of the terms and conditions of each Schedule. In the event of a conflict between this Master EFA and a Schedule, the provisions of the Schedule (and any Addendum thereto) shall prevail. The term "EFA" when used herein means collectively, each Schedule and this Master EFA. Capitalized terms used and not otherwise defined herein shall have the same meanings given in a Schedule. The term of this Master EFA begins on the first Schedule's "Commencement Date" (as provided in each Schedule) and continues as long as any Schedule remains unpaid. The Commencement Date with respect to each Schedule is the date on which such Schedule shall commence, which date is the date on which We in our sole discretion have provided Our acceptance of such Schedule. You authorize Us to insert or correct information on the EFA including Your proper legal name, address, dates and Equipment description. All notices shall be in writing addressed to You at Your address stated herein or to Us at 11100 Wayzata Boulevard, Suite 306, Minnetonka, Minnesota 55305. 2. EQUIPMENT: You have chosen the Equipment as set forth on each Schedule as applicable. You represent and warrant that the Equipment is financed and that You will use the Equipment for commercial or business purposes only and not for personal, family, agricultural or household purposes. If the Equipment is unsatisfactory, You agree that your only remedy is against the Supplier or manufacturer and You have no remedy for damages against Us. The occurrence of the earlier of: (i) Your confirmation to Us by phone, (ii) Your execution of the Delivery & Acceptance of Equipment on the Schedule, (iii) the lapse of fifteen (15) days after delivery of the Equipment to You if You have not given written notice to Us of Your non-acceptance of the Equipment prior to the lapse of such fifteen-day period or (iv) the lapse of fifteen (15) days after delivery of the Equipment to You if You have given written notice to Us of Your non-acceptance of the Equipment and failed to return the Equipment to the Supplier prior to the lapse of such fifteen (15) day period shall: (a) in each case constitute Your acknowledgement that You have inspected the Equipment, found it satisfactory in all respects and have irrevocably accepted it "as is", "where is" and without recourse, representation or warranty of any kind express or implied and (b) be a condition precedent for the occurrence of the Commencement Date. You will maintain Equipment location records and provide Equipment location to Us upon demand. You are responsible, at Your expense, for keeping the Equipment in good repair, condition and working order, except for normal wear and tear. You will keep the Equipment free and clear of all liens and claims. You are responsible for complying with all laws relating to the Equipment or its use and to protect the Equipment from damage, seizure or loss. You will continue to make payments if any damage, seizure or loss occurs to any part of the Equipment, provided that if the Equipment is completely destroyed, seized or lost You shall pay Us the Default Amount described in the Default and Remedies section of the EFA on the next payment date. We are not responsible for any losses, damages or injuries caused by the installation or use of the Equipment or from any other loss while You indemnify Us and Our affiliates and Our and Our affiliates’ shareholders, directors, officers, employees, agents and assignees against any claims, actions, damages, fines, penalties, causes of action, suits or other legal proceedings or liabilities including all attorneys’ fees, arising out of or connected with the EFA or any Equipment (collectively "Claims"), except for Claims arising out of or related to Our gross negligence, willful misconduct or fraud. Such indemnification shall survive expiration, cancellation or termination of the EFA. 3. WARRANTY DISCLAIMERS: WE ARE FINANCING EQUIPMENT FOR YOU "AS IS" "WHERE IS" AND WITH ANY AND ALL FAULTS. YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT ON EACH SCHEDULE BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. AS WE DID NOT SELECT, MANUFACTURE, SUPPLY OR INSPECT THE EQUIPMENT, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. WE ARE NOT RESPONSIBLE FOR PACKAGING, DELIVERY INSTALLATION OR TESTING OF THE EQUIPMENT. THE SUPPLIER IS NOT AN AGENT OF OURS AND NOTHING THE SUPPLIER STATES CAN AFFECT YOUR OBLIGATION UNDER THIS AGREEMENT. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THE EFA REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER. SO LONG AS YOU ARE NOT IN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US. 4. REPRESENTATIONS: You represent and warrant to Us that: You, and each of the individuals signing or authenticating the EFA, have the lawful power and authority to enter into the EFA; by entering into the EFA You will not violate any law or other agreement, and the location of Your chief executive office, state of incorporation or organization, exact legal name, place of residence and Federal Tax ID number have been provided to Us. The EFA will constitute Your legal, valid and binding obligation, enforceable against You in accordance with the terms hereof. If a registered organization, You represent and warrant to Us that You are duly organized, duly authorized, validly existing and in good standing. THE EFA CANNOT BE TERMINATED OR CANCELED BY YOU FOR ANY REASON. Your obligation to make payments under the EFA is absolute and unconditional. 5. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR LEASE THE EQUIPMENT OR YOUR RIGHTS UNDER THE EFA EXCEPT TO THE EXTENT WE PROVIDE OUR PRIOR WRITTEN CONSENT (NOT TO BE UNREASONABLY WITHHELD). You understand that We, without prior notice, have the right to assign, sell or otherwise transfer the EFA without notice to You. You understand that Our assignee will have the same rights and benefits as Us. You agree that the rights of Our assignee will not be subject to any claims, defenses or setoff that You may have against Us. You shall not consolidate or merge with or into any other entity, distribute, sell or dispose of all or any substantial portion of your assets other than in the ordinary course of business, without our prior written consent, and the surviving, successor entity or the transferee of such assets, as the case may be, shall assume all of your obligations under this EFA by a written instrument acceptable to us. No event shall occur which causes or results in a transfer of majority ownership of you while any obligations are outstanding hereunder. This EFA shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 6. LAW: THIS EFA IS GOVERNED BY INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA OR IF THIS EFA IS ASSIGNED, THE LAWS OF THE ASSIGNEE’S PRINCIPAL PLACE OF BUSINESS, WITHOUT REGARD TO THE CONFLICT-OF-LAWS PRINCIPLES THEREOF. FOR PURPOSES OF ANY ACTION OR PROCEEDING INVOLVING THIS EFA YOU HEREBY EXPRESSLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE STATE OF MINNESOTA OR THE ASSIGNEE’S PRINCIPAL PLACE OF BUSINESS, AT THE SOLE ELECTION OF US OR THE ASSIGNEE. YOU HEREBY CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURT SELECTED BY US OR THE ASSIGNEE. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY. YOU WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. The EFA is intended to constitute a valid and enforceable legal instrument. If any provision of this EFA is declared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law. The EFA constitutes the entire agreement between the parties. Each party prefers that any dispute between them be resolved subject to the above jury trial waiver. Should the above jury trial waiver be found unenforceable, then, upon the written request of any party, any dispute, including any and all questions of law or fact relating thereto, shall be determined exclusively by a judicial reference proceeding in accordance with Cal. Civ. Proc. Code § 638 et seq., or the applicable state’s equivalent state law. Notwithstanding the foregoing, nothing in this paragraph shall limit any other right of the parties under the EFA. 7. INSURANCE During the term of each Schedule, You shall obtain and maintain, at Your own expense property damage insurance against all loss or damage to the Equipment, including, without limitation, loss by fire, theft and such other risks of loss as are customarily insured against on the Equipment, in amounts acceptable to Us, naming Us as lender’s loss payer ("Physical Damage Insurance"). If requested by Us, you shall also obtain and maintain, at Your own expense, liability insurance in amounts acceptable to Us, naming Us as additional insured. In each case, such insurance shall be with such carriers and in such policy forms acceptable to Us. All policies must provide that We be given thirty (30) days’ written notice of any material change or cancellation. You agree to provide Us with certificates or other evidence of insurance acceptable to Us. If You do not provide Us with evidence of acceptable Physical Damage Insurance, We have the right, but not the obligation, to obtain Physical Damage Insurance covering Our interest in the Equipment for the term of each Schedule. You agree to cooperate with Us, Our insurer and Our agent in the placement of coverage and with claims. Any Physical Damage Insurance We obtain will not insure You against third-party or liability claims and may be cancelled by Us at any time. In the event We obtain the above-described Physical Damage Insurance, You will be required to pay Us an additional amount each month for the insurance premium and an administrative fee. You agree that We, Our affiliates, and/or Our Agents may make a profit in connection with the Physical Damage Insurance We obtain. The cost may be more than the cost of obtaining Your own Physical Damage Insurance. If You later provide Us with evidence that You have obtained acceptable Physical Damage Insurance, We will cancel the Physical Damage Insurance We obtained. The Physical Damage Insurance We obtain (1) will not name You as an insured, additional insured, or loss payer; (2) will not provide You with liability or third party property damage insurance; (3) may not pay any claim that You make; (4) will not pay any claim made against You; and (5) may be cancelled by Us at any time. We may negotiate and settle for Our benefit all Physical Damage Insurance claims and all liability insurance claims involving Us or the Equipment and may sign or endorse Your name on any draft, check or instrument registering insurance proceeds to bring the Equipment. We shall retain any Physical Damage Insurance proceeds up to the full amount owed under the EFA. You will remain responsible for any deficiency. 8. PAYMENTS, INTERIM PAYMENT, FEES & OTHER CHARGES: You agree and promise to pay Us the periodic payments for the term (including any extensions) of the EFA in accordance with each Schedule (hereinafter "Payment") plus any applicable sales tax, use tax or property tax and all other amounts described herein that are to be paid to Us under the EFA. The Payment and amount of the Invoices (as set forth on each Schedule) may be adjusted proportionately upward or downward; (i) by up to 10% to accommodate changes in the Equipment cost; (ii) if the shipping charges differ from the estimate given to You; or (iii) if a down payment or deposit is deducted. You agree that all payments to be paid to Us under the EFA shall be made by automated clearing house (ACH). You agree to execute the necessary authorization in order to allow Us to receive payment by ACH. You agree to reimburse Us for all fees, charges and penalties We may incur as the result of Your bank rejecting any ACH debits or credits due to insufficient funds or as the result of the bank account You provided to us in the Authorization for Pre-Authorized Payments (or otherwise) (the "Authorized Account") not being properly configured for ACH transactions. We have the right to apply all sums received from You to any amounts due Us pursuant to the EFA. You agree to pay us a fee for filing, searching and/or listing costs required under the Uniform Commercial Code ("UCC") or other laws. You agree to pay us an origination fee for all closing costs. Your signature or other authentication is an irrevocable offer to enter into the EFA. In the event that You sign or otherwise authenticate the EFA, but the EFA is not commenced, any advance payments or origination fee may be retained by Us to compensate for Our documentation, processing and other expenses. If any part of a Payment due in accordance with a Schedule is more than 3 days late, you agree to pay a late charge of 10% of the Payment which is late or, if less, the maximum charge allowed by law; interest on any delinquent amount due may be charged from the due date until paid at the highest legal rate. If for any reason your check is returned for insufficient funds, you will pay us a service charge of $35 or, if less, the maximum charge allowed by law. You agree to pay Us an "Interim Payment" in an amount equal to 1/30th of the monthly payment, multiplied by the number of days from the Commencement Date to the first regular payment due date as selected by You. The Interim Payment is in addition to the sum of the regular monthly payments You are obligated to pay for the term of the EFA. 9. TAXES: You shall pay when due all sales, use, excise, personal property, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties, freight, transportation and similar charges imposed on the ownership, possession, licensing, operation or use of the Equipment during the term of the EFA. At Our option, We may discharge taxes, liens or other encumbrances at any time levied or placed on the Equipment and may pay for the maintenance and preservation of the Equipment. If We make payment on any of the above, You agree to reimburse Us. 10. EQUIPMENT OWNERSHIP: You are the owner of the Equipment, excluding any Licensed Software, under each Schedule as applicable and have title to the Equipment subject to Our lien. You agree that as to Licensed Software only: We have not had, do not have, nor will have any title to such software. You have executed or will execute or otherwise authenticate a separate software license agreement; and We are not a party to and have no responsibilities whatsoever in regard to such license agreement. In the event the Equipment is transferred, you are solely responsible for removing any data that may reside in the Equipment, including but not limited to hard drives, disk drives or any other form of memory. We have the right to inspect the Equipment at any time during Your regular business hours upon two (2) business days' prior written notice (provided that such notice period shall not apply upon the occurrence and continuance of a Default). 11. UCC FILINGS: To secure Your obligations under the EFA, You hereby grant Us a first priority security interest in the Equipment set forth in each Schedule. You authorize Us and any assignee to file UCC Financing Statements or similar instruments in Our Name or that of Our secured party representative to perfect such interest. The term "Equipment" includes all replacements, parts, repairs, additions, accessions and accessories incorporated in the Equipment or affixed to the Equipment and any and all proceeds of the foregoing, including, without limitation, insurance proceeds. 12. DEFAULT & REMEDIES: You will be in default if: (i) You do not pay any Payment or other sum due to Us or You fail to perform in accordance with the covenants, terms and conditions of the EFA, including any amendments, or any other agreement with Us or any of our affiliates or fail to perform or pay under any material agreement with any other entity; (ii) You make or have made any false statement or misrepresentation to Us; (iii) You or any guarantor dies, dissolves, liquidates, terminates existence or is in bankruptcy; (iv) You or any guarantor suffers a material adverse change in its financial, business or operating condition; (v) any guarantor defaults under any guarantee for this EFA; or (vi) You attempt to repudiate or revoke any agreement with Us ("Default"). If You are ever in Default, We, with or without notice to You, may initiate, and You hereby authorize Us to initiate, ACH debit entries at any time to the Authorized Account for all past due amounts (inclusive of any late payment charges, NSF fees and other amounts you are obligated to pay under the EFA). In addition, if You are ever in default, at Our option, We can cancel the EFA and require that You pay the unpaid balance of the EFA, including any future Payments to the end of term, discounted to present value at 4%. We may recover default interest on any unpaid amount at the rate of 18% per year. Concurrently and cumulatively, We may also use any remedies available to Us under the UCC and any other law, including, but not limited to: (a) cause the termination of the Financed Items and You irrevocably consent to such termination of the Financed Items by Supplier; (b) require You to immediately stop using the Financed Items; (c) enter the Equipment location and repossess and remove, or render unusable, the Equipment; (d) require You to make the Equipment available to Us at a location determined by Us. If We take possession of the Equipment, You agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what You owe Us under the EFA and You will be responsible for any deficiency. In the event of any dispute or enforcement of Our rights under this EFA or any related agreement, You agree to pay Our reasonable attorneys' fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. Any delay or failure to enforce Our rights under this EFA will not prevent Us from enforcing any rights at a later time. You agree that Your rights and remedies are governed exclusively by the EFA. If interest is charged or collected in excess of the maximum lawful rate, We will refund such excess to You, which will be Your sole remedy. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. 13. MISCELLANEOUS: No modification to the EFA as supplied by Us to You shall be effective unless agreed to in writing or other authentication by Us. The parties agree that: (i) this EFA and any Schedules, Addenda and other related documents hereto may be authenticated by electronic means; (ii) the original of the EFA shall be the copy that bears your manual, facsimile, scanned or electronic signature and that also bears our manually or electronically signed signature and is held or controlled by us; and (iii) to the extent the EFA constitutes chattel paper (as defined by the UCC), a security interest may only be created in the original. You agree not to raise as a defense to the enforcement of this EFA or any related documents that you or we executed or authenticated such documents by electronic or digital means or that you used facsimile or other electronic means to transmit your signature on such documents. A fax or copy version of Your signature on the EFA when received by Us shall be binding on You for all purposes as if originally signed. The EFA shall only become binding against Us when actually signed or otherwise authenticated by Us. If a printed version of the EFA is used, both You and We agree that the only version of the EFA that shall constitute the original authoritative version for all purposes is the version containing Our original signature and Your original, fax, copy or electronically affixed signature. If an electronic version of the EFA is used, both You and We agree that the only version of the EFA that shall constitute the sole authoritative version for all purposes is the version which has been authenticated by You and Us in accordance with applicable law and controlled by the "owner" (pursuant to the rules and regulations of DocuSign), provided that if the "Paper Out" process shall have occurred pursuant to the DocuSign product Reference Guide, and there shall simultaneously exist both the "Paper Out" printed version and an electronic version of the EFA, then the "Paper Out" printed version of the EFA as identified in the DocuSign audit record and corresponding affidavit shall constitute the sole authoritative version for all purposes. Both You and We hereby agree that the EFA may be authenticated by each party by electronic means, and expressly consent to the use of an electronic version of the EFA to embody the entire agreement and the understanding between You and Us. You wish to continue to receive information at Your email addresses. The EFA may be executed in any number of counterparts, and all such counterparts, taken together, shall constitute one and the same instrument. Reference herein to "DocuSign" shall mean DocuSign, Inc., San Francisco, CA or any successor electronic custodian appointed by Us. From time to time, a Supplier may extend to us payment terms for Equipment financed under this EFA that are more favorable than what has been quoted to you or the general public, and we may provide the Supplier information regarding this EFA if the Supplier has assigned or referred it to us. All notices shall be mailed or delivered by email or overnight courier to the respective parties at the addresses shown on this Master EFA or such other address as a party may provide in writing from time to time. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. You agree that any call between You and Us or Our agents and employees may be recorded or monitored. You authorize us to make non-material amendments (including completing and conforming the description of the Equipment) on any document in connection with this EFA. Unless stated otherwise herein, all other modifications to this EFA must be in writing and signed by each party or in a duly authenticated electronic record. This EFA may not be modified by course of performance. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THE EFA ON THIS PAGE AND ON PAGE 1 HEREOF. Customer Acceptance: Wynrock Speed Shop Inc DocuSigned by: Cynthia Somers 2BF84889F059409... CFO 11/9/2022 | 16:26:12 PST Authorized Representative Secured Party Acceptance Channel Partners Capital, LLC d/b/a Channel Partners Equipment Finance DocuSigned by: Adrian Johanna -6EEC4A2B3FE04BC... Funding Manager 11/16/2022 | 10:38:54 CST Authorized Representative CONTINUING PERSONAL GUARANTY: As consideration for Our entering into the EFA the undersigned Guarantor(s) ("You", "Your"), jointly and severally, unconditionally personally guarantees and agrees to be liable to Us, Channel Partners Equipment Finance, the Secured Party, for the full, prompt and indefeasible payment and performance of all now existing and future indebtedness, obligations or liabilities of the Customer arising under the EFA. We may make changes to the EFA, including compromise or settlement, with the Customer, and you waive any abatement, setoff, defense or counterclaim for any reason and all notice of any charges or default. If the Customer defaults, You will immediately pay in accordance with the default provision of the EFA all sums due under the terms of the EFA and will perform all of the Customer's obligations under the EFA. It is not necessary for us to proceed first against the Customer or any collateral before enforcing this Guaranty. You certify that the financial information you have given us is true, complete and accurate in all material respects. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and agents. You will not transfer your obligations under this Guaranty or all or substantially all your assets to anyone without our prior written consent. This Guaranty will be binding on your estate, heirs, successors and assigns. We may assign this Guaranty without notice. If it is necessary for Us to proceed legally to enforce this guaranty, You expressly consent to the jurisdiction of the court set out in the "Law" paragraph above and agree to pay all costs, including attorneys' fees incurred in enforcement of this guaranty (including attorneys' fees incurred post-judgment). You also agree that the "Law" paragraph above in its entirety applies to this guaranty. All financial providers are hereby directed and authorized to release to Us any and all information pertaining to any of Your accounts. Signature or authentication of the Guarantor (an Individual) PERSONAL GUARANTOR NAME SIGNATURE (AS AN INDIVIDUAL) HOME ADDRESS DATED PLEASE UPLOAD A DRIVER'S LICENSE (OPTIONAL) DocuSigned by: Cynthia Somers 29F84898F059409... 301 E CHEROKEE ST, LINDSAY, OK 73652 11/9/2022 | 16:26:12 PST Cynthia Somers CHANNEL PARTNERS Equipment Finance Master Equipment Finance Agreement No. 6012 Equipment Finance Agreement Schedule No. 55-1M This Equipment Finance Agreement Schedule ("Schedule") incorporates by reference the terms and conditions of the Master Equipment Finance Agreement ("Master EFA") and constitutes an agreement between you and us with respect to the Equipment referenced herein, separate and distinct from the Master EFA. We agree to provide financing to you for the Equipment described below on the terms set forth in this Schedule, together with the terms and conditions set forth in the Master EFA (collectively, the "EFA"). If any provision in this Schedule conflicts with a provision in the Master EFA, the provision in this Schedule shall control. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THE MASTER EFA AND THIS SCHEDULE. CUSTOMER: Please verify this section and complete any missing information Customer Full Legal Name: Wynrock Speed Shop Inc Street Address: 301 E CHEROKEE ST City: LINDSAY State: OK Zip Code: 73052 Business Phone: Email: EQUIPMENT DESCRIPTION: All personal property as set forth on the below together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing, including, without limitation; insurance recoveries, the "Equipment". Supplier: Dynojet Research Inc 2191 Mendenhall Dr North Las Vegas, NV 89081 <table> <tr> <th>Qty.</th> <th>Equipment Description</th> <th>Make</th> <th>Model</th> <th>Year</th> <th>Serial/Model Number</th> <th>Address</th> </tr> <tr> <td>1</td> <td>Dynamometer</td> <td>Dynojet</td> <td>ss4x/ss4xC</td> <td>2022</td> <td>81923001</td> <td>301 E CHEROKEE ST LINDSAY , OK 73052</td> </tr> </table> You acknowledge that You are choosing to finance the purchase of this Equipment over time per the terms and conditions of this EFA rather than the cash price listed on the invoice(s). EFA TERMS and CONDITIONS: Your Monthly Payment is set forth below. This Schedule shall commence upon Our written acceptance or other authentication on the "Commencement Date" (provided below), the occurrence of which is described in the Master EFA. Upon the occurrence of the Commencement Date, this shall become a noncancelable, irrevocable agreement; it cannot be cancelled or terminated. <table> <tr> <th>36 Payments of $1,018.25<br>of which<br>1 Advance Payment(s) of $1,018.25<br>due on or before the Commencement Date set Forth below<br>Origination Fee: $199.00<br>Tilting Fee: $0.00</th> <th>Please select Your Payment Due Date:<br>Fifth (5th) X<br>Fifteenth (15th)<br>Twenty-fifth (25th)</th> </tr> </table> of each month, as selected by You, beginning on the first payment date on or after the Commencement Date. You agree that you will pay the Interim Payment, as defined in the Master EFA, covering the period of time between the Commencement Date and the date selected for your Payment due date. ACCEPTANCE OF SCHEDULE <table> <tr> <th>Customer</th> <th>Secured Party</th> </tr> <tr> <td>Wynrock Speed Shop Inc<br>DocuSigned by:<br>Cynthia Somers<br>2BF4889F0594097<br>Authorized Representative<br>Date</td> <td>Channel Partners Capital, LLC d/b/a Channel Partners Equipment Finance<br>DocuSigned by:<br>Adrian Johnson<br>6EEC4A2B3FE04BC...<br>Authorized Representative<br>Date<br>Commencement Date: 11/16/2022</td> </tr> </table> 11/9/2022 | 16:26:12 PST 11/16/2022 | 10:38:54 CST PRE-FUNDING ACCEPTANCE AGREEMENT AND AUTHORIZATION TO COMMENCE This PRE-FUNDING ACCEPTANCE AGREEMENT AND AUTHORIZATION TO COMMENCE is made as of 11/09/2022, by and between Wynnrock Speed Shop Inc ("Customer"), and Channel Partners Capital, LLC d/b/a Channel Partners Equipment Finance ("Secured Party"). Reference is made to the Master Equipment Finance Agreement and Equipment Finance Agreement Schedule whose numbers are shown above between Customer and Secured Party (collectively referred to as the "EFA"), pursuant to which, at Customer's request, Secured Party has agreed to finance certain equipment and/or other property, all as more fully described in the EFA (the "Equipment") manufactured and/or distributed by supplier(s) (herein after the "Supplier") subject to the terms of the EFA (the "Financing"). Customer has requested that the Secured Party advance funds to the Supplier(s) prior to delivery of all or some of the Equipment. As adequate and valuable consideration for Secured Party and/or its Assignees to advance funds to the Supplier(s), the Customer acknowledges that the EFA is a non-cancellable agreement and unconditionally agrees to the following: 1. For the Equipment that has been delivered, Customer represents and warrants that such Equipment has been received, installed and inspected and is fully operational and is unconditionally accepted as of the date hereof. Customer understands and agrees that, in the event Customer is not satisfied with any of the Equipment, Customer shall seek resolution only from persons or entities other than Secured Party, such as the Supplier, vendor, manufacturer, installer or carrier, and Customer shall not assert against Secured Party any claim or defense that Customer may have with respect to the Equipment, its delivery, non-delivery, installation, inadequacy or failure to operate satisfactorily. 2. Customer agrees to accept any Equipment described on the EFA not delivered as of the date hereof, at the Supplier's location of business. Customer acknowledges full responsibility for loss or damage to the Equipment from the time of Customer's acceptance at Supplier's place of business. The undersigned agrees to settle all claims, defenses, set-offs and counterclaims it may have with the Supplier of the goods and Equipment directly with the Supplier and not against Secured Party. Customer warrants to Secured Party that the Equipment is merchantable and fit for the purpose for which it was selected. Customer makes this acceptance regardless of the working condition or installation of the Equipment. 3. Customer hereby acknowledges that Secured Party is relying on Customer's execution of this Pre-Funding Acceptance Agreement and Authorization to Commence as a condition precedent to disbursing the proceeds of the EFA. Customer may contact Supplier for its warranty rights, if any. The warranties are not the Secured Party's responsibility. 4. The EFA will commence and Customer will begin making payments to Secured Party, regardless of the actual date of delivery, just as if all of the Equipment had been accepted and delivered. Customer understands that failure by the Supplier to deliver any Equipment is the sole responsibility of Customer and payments to Secured Party will not be withheld for any reason. 5. By signature below, the undersigned specifically authorizes and requests Secured Party to make payment to the Supplier(s) for all of the Equipment described in the EFA. Customer agrees that none of the Equipment has been or will be delivered, installed or accepted on trial. 6. Customer's signature authorizes Secured Party to verify by phone with a representative of Customer the Equipment description, including serial numbers and the schedule of payments. The Acceptance and Authorization provided for herein supersedes any other delivery and acceptance authorization. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, THE CUSTOMER CERTIFIES THAT IT HAS REVIEWED AND AGREES TO ALL TERMS OF THIS PRE-FUNDING ACCEPTANCE AGREEMENT AND AUTHORIZATION TO COMMENCE. Wynrock Speed Shop Inc Signature of Authorized Representative: Cynthia Somers Title: CFO Date: 11/9/2022 | 16:26:12 PST CHANNEL PARTNERS Equipment Finance AUTHORIZATION FOR PRE-AUTHORIZED PAYMENTS The undersigned Customer hereby authorizes Channel Partners Capital, LLC db/a Channel Partners Equipment Finance, its successors and assigns (hereinafter collectively "Channel Partners Equipment Finance") to automatically initiate debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to the account indicated below (the "Account") with the bank named below (the "Bank") for all amounts due under the above-referenced Master Equipment Finance Agreement and all Schedules and Addenda thereto (collectively, the "Contract"), including without limitation, all monthly payments, late fees, taxes, non-sufficient funds charges, insurance charges, reimbursements and other amounts due under the Contract. Customer further authorizes Channel Partners Equipment Finance or any such designee to deliver a copy of this Authorization to the Bank as evidence of Customer's authorization. The Customer acknowledges and agrees that Channel Partners Equipment Finance may impose a fee in the event the Bank does not pay a debit entry as set forth in more detail in the Contract. The authority granted under this Authorization for Pre-authorized Payments is to remain in effect during the term of the Contract, including all renewals and extensions, and the Customer acknowledges such authority is revoked during the term of the Contract the Customer shall be in default under the Contract without the requirement of any prior notice from Channel Partners Equipment Finance as a precondition for such default. Bank Name: ____________________________ 9 Digit Bank Routing Number: _________________ Bank Account Number: _______________________ Please upload a voided check (Optional): CUSTOMER AUTHORIZATION BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, THE CUSTOMER CERTIFIES THAT IT HAS REVIEWED AND AGREES TO ALL TERMS OF THIS AUTHORIZATION FOR PRE-AUTHORIZED PAYMENTS. [signed] Cynthia Somers [/signed] Signature of Authorized Representative: Title: CFO Date: 11/9/2022 | 16:26:12 PST Certificate Of Completion Envelope Id: 0D9AB9BB5E8D4F13830285AC3BC27801 Subject: Channel Partners Equipment Finance Docs - Wynrock Speed Shop Inc Source Envelope: Document Pages: 6 Certificate Pages: 5 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Signatures: 7 Initials: 0 Status: Completed Envelope Originator: Channel Partners Funding 11100 Wayzata Blvd Suite 305 Minnetonka, MN 55305 [email protected] IP Address: 23.96.220.94 Record Tracking Status: Original 11/9/2022 2:51:42 PM Holder: Channel Partners Funding Location: DocuSign Status: Authoritative Copy (4 of 4 documents) 11/16/2022 10:38:57 AM Holder: Channel Partners Funding Location: DocuSign Status: Receipt Confirmed 11/16/2022 10:39:27 AM Holder: Channel Partners Funding Location: Channel Partners Capital LLC [email protected] Signer Events Partner [REDACTED] Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/9/2022 2:52:08 PM ID: 375acde7-422e-4dfa-a9d1-8388f452c50a Cynthia Somers [REDACTED] CFO Security Level: Email, Account Authentication (None), Authentication Authentication Details ID Check: Transaction [REDACTED]3115 Result: passed Vendor ID: LexisNexis Type: iAuth Recipient Name Provided by: Recipient Information Provided for ID Check: Address, SSN9, SSN4, DOB Performed: 11/9/2022 6:24:26 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2022 6:24:35 PM ID: 051be913-f2de-41c5-bb4a-210cedf52b5a Mary Fricke [email protected] Signing Group: Document Creators Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Completed Using IP Address [REDACTED] Timestamp Sent: 11/9/2022 2:51:44 PM Viewed: 11/9/2022 2:52:08 PM Signed: 11/9/2022 2:52:11 PM Signature Adoption: Pre-selected Style Using IP Address [REDACTED] DocuSigned by: Cynthia Somers [REDACTED] Question Details: passed property.street.in.city.real passed person.age.real passed corporate.association.real passed corporate.association.real passed county.lived.single.real passed vehicle.association.fake Completed Using IP Address [REDACTED] Sent: 11/9/2022 2:52:13 PM Viewed: 11/9/2022 6:24:35 PM Signed: 11/9/2022 6:26:12 PM Sent: 11/9/2022 6:26:15 PM Viewed: 11/16/2022 9:34:01 AM Signed: 11/16/2022 9:34:30 AM Signer Events Adrienne Sharma [email protected] Funding Manager Channel Partners LLC Signing Group: Counter Signers Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/23/2020 4:22:25 PM ID: 14c4f6a1-7a3f-474a-b0e0-637277d872a7 Signature DocuSigned by: adrienne.sharma 8EEC4A2B3FE04BC... Signature Adoption: Uploaded Signature Image Using IP Address[REDACTED] Timestamp Sent: 11/16/2022 9:34:33 AM Viewed: 11/16/2022 10:38:51 AM Signed: 11/16/2022 10:38:54 AM In Person Signer Events Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Hashed/Encrypted 11/9/2022 2:51:44 PM Certified Delivered Security Checked 11/16/2022 10:38:51 AM Signing Complete Security Checked 11/16/2022 10:38:54 AM Completed Security Checked 11/16/2022 10:38:54 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Channel Partners LLC (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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CUSTOMER: Please verify this section and complete any missing information Customer Full Legal Name: Wynrock Speed Shop Inc Street Address: 2311 N 9TH AVE City: PURCELL State: OK Zip Code: 73080 Business Phone: [Redacted] Email: [Redacted] INSTRUCTIONS: The words “You”, “Your” and “Customer” refer to the customer (the party who is borrowing funds against the Equipment or as a direct loan); “We”, “Us”, “Our” and “Secured Party” refer to Trio Capital Solutions, and its successors and assigns, the secured party. Please complete and/or verify information and sign or authenticate where noted. Please call with any questions. 1. MASTER EQUIPMENT FINANCE AGREEMENT & SCHEDULES: You have requested that we finance the purchase price of the goods ("Equipment") and, if applicable, finance certain software and/or software license(s) ("Licensed Software"), software components, including but not limited to, software maintenance and/or support ("Products") and/or implementation, integration, training, technical consulting and/or professional services in connection with software ("Services") (collectively, the "Financed Items," which are included in the word "Equipment" unless separately stated) from software licensors(s) and/or Supplier(s) (collectively, the "Supplier"), all as described in a related Equipment Finance Agreement Schedule ("Schedule"). Each Schedule shall constitute a separate agreement distinct from this Master Equipment Finance Agreement ("Master EFA") and is subject to all of the terms and conditions contained herein. This Master EFA shall constitute a separate agreement distinct from each Schedule and is subject to all of the terms and conditions of each Schedule. In the event of a conflict between this Master EFA and a Schedule, the provisions of the Schedule (and any Addendum thereto) shall prevail. The term “EFA” when used herein means collectively, each Schedule and this Master EFA. Capitalized terms used and not otherwise defined herein shall have the same meanings given in a Schedule. The term of this Master EFA begins on the first Schedule's "Commencement Date" (as provided in each Schedule) and continues as long as any Schedule remains unpaid. The Commencement Date with respect to each Schedule is the date on which such Schedule shall commence, which date is the date on which We in our sole discretion have provided Our acceptance of such Schedule. You authorize Us to insert or correct information on the EFA including Your proper legal name, address, dates and Equipment description. All notices shall be in writing addressed to You at Your address stated herein or to Us at 330 Fellowship Rd Suite 100 Mount Laurel, NJ 08054. 2. EQUIPMENT: You have chosen the Equipment as set forth on each Schedule as applicable. You represent and warrant that the Equipment is financed and that you will use the Equipment for commercial or business purposes only and not for personal, family, agricultural or household purposes. If the Equipment is unsatisfactory, You agree that your only remedy is against the Supplier or manufacturer and You have no remedy for damages against Us. The occurrence of the earlier of: (i) Your confirmation to Us by phone, (ii) Your execution of the Delivery & Acceptance of Equipment on the Schedule, (iii) the lapse of fifteen (15) days after delivery of the Equipment to You if You have not given written notice to Us of Your non-acceptance of the Equipment prior to the lapse of such fifteen-day period or (iv) the lapse of fifteen (15) days after delivery of the Equipment to You if You have given written notice to Us of Your non-acceptance of the Equipment and failed to return the Equipment to the Supplier prior to the lapse of such fifteen (15) day period shall: (a) in each case constitute Your acknowledgement that You have inspected the Equipment, found it satisfactory in all respects and have irrevocably accepted it "as is", "where is" and without recourse, representation or warranty of any kind express or implied and (b) be a condition precedent for the occurrence of the Commencement Date. You will maintain Equipment location records and provide Equipment location to Us upon demand. You are responsible, at Your expense, for keeping the Equipment in good repair, condition and working order, except for normal wear and tear. You will keep the Equipment free and clear of all liens and claims. You are responsible for complying with all laws relating to the Equipment or its use and to protect the Equipment from damage, seizure or loss. You will continue to make payments if any damage, seizure or loss occurs to any part of the Equipment, provided that if the Equipment is completely destroyed, seized or lost You shall pay Us the Default Amount described in the Default and Remedies section of the EFA on the next payment date. We are not responsible for any losses, damages or injuries caused by the installation or use of the Equipment or from any other loss while You indemnify Us and Our affiliates and Our and Our affiliates' shareholders, directors, officers, employees, agents and assignees against any claims, actions, damages, fines, penalties, causes of action, suits or other legal proceedings or liabilities including all attorney's fees, arising out of or connected with the EFA or any Equipment (collectively, “Claims”), except for Claims arising out of or related to Our gross negligence, wilful misconduct or fraud. Such indemnification shall survive expiration, cancellation or termination of the EFA. 3. WARRANTY DISCLAIMERS: WE ARE FINANCING EQUIPMENT FOR YOU "AS IS" "WHERE IS" AND WITH ANY AND ALL FAULTS. YOU AGREE THAT YOU HAVE SELECTED THE SUPPLIER AND EACH ITEM OF EQUIPMENT ON EACH SCHEDULE BASED UPON YOUR OWN JUDGMENT AND YOU DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. AS WE DID NOT SELECT, MANUFACTURE, SUPPLY OR INSPECT THE EQUIPMENT, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, INFRINGEMENT OR ANY OTHER ISSUE IN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS. WE ARE NOT RESPONSIBLE FOR PACKAGING, DELIVERY, INSTALLATION OR TESTING OF THE EQUIPMENT. THE SUPPLIER IS NOT AN AGENT OF OURS AND NOTHING THE SUPPLIER STATES CAN AFFECT YOUR OBLIGATION UNDER THIS AGREEMENT. YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THE EFA REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER. SO LONG AS YOU ARE NOT IN DEFAULT UNDER THIS AGREEMENT, WE ASSIGN TO YOU ANY WARRANTIES IN THE EQUIPMENT GIVEN TO US. 4. REPRESENTATIONS: You represent and warrant to Us that: You, and each of the individuals signing or authenticating the EFA, have the lawful power and authority to enter into the EFA; by entering into the EFA You will not violate any law or other agreement; and the location of Your chief executive office, state of incorporation or organization, exact legal name, place of residence and Federal Tax ID number have been provided to Us. The EFA will constitute Your legal, valid and binding obligation, enforceable against You in accordance with the terms hereof. If a registered organization, You represent and warrant to Us that You are duly organized, duly authorized, validly existing and in good standing. THE EFA CANNOT BE TERMINATED OR CANCELED BY YOU FOR ANY REASON. Your obligation to make payments under the EFA is absolute and unconditional. 5. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN, ENCUMBER, PLEDGE OR LEASE THE EQUIPMENT OR YOUR RIGHTS UNDER THE EFA EXCEPT TO THE EXTENT WE PROVIDE OUR PRIOR WRITTEN CONSENT (NOT TO BE UNREASONABLY WITHHELD). You understand that We, without prior notice, have the right to assign, sell or otherwise transfer the EFA without notice to You. You understand that Our assignee will have the same rights and benefits as Us. You agree that the rights of Our assignee will not be subject to any claims, defenses or setoff that You may have against Us. You shall not consolidate or merge with or into any other entity, distribute, sell or dispose of all or any substantial portion of Your assets other than in the ordinary course of business, without Our prior written consent, and the surviving, or successor entity or the transferee of such assets, as the case may be, shall assume all of Your obligations under this EFA by a written instrument acceptable to us. No event shall occur which causes or results in a transfer of majority ownership of You while any obligations are outstanding hereunder. This EFA shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 6. LAW: THIS EFA IS GOVERNED BY, INTERPRETED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA OR IF THIS EFA IS ASSIGNED, THE LAWS OF THE ASSIGNEE'S PRINCIPAL PLACE OF BUSINESS, WITHOUT REGARD TO THE CONFLICT-OF-LAWS PRINCIPLES THEREOF. FOR PURPOSES OF ANY ACTION OR PROCEEDING INVOLVING THIS EFA YOU HEREBY EXPRESSLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT IN THE STATE OF MINNESOTA OR THE ASSIGNEE'S PRINCIPAL PLACE OF BUSINESS, AT THE SOLE ELECTION OF US OR THE ASSIGNEE. YOU HEREBY CONSENT TO THE JURISDICTION AND VENUE OF SUCH COURT SELECTED BY US OR THE ASSIGNEE. THE PARTIES IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY. YOU WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING. The EFA is intended to constitute a valid and enforceable legal instrument. If any provision of this EFA is declared unenforceable, the other provisions herein shall remain in full force and effect to the fullest extent permitted by law. The EFA constitutes the entire agreement between the parties. Each party prefers that any dispute between them be resolved subject to the above jury trial waiver. Should the above jury trial waiver be found unenforceable, then, upon the written request of any party, any dispute, including any and all questions of law or fact relating thereto, shall be determined exclusively by a judicial reference proceeding in accordance with Cal. Civ. Proc. Code § 638 et seq., or the applicable state's equivalent state law. Notwithstanding the foregoing, nothing in this paragraph shall limit any other right of the parties under the EFA. 7. INSURANCE During the term of each Schedule, You shall obtain and maintain, at Your own expense property damage insurance against all loss or damage to the Equipment, including, without limitation, loss by fire, theft and such other risks of loss as are customarily insured against on the Equipment, in amounts acceptable to Us, naming Us as lender’s loss payee (“Physical Damage Insurance”). If requested by Us, you shall also obtain and maintain, at Your own expense, liability insurance in amounts acceptable to Us, naming Us as additional insured. In each case, such insurance shall be with such carriers and in such policy forms acceptable to Us. All policies must provide that We be given thirty (30) days’ written notice of any material change or cancellation. You agree to provide Us with certificates or other evidence of insurance acceptable to Us. If You do not provide Us with evidence of acceptable Physical Damage Insurance, We have the right, but not the obligation, to obtain Physical Damage Insurance covering Our interest in the Equipment for the term of each Schedule. You agree to cooperate with Us, Our insurer and Our agent in the placement of coverage and with claims. Any Physical Damage Insurance We obtain will not insure You against third-party or liability claims and may be cancelled by Us at any time. In the event We obtain the above-described Physical Damage Insurance, You will be required to pay Us an additional amount each month for the insurance premium and an administrative fee. You agree that We, Our affiliates, and/or Our Agents may make a profit in connection with the Physical Damage Insurance We obtain. The cost may be more than the cost of obtaining Your own Physical Damage Insurance. If You later provide Us with evidence that You have obtained acceptable Physical Damage Insurance, We will cancel the Physical Damage Insurance We obtained. The Physical Damage Insurance We obtain (1) will not name You as an insured, additional insured, or loss payee; (2) will not provide You with liability or third party property damage insurance; (3) may not pay any claim that You make; (4) will not pay any claim made against You; and (5) may be cancelled by Us at any time. We may negotiate and settle for Our benefit all Physical Damage Insurance claims and all liability insurance claims involving Us or the Equipment and may sign or endorse Your name on any draft, check or instrument representing insurance proceeds covering the Equipment. We shall retain any Physical Damage Insurance proceeds up to the full amount owed under the EFA. You will remain responsible for any deficiency. 8. PAYMENTS, INTERIM PAYMENT, FEES & OTHER CHARGES: You agree and promise to pay Us the periodic payments for the term (including any extensions) of the EFA in accordance with each Schedule (hereinafter "Payment") plus any applicable sales tax, use tax or property tax and all other amounts described herein that are to be paid to Us under the EFA on each Schedule (as set forth payment or deposit is deducted. You agree that all payments to be paid to Us under the EFA shall be made by automated clearing house (ACH). You agree to execute the necessary authorization in order to allow Us to receive payment by ACH. You agree to reimburse Us for all fees, charges and penalties We may incur as a result of Your bank rejecting any ACH debits or credits due to insufficient funds or as the result of the bank account You provided to us in the Authorization for Pre-Authorized Payments (or otherwise) ("the Authorized Account") not being properly configured for ACH transactions. We have the right to apply all sums received from You to any amounts due Us pursuant to the EFA. You agree to pay us a fee for filing, searching and/or titling costs required under the Uniform Commercial Code ("UCC") or other laws. You agree to pay us an origination fee for all closing costs. Your signature or other authentication is an irrevocable offer to enter into the EFA. In the event that You sign or otherwise authenticate the EFA, but the EFA is not commenced, any advance payments or origination fee may be retained by Us to compensate for Our documentation, processing and other expenses. If any part of a Payment due in accordance with a Schedule is more than 3 days late, you agree to pay a late charge of 10% of the Payment which is late or, if less, the maximum charge allowed by law; interest on any delinquent amount due may be charged from the date until paid at the highest legal rate. If for any reason your check is returned for insufficient funds, you will pay us a service charge of $35 or, if less, the maximum charge allowed by law. You agree to pay Us an “Interim Payment” in an amount equal to 1/30th of the monthly payment, multiplied by the number of days from the Commencement Date to the first regular payment due date as selected by You. The Interim Payment is in addition to the sum of the regular monthly payments You are obligated to pay for the term of the EFA. 9. TAXES: You shall pay when due all sales, use, excise, personal property, stamp, documentary and ad valorem taxes, license and registration fees, assessments, fines, penalties, freight, transportation and similar charges imposed on the ownership, possession, licensing, operation or use of the Equipment during the term of the EFA. At Our option, We may discharge taxes, liens or other encumbrances at any time levied or placed on the Equipment and may pay for the maintenance and preservation of the Equipment. If We make payment on any of the above, You agree to reimburse Us. 10. EQUIPMENT OWNERSHIP: You are the owner of the Equipment, excluding any Licensed Software, under each Schedule as applicable and have title to the Equipment subject to Our lien. You agree that as to Licensed Software only: We have not had, do not have, nor will have any title to such software; You have executed or will execute or otherwise authenticate a separate software license agreement; and We are not a party to and have no responsibilities whatsoever in regard to such license agreement. In the event the Equipment is transferred, you are solely responsible for removing any data that may reside in the Equipment, including but not limited to hard drives, disk drives or any other form of memory. We have the right to inspect the Equipment at any time during Your regular business hours upon two (2) business days’ prior written notice (provided that such notice period shall not apply upon the occurrence and continuation of a Default). 11. UCC FILINGS: To secure Your obligations under the EFA, You hereby grant Us a first priority security interest in the Equipment set forth in each Schedule. You authorize Us and any assignee to file UCC Financing Statements or similar instruments in Our Name or that of Our secured party representative to perfect such interest. The term “Equipment” includes all replacements, parts, repairs, additions, accessions and accessories incorporated in the Equipment or affixed to the Equipment and any and all proceeds of the foregoing, including, without limitation, insurance proceeds. 12. DEFAULT & REMEDIES: You will be in default if: (i) You do not pay any Payment or other sum due to Us or You fail to perform in accordance with the covenants, terms and conditions of the EFA, including any addendums, or any other agreement with Us or any of our affiliates or fail to perform or pay under any material agreement with any other entity; (ii) You make or have made any false statement or misrepresentation to Us; (iii) You or any guarantor dies, dissolves, liquidates, terminates existence or is in bankruptcy; (iv) You or your guarantor suffers a material adverse change in its financial, business or operating condition; (v) any guarantor defaults under any guaranty for this EFA; or (vi) You attempt to repudiate or revoke any agreement with Us ("Default"). If You are ever in Default, We, with or without notice to You may initiate, and You hereby authorize Us to initiate, ACH debit entries at any time to the Authorized Account for all past due amounts (inclusive of any late payment charges, NSF fees and other amounts you are obligated to pay us under the EFA). In addition, if You are ever in default, at Our option, We can cancel the EFA and require that You pay the unpaid balance of the EFA including any future Payments to the end of term, discounted to present value at 4%. We may recover default interest on any unpaid amount at the rate of 18% per year. Concurrently and cumulatively, We may also use any remedies available to Us under the UCC and any other law, including, but not limited to: (a) cause the termination of the Financed Items and You irrevocably consent to such termination of the Financed Items by Supplier; (b) require You to immediately stop using the Financed Items; (c) enter the Equipment location and repossess and remove, or render unusable, the Equipment; (d) require You to make the Equipment available to Us at a location determined by Us. If We take possession of the Equipment, You agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of the sale of any Equipment will be credited against what You owe Us under the EFA and you will be responsible for any deficiency. In the event of any dispute or enforcement of Our rights under this EFA or any related agreement, You agree to pay Our reasonable attorneys’ fees (including any incurred before or at trial, on appeal or in any other proceeding), actual court costs and any other collection costs, including any collection agency fee. Any delay or failure to enforce Our rights under this EFA will not prevent Us from enforcing any rights at a later time. You agree that Your rights and remedies are governed exclusively by the EFA. If interest is charged or collected in excess of the maximum lawful rate, We will refund such excess to You, which will be Your sole remedy. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE TO PAY YOU ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY DEFAULT, ACT OR OMISSION BY ANYONE. 13. MISCELLANEOUS: No modification to the EFA as supplied by Us to You shall be effective unless agreed to in writing or other authentication by Us. The parties agree that: (i) this EFA and any Schedules, Addenda and other related documents hereto may be authenticated by electronic means; (ii) the “original” of the EFA shall be the copy that bears your manual, facsimile, scanned or electronic signature and that also bears our manually or electronically signed signature and is held or controlled by us; and (iii) to the extent the EFA constitutes, chattel paper (as defined by the UCC), a security interest may only be created in the original. You agree not to raise as a defense to the enforcement of this EFA or any related documents that you or we executed or authenticated such documents by electronic or digital means or that you used a facsimile or other electronic means to transmit your signature on such documents. A fax or copy version of Your signature on the EFA when received by Us shall be binding on You for all purposes as if originally signed. The EFA shall only become binding against Us when actually signed or otherwise authenticated by Us. If a printed version of the EFA is used, both You and We agree that the only version of the EFA that shall constitute the original authoritative version for all purposes is the version containing Your original signature and Your original fax, copy or electronically affixed signature. If an electronic version of the EFA is used, both You and We agree that the only version of the EFA that shall constitute the sole authoritative version for all purposes is the version which has been authenticated by You and Us in accordance with applicable law and controlled by the “owner” (pursuant to the rules and regulations of DocuSign); provided that if the “Paper Out” process shall have occurred pursuant to the DocuSign product Reference Guide, and there shall simultaneously exist both the “Paper Out” printed version and an electronic version of the EFA, then the “Paper Out” printed version of the EFA as identified in the DocuSign audit record and corresponding affidavit shall constitute the sole authoritative version for all purposes. Both You and We hereby agree that the EFA may be authenticated by each party by electronic means, and expressly consent to the use of an electronic version of the EFA to embody the entire agreement and the understanding between You and Us. You wish to continue to receive information at Your email addresses. The EFA may be executed in any number of counterparts, and all such counterparts, taken together, shall constitute one and the same instrument. Reference herein to “DocuSign” shall mean DocuSign, Inc., San Francisco, CA or any successor electronic custodian appointed by Us. From time to time, a Supplier may extend to us payment terms for Equipment financed under this EFA that are more favorable than what has been quoted to you or the general public, and we may provide the Supplier information regarding this EFA if the Supplier has assigned or referred it to us. All notices shall be mailed or delivered by email or overnight courier to the respective parties at the addresses shown on this Master EFA or such other address as a party may provide in writing from time to time. By providing us with a telephone number for a cellular phone or other wireless device, including a number that you later convert to a cellular number, you are expressly consenting to receiving communications, including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system, from us and our affiliates and agents at that number. This express consent applies to each such telephone number that you provide to us now or in the future and permits such calls for non-marketing purposes. Calls and messages may incur access fees from your cellular provider. You agree that any call between You and Us or Our agents and employees may be recorded or monitored. You authorize us to make non-material amendments (including completing and conforming the description of the Equipment) on any document in connection with this EFA. Unless stated otherwise herein, all other modifications to this EFA must be in writing and signed by each party or in a duly authenticated electronic record. This EFA may not be modified by course of performance. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THE EFA ON THIS PAGE AND ON PAGE 1 HEREOF. Customer Acceptance: Wynrock Speed Shop Inc DocuSigned by: Shawn Christian CEO 6/22/2023 | 05:46:38 PDT Authorized Representative Title Date Secured Party Acceptance Trio Capital Solutions DocuSigned by: Anthony Schindell VP 6/23/2023 | 09:33:09 CDT Authorized Representative Title Date CONTINUING PERSONAL GUARANTY: As consideration for Our entering into the EFA, the undersigned Guarantor(s) ("You", "Your"), jointly and severally, unconditionally, personally guarantees and agrees to be liable to Us, Trio Capital, the Secured Party, for the full, prompt and indefeasible payment and performance of all now existing and future indebtedness, obligations or liabilities of the Customer arising under the EFA. We may make changes to the EFA, including compromise or settlement, with the Customer, and you waive any abatement, setoff, defense or counterclaim for any reason and all notice of any changes or default. If the Customer defaults, You will immediately pay in accordance with the default provision of the EFA all sums due under the terms of the EFA and will perform all of the Customer's obligations under the EFA. It is not necessary for us to proceed first against the Customer or any collateral before enforcing this Guaranty. You certify that the financial information you have given us is true, complete and accurate in all material respects. You authorize us to obtain credit bureau reports for credit and collection purposes and to share them with our affiliates and agents. You will not transfer your obligations under this Guaranty or all or substantially all your assets to anyone without our prior written consent. This Guaranty will be binding on your estate, heirs, successors and assigns. We may assign this Guaranty without notice. If it is necessary for Us to proceed legally to enforce this guaranty, You expressly consent to the jurisdiction of the court set out in the 'Law' paragraph above and agree to pay all costs, including attorneys' fees incurred in enforcement of this guaranty (including attorneys' fees incurred post-judgment). You also agree that the "Law" paragraph above in its entirety applies to this guaranty. All financial providers are hereby directed and authorized to release to Us any and all information pertaining to any of Your accounts. Signature or authentication of the Guarantor (an Individual) DocuSigned by: Shaun Christian 2BF8489F059409... PERSONAL GUARANTOR NAME SIGNATURE (AS AN INDIVIDUAL) HOME ADDRESS DATED 6/22/2023 | 05:46:38 PDT PLEASE UPLOAD A DRIVER'S LICENSE (OPTIONAL) Signature or authentication of the Guarantor (an Individual) DocuSigned by: Cynthia Somers 48C784578064A0... PERSONAL GUARANTOR NAME SIGNATURE (AS AN INDIVIDUAL) HOME ADDRESS DATED 6/22/2023 | 07:40:22 CDT PLEASE UPLOAD A DRIVER'S LICENSE (OPTIONAL) THIS IS A COPY This is a copy view of the Authoritative Copy held by the designated custodian Equipment Finance Agreement Schedule Master Equipment Finance Agreement No. 9304 Equipment Finance Agreement Schedule No. 14-1MT This Equipment Finance Agreement Schedule ("Schedule") incorporates by reference the terms and conditions of the Master Equipment Finance Agreement ("Master EFA") and constitutes an agreement between you and us with respect to the Equipment referenced herein, separate and distinct from the Master EFA. We agree to provide financing to you for the Equipment described below on the terms set forth in this Schedule, together with the terms and conditions set forth in the Master EFA (collectively, the "EFA"). If any provision in this Schedule conflicts with a provision in the Master EFA, the provision in this Schedule shall control. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, YOU CERTIFY THAT YOU HAVE REVIEWED AND DO AGREE TO ALL TERMS AND CONDITIONS OF THE MASTER EFA AND THIS SCHEDULE. CUSTOMER: Please verify this section and complete any missing information Customer Full Legal Name: Wynrock Speed Shop Inc Street Address: 2311 N 9TH AVE City: PURCELL State: OK Zip Code: 73080 Business Phone: [Redacted] Email: [Redacted] EQUIPMENT DESCRIPTION: All personal property as set forth on the below together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries, the "Equipment". Supplier: DATATRONIC CONTROL CORPORATION (Invoicing) 5130 DEXHAM RD ROWLETT, TX 75088 <table> <tr> <th>Qty.</th> <th>Equipment Description</th> <th>Make</th> <th>Model</th> <th>Year</th> <th>Serial/Model Number</th> <th>Address</th> </tr> <tr> <td>1</td> <td>8MM Full Color LED Sign</td> <td>Datatronic</td> <td>8mm Full Color</td> <td>2023</td> <td>LED06-0352-1120-SFPO</td> <td>2311 N 9TH AVE PURCELL, OK 73080</td> </tr> </table> You acknowledge that You are choosing to finance the purchase of this Equipment over time per the terms and conditions of this EFA rather than the cash price listed on the invoice(s). EFA TERMS and CONDITIONS: Your Monthly Payment is set forth below. This Schedule shall commence upon Our written acceptance or other authentication on the "Commencement Date" (provided below), the occurrence of which is described in the Master EFA. Upon the occurrence of the Commencement Date, this shall become a noncancelable, irrevocable agreement; it cannot be cancelled or terminated. <table> <tr> <td>48 Payments of $1,905.00<br>of which<br>1 Advance Payment(s) of $1,905.00<br>due on or before the Commencement Date set forth below<br>Origination Fee: $299.00<br>Titleing Fee: $0.00</td> <td>Please select Your Payment Due Date:<br>Fifth (5th)<br>Fifteenth (15th) <b>X</b><br>Twenty-fifth (25th)</td> </tr> </table> of each month, as selected by You, beginning on the first payment date on or after the Commencement Date. You agree that you will pay the Interim Payment, as defined in the Master EFA, covering the period of time between the Commencement Date and the dates selected for your Payment due date. ACCEPTANCE OF SCHEDULE <table> <tr> <th>Customer</th> <th>Secured Party</th> </tr> <tr> <td> Wynrock Speed Shop Inc<br> DocuSigned by: <br> <i>Shaun Christian</i><br> Authorized Representative<br> 2BF84889F059409... </td> <td> Trio Capital Solutions<br> DocuSigned by: <br> <i>Anthony Schindell</i><br> Authorized Representative<br> OD81BF30E2AE49F... </td> </tr> <tr> <td>6/22/2023 | 05:46:38 PDT</td> <td>6/23/2023 | 09:33:09 CDT</td> </tr> </table> AUTHORIZATION FOR PRE-AUTHORIZED PAYMENTS The undersigned Customer hereby authorizes Trio Capital Solutions, its successors and assigns (hereinafter collectively "Trio Capital") to automatically initiate debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to the account indicated below (the "Account") with the bank named below (the "Bank") for all amounts due under the above-referenced Master Equipment Finance Agreement and all Schedules and Addenda thereto (collectively, the "Contract"), including without limitation, all monthly payments, late fees, taxes, non-sufficient funds charges, insurance charges, reimbursements and other amounts due under the Contract. Customer further authorizes Trio Capital or any such designee to deliver a copy of this Authorization to the Bank as evidence of Customer's authorization. The Customer acknowledges and agrees that Trio Capital may impose a fee in the event the Bank does not pay a debit entry as set forth in more detail in the Contract. The authority granted under this Authorization for Pre-authorized Payments is to remain in effect during the term of the Contract, including all renewals and extensions, and the Customer acknowledges such authority is revoked during the term of the Contract the Customer shall be in default under the Contract without the requirement of any prior notice from Trio Capital as a precondition for such default. Bank Name: [REDACTED] 9 Digit Bank Routing Number: [REDACTED] Bank Account Number: [REDACTED] Please upload a voided check (Optional): CUSTOMER AUTHORIZATION BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, THE CUSTOMER CERTIFIES THAT IT HAS REVIEWED AND AGREES TO ALL TERMS OF THIS AUTHORIZATION FOR PRE-AUTHORIZED PAYMENTS. Signature of Authorized Representative: Shaun Christian Title: CEO Date: 6/22/2023 | 05:46:38 PDT PRE-FUNDING ACCEPTANCE AGREEMENT AND AUTHORIZATION TO COMMENCE This PRE-FUNDING ACCEPTANCE AGREEMENT AND AUTHORIZATION TO COMMENCE is made as of 06/21/2023, by and between Wynrock Speed Shop Inc ("Customer"), and Trio Capital Solutions ("Secured Party"). Reference is made to the Master Equipment Finance Agreement and Equipment Finance Agreement Schedule whose numbers are shown above between Customer and Secured Party (collectively referred to as the "EFA"), pursuant to which, at Customer's request, Secured Party has agreed to finance certain equipment and/or other property, all as more fully described in the EFA (the "Equipment") manufactured and/or distributed by supplier(s) (hereinafter the "Supplier") subject to the terms of the EFA (the "Financing"). Customer has requested that the Secured Party advance funds to the Supplier(s) prior to delivery of all or some of the Equipment. As adequate and valuable consideration for Secured Party and/or its Assignees to advance funds to the Supplier(s), the Customer acknowledges that the EFA is a non-cancellable agreement and unconditionally agrees to the following: 1. For the Equipment that has been delivered, Customer represents and warrants that such Equipment has been received, installed and inspected and is fully operational and is unconditionally accepted as of the date hereof. Customer understands and agrees that, in the event Customer is not satisfied with any of the Equipment, Customer shall seek resolution only from persons or entities other than Secured Party, such as the Supplier, vendor, manufacturer, installer or carrier, and Customer shall not assert against Secured Party any claim or defense that Customer may have with respect to the Equipment, its delivery, non-delivery, installation, inadequacy or failure to operate satisfactorily. 2. Customer agrees to accept any Equipment described on the EFA not delivered as of the date hereof, at the Supplier's location of business. Customer acknowledges full responsibility for loss or damage to the Equipment from the time of Customer's acceptance at Supplier's place of business. The undersigned agrees to settle all claims, defenses, set-offs and counterclaims it may have with the Supplier of the goods and Equipment directly with the Supplier and not against Secured Party. Customer warrants to Secured Party that the Equipment is merchantable and fit for the purpose for which it was selected. Customer makes this acceptance regardless of the working condition or installation of the Equipment. 3. Customer hereby acknowledges that Secured Party is relying on Customer's execution of this Pre-Funding Acceptance Agreement and Authorization to Commence as a condition precedent to disbursing the proceeds of the EFA. Customer may contact Supplier for its warranty rights, if any. The warranties are not the Secured Party's responsibility. 4. The EFA will commence and Customer will begin making payments to Secured Party, regardless of the actual date of delivery, just as if all of the Equipment had been accepted and delivered. Customer understands that failure by the Supplier to deliver any Equipment is the sole responsibility of Customer and payments to Secured Party will not be withheld for any reason. 5. By signature below, the undersigned specifically authorizes and requests Secured Party to make payment to the Supplier(s) for all of the Equipment described in the EFA. Customer agrees that none of the Equipment has been or will be delivered, installed or accepted on a trial 6. Customer's signature authorizes Secured Party to verify by phone with a representative of Customer the Equipment description, including serial numbers and the schedule of payments. The Acceptance and Authorization provided for herein supersedes any other delivery and acceptance authorization. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, THE CUSTOMER CERTIFIES THAT IT HAS REVIEWED AND AGREES TO ALL TERMS OF THIS PRE-FUNDING ACCEPTANCE AGREEMENT AND AUTHORIZATION TO COMMENCE Wynrock Speed Shop Inc Signature of Authorized Representative: Shawn Christian Title: CEO Date: 6/22/2023 | 05:46:38 PDT Prepayment Addendum Master Equipment Finance Agreement No. 3304 Equipment Finance Agreement Schedule No. 4-1MT This Prepayment Addendum ("Addendum") supplements and amends the Equipment Finance Agreement Schedule to the Master Equipment Finance Agreement, both identified by number above (hereinafter the "Schedule") between Wynrock Speed Shop Inc (Customer), and Trio Capital Solutions ("Secured Party") pertaining to the property being financed by Customer as described in the Schedule. The following is hereby added as a new section to the Schedule: Prepayment: Notwithstanding any other provision of this Schedule or the Master EFA to the contrary, and provided no Default has occurred under this Schedule or the Master EFA or any other agreement with the Secured Party, Customer may prepay this Schedule at any time, in whole but not in part, by paying Secured Party an amount equal to the Unpaid Balance. The "Unpaid Balance" shall mean, with respect to this Schedule, as of the date of any such permitted prepayment thereunder, the sum of: (i) all amounts then due and owing by You under this Schedule, plus (ii) the discounted present value of all future monthly scheduled payments to be owed by you during the balance of the term of this Schedule, calculated using a discount rate equal to (A) 4% if the prepayment is made during the first half of the contract term of this Schedule, or (B) 2% if the prepayment is made during the second half of the contract term of this Schedule, plus (iii) all applicable taxes, if any, arising out of such prepayment. Secured Party shall specify the Unpaid Balance which, absent manifest error, shall be binding and conclusive. No prepayment penalty shall be added to the Unpaid Balance. BY SIGNING BELOW OR AUTHENTICATING AN ELECTRONIC RECORD HEREOF, THE PARTIES CERTIFY THAT THEY HAVE REVIEWED AND DO AGREE TO THIS ADDENDUM AND IN ALL OTHER RESPECTS, THE TERMS AND CONDITIONS OF THE SCHEDULE AND MASTER EFA REMAIN IN FULL FORCE AND EFFECT AND REMAIN BINDING UPON THE PARTIES. Customer Acceptance: Wynrock Speed Shop Inc DocuSigned by: Shaun Christian CEO Authorized Representative Title Date 6/22/2023 | 05:46:38 PDT Secured Party Acceptance Trio Capital Solutions DocuSigned by: Anthony Schindell VP Authorized Representative Title Date 6/23/2023 | 09:33:09 CDT STATE OF MINNESOTA ) ) ss. COUNTY OF LYON ) AFFIDAVIT OF ACCOUNT The undersigned affiant, being first duly sworn, deposes and states as follows, to-wit: 1. She is a designated agent, and a competent person over eighteen years of age. She is a Custodian of Record for CHANNEL PARTNERS CAPITAL, LLC, the Plaintiff herein (hereinafter "Plaintiff"). As a custodian of records for Plaintiff, she is authorized to execute this affidavit on behalf of Plaintiff and the information below is true and correct to the best of her knowledge, information and belief. In the performance of her duties, she has supervision of and is familiar with the method of preparation and maintenance of Plaintiff’s books and records concerning and their related accounts, and believe them to be true and correct, with entries thereon having been made in the ordinary course of business, at or near the time of the transaction giving rise to each entry. 2. The balance due and owed by the Defendants SHAWN CHRISTIAN, CYNTHIA SOMERS, and WYNROCK SPEED SHOP, INC. is in default, accelerated, and past due. Plaintiff’s business records reflect that the just and true balance due and owing to Plaintiff by Defendant SHAWN CHRISTIAN pursuant to the above as of APRIL 17, 2025 is in the sum of $64,810.82, according to the business records of Plaintiff, less credit for all payments, together with interest and other applicable costs as allowed by law. Plaintiff’s business records reflect that the just and true balance due and owing to Plaintiff by Defendants CYNTHIA SOMERS and WYNROCK SPEED SHOP, INC. pursuant to the above as of APRIL 17, 2025 is in the sum of $81,383.76, according to the business records of Plaintiff, less credit for all payments, together with interest and other applicable costs as allowed by law. Dated: December 22, 2025 Shawna Thooft Shawna Thooft, CLFP Litigation and Recovery Specialist Subscribed and Sworn before me on December 22, 2025 [handwritten] Timi Sprau Notary Public My Commission expires: 1/31/28 Department of Defense Manpower Data Center Status Report Pursuant to Servicemembers Civil Relief Act SSN: XXX-XX-9905 Birth Date: Last Name: CHRISTIAN First Name: SHAWN Middle Name: Status As Of: Dec-23-2025 Certificate ID: VYWXKRGQYYVF1RX On Active Duty On Active Duty Status Date <table> <tr> <th>Active Duty Start Date</th> <th>Active Duty End Date</th> <th>Status</th> <th>Service Component</th> </tr> <tr> <td>NA</td> <td>NA</td> <td>No</td> <td>NA</td> </tr> </table> This response reflects the individuals' active duty status based on the Active Duty Status Date Left Active Duty Within 367 Days of Active Duty Status Date <table> <tr> <th>Active Duty Start Date</th> <th>Active Duty End Date</th> <th>Status</th> <th>Service Component</th> </tr> <tr> <td>NA</td> <td>NA</td> <td>No</td> <td>NA</td> </tr> </table> This response reflects where the individual left active duty status within 367 days preceding the Active Duty Status Date The Member or His/Her Unit Was Notified of a Future Call-Up to Active Duty on Active Duty Status Date <table> <tr> <th>Order Notification Start Date</th> <th>Order Notification End Date</th> <th>Status</th> <th>Service Component</th> </tr> <tr> <td>NA</td> <td>NA</td> <td>No</td> <td>NA</td> </tr> </table> This response reflects whether the individual or his/her unit has received early notification to report for active duty Upon searching the data banks of the Department of Defense Manpower Data Center, based on the information that you provided, the above is the status of the individual on the active duty status date as to all branches of the Uniformed Services (Army, Navy, Marine Corps, Air Force, Space Force, NOAA, Public Health, and Coast Guard). This status includes information on a Servicemember or his/her unit receiving notification of future orders to report for Active Duty. The Defense Manpower Data Center (DMDC) is an organization of the Department of Defense (DoD) that maintains the Defense Enrollment and Eligibility Reporting System (DEERS) database which is the official source of data on eligibility for military medical care and other eligibility systems. The DoD strongly supports the enforcement of the Servicemembers Civil Relief Act (50 USC App. § 3901 et seq, as amended) (SCRA) (formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940). DMDC has issued hundreds of thousands of "does not possess any information indicating that the individual is currently on active duty" responses, and has experienced only a small error rate. In the event the individual referenced above, or any family member, friend, or representative asserts in any manner that the individual was on active duty for the active duty status date, or is otherwise entitled to the protections of the SCRA, you are strongly encouraged to obtain further verification of the person's status by contacting that person's Service. Service contact information can be found on the SCRA website's FAQ page (Q35) via this URL: https://scra.dmdc.osd.mil/scra/#/faqs. If you have evidence the person was on active duty for the active duty status date and you fail to obtain this additional Service verification, punitive provisions of the SCRA may be invoked against you. See 50 USC App. § 3921(c). This response reflects the following information: (1) The individual's Active Duty status on the Active Duty Status Date (2) Whether the individual left Active Duty status within 367 days preceding the Active Duty Status Date (3) Whether the individual or his/her unit received early notification to report for active duty on the Active Duty Status Date. More information on "Active Duty Status" Active duty status as reported in this certificate is defined in accordance with 10 USC § 101(d) (1). Prior to 2010 only some of the active duty periods less than 30 consecutive days in length were available. In the case of a member of the National Guard, this includes service under a call to active service authorized by the President or the Secretary of Defense under 32 USC § 502(f) for purposes of responding to a national emergency declared by the President and supported by Federal funds. All Active Guard Reserve (AGR) members must be assigned against an authorized mobilization position in the unit they support. This includes Navy Training and Administration of the Reserves (TARs), Marine Corps Active Reserve (ARs) and Coast Guard Reserve Program Administrator (RPAs). Active Duty status also applies to a Uniformed Service member who is an active duty commissioned officer of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration (NOAA Commissioned Corps). Coverage Under the SCRA is Broader in Some Cases Coverage under the SCRA is broader in some cases and includes some categories of persons on active duty for purposes of the SCRA who would not be reported as on Active Duty under this certificate. SCRA protections are for Title 10 and Title 14 active duty records for all the Uniformed Services periods. Title 32 periods of Active Duty are not covered by SCRA, as defined in accordance with 10 USC § 101(d)(1). Many times orders are amended to extend the period of active duty, which would extend SCRA protections. Persons seeking to rely on this website certification should check to make sure the orders on which SCRA protections are based have not been amended to extend the inclusive dates of service. Furthermore, some protections of the SCRA may extend to persons who have received orders to report for active duty or to be inducted, but who have not actually begun active duty or actually reported for induction. The Last Date on Active Duty entry is important because a number of protections of the SCRA extend beyond the last dates of active duty. Those who could rely on this certificate are urged to seek qualified legal counsel to ensure that all rights guaranteed to Service members under the SCRA are protected WARNING: This certificate was provided based on a last name, SSN/date of birth, and active duty status date provided by the requester. Providing erroneous information will cause an erroneous certificate to be provided. Status Report Pursuant to Servicemembers Civil Relief Act SSN: XXX-XX-6228 Birth Date: Last Name: SOMERS First Name: CYNTHIA Middle Name: Status As Of: Dec-23-2025 Certificate ID: 9077PKJV78XWSB3 <table> <tr> <th colspan="4">On Active Duty On Active Duty Status Date</th> </tr> <tr> <th>Active Duty Start Date</th> <th>Active Duty End Date</th> <th>Status</th> <th>Service Component</th> </tr> <tr> <td>NA</td> <td>NA</td> <td>No</td> <td>NA</td> </tr> <tr> <td colspan="4">This response reflects the individuals' active duty status based on the Active Duty Status Date</td> </tr> </table> <table> <tr> <th colspan="4">Left Active Duty Within 367 Days of Active Duty Status Date</th> </tr> <tr> <th>Active Duty Start Date</th> <th>Active Duty End Date</th> <th>Status</th> <th>Service Component</th> </tr> <tr> <td>NA</td> <td>NA</td> <td>No</td> <td>NA</td> </tr> <tr> <td colspan="4">This response reflects where the individual left active duty status within 367 days preceding the Active Duty Status Date</td> </tr> </table> <table> <tr> <th colspan="4">The Member or His/Her Unit Was Notified of a Future Call-Up to Active Duty on Active Duty Status Date</th> </tr> <tr> <th>Order Notification Start Date</th> <th>Order Notification End Date</th> <th>Status</th> <th>Service Component</th> </tr> <tr> <td>NA</td> <td>NA</td> <td>No</td> <td>NA</td> </tr> <tr> <td colspan="4">This response reflects whether the individual or his/her unit has received early notification to report for active duty</td> </tr> </table> Upon searching the data banks of the Department of Defense Manpower Data Center, based on the information that you provided, the above is the status of the individual on the active duty status date as to all branches of the Uniformed Services (Army, Navy, Marine Corps, Air Force, Space Force, NOAA, Public Health, and Coast Guard). This status includes information on a Servicemember or his/her unit receiving notification of future orders to report for Active Duty. The Defense Manpower Data Center (DMDC) is an organization of the Department of Defense (DoD) that maintains the Defense Enrollment and Eligibility Reporting System (DEERS) database which is the official source of data on eligibility for military medical care and other eligibility systems. The DoD strongly supports the enforcement of the Servicemembers Civil Relief Act (50 USC App. § 3901 et seq, as amended) (SCRA) (formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940). DMDC has issued hundreds of thousands of "does not possess any information indicating that the individual is currently on active duty" responses, and has experienced only a small error rate. In the event the individual referenced above, or any family member, friend, or representative asserts in any manner that the individual was on active duty for the active duty status date, or is otherwise entitled to the protections of the SCRA, you are strongly encouraged to obtain further verification of the person's status by contacting that person's Service. Service contact information can be found on the SCRA website's FAQ page (Q35) via this URL: https://scra.dmdc.osd.mil/scra/#faqs. If you have evidence the person was on active duty for the active duty status date and you fail to obtain this additional Service verification, punitive provisions of the SCRA may be invoked against you. See 50 USC App. § 3921(c). This response reflects the following information: (1) The individual's Active Duty status on the Active Duty Status Date (2) Whether the individual left Active Duty status within 367 days preceding the Active Duty Status Date (3) Whether the individual or his/her unit received early notification to report for active duty on the Active Duty Status Date. More information on "Active Duty Status" Active duty status as reported in this certificate is defined in accordance with 10 USC § 101(d) (1). Prior to 2010 only some of the active duty periods less than 30 consecutive days in length were available. In the case of a member of the National Guard, this includes service under a call to active service authorized by the President or the Secretary of Defense under 32 USC § 502(f) for purposes of responding to a national emergency declared by the President and supported by Federal funds. All Active Guard Reserve (AGR) members must be assigned against an authorized mobilization position in the unit they support. This includes Navy Training and Administration of the Reserves (TARs), Marine Corps Active Reserve (ARs) and Coast Guard Reserve Program Administrator (RPAs). Active Duty status also applies to a Uniformed Service member who is an active duty commissioned officer of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration (NOAA Commissioned Corps). Coverage Under the SCRA is Broader in Some Cases Coverage under the SCRA is broader in some cases and includes some categories of persons on active duty for purposes of the SCRA who would not be reported as on Active Duty under this certificate. SCRA protections are for Title 10 and Title 14 active duty records for all the Uniformed Services periods. Title 32 periods of Active Duty are not covered by SCRA, as defined in accordance with 10 USC § 101(d)(1). Many times orders are amended to extend the period of active duty, which would extend SCRA protections. Persons seeking to rely on this website certification should check to make sure the orders on which SCRA protections are based have not been amended to extend the inclusive dates of service. Furthermore, some protections of the SCRA may extend to persons who have received orders to report for active duty or to be inducted, but who have not actually begun active duty or actually reported for induction. The Last Date on Active Duty entry is important because a number of protections of the SCRA extend beyond the last dates of active duty. Those who could rely on this certificate are urged to seek qualified legal counsel to ensure that all rights guaranteed to Service members under the SCRA are protected WARNING: This certificate was provided based on a last name, SSN/date of birth, and active duty status date provided by the requester. Providing erroneous information will cause an erroneous certificate to be provided. Department of Defense Manpower Data Center Status Report Pursuant to Servicemembers Civil Relief Act SSN: XXX-XX-9905 Birth Date: Last Name: WYNROCK SPEED SHOP INC First Name: Middle Name: Status As Of: Dec-23-2025 Certificate ID: 9Q4TS4KWT40LK7Y On Active Duty On Active Duty Status Date <table><tr><th>Active Duty Start Date</th><th>Active Duty End Date</th><th>Status</th><th>Service Component</th></tr><tr><td>NA</td><td>NA</td><td>No</td><td>NA</td></tr></table> This response reflects the individuals' active duty status based on the Active Duty Status Date Left Active Duty Within 367 Days of Active Duty Status Date <table><tr><th>Active Duty Start Date</th><th>Active Duty End Date</th><th>Status</th><th>Service Component</th></tr><tr><td>NA</td><td>NA</td><td>No</td><td>NA</td></tr></table> This response reflects where the individual left active duty status within 367 days preceding the Active Duty Status Date The Member or His/Her Unit Was Notified of a Future Call-Up to Active Duty on Active Duty Status Date <table><tr><th>Order Notification Start Date</th><th>Order Notification End Date</th><th>Status</th><th>Service Component</th></tr><tr><td>NA</td><td>NA</td><td>No</td><td>NA</td></tr></table> This response reflects whether the individual or his/her unit has received early notification to report for active duty Upon searching the data banks of the Department of Defense Manpower Data Center, based on the information that you provided, the above is the status of the individual on the active duty status date as to all branches of the Uniformed Services (Army, Navy, Marine Corps, Air Force, Space Force, NOAA, Public Health, and Coast Guard). This status includes information on a Servicemember or his/her unit receiving notification of future orders to report for Active Duty. The Defense Manpower Data Center (DMDC) is an organization of the Department of Defense (DoD) that maintains the Defense Enrollment and Eligibility Reporting System (DEERS) database which is the official source of data on eligibility for military medical care and other eligibility systems. The DoD strongly supports the enforcement of the Servicemembers Civil Relief Act (50 USC App. § 3901 et seq, as amended) (SCRA) (formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940). DMDC has issued hundreds of thousands of "does not possess any information indicating that the individual is currently on active duty" responses, and has experienced only a small error rate. In the event the individual referenced above, or any family member, friend, or representative asserts in any manner that the individual was on active duty for the active duty status date, or is otherwise entitled to the protections of the SCRA, you are strongly encouraged to obtain further verification of the person's status by contacting that person's Service. Service contact information can be found on the SCRA website's FAQ page (Q35) via this URL: https://scra.dmdc.osd.mil/scra/#/faqs. If you have evidence the person was on active duty for the active duty status date and you fail to obtain this additional Service verification, punitive provisions of the SCRA may be invoked against you. See 50 USC App. § 3921(c). This response reflects the following information: (1) The individual's Active Duty status on the Active Duty Status Date (2) Whether the individual left Active Duty status within 367 days preceding the Active Duty Status Date (3) Whether the individual or his/her unit received early notification to report for active duty on the Active Duty Status Date. More information on "Active Duty Status" Active duty status as reported in this certificate is defined in accordance with 10 USC § 101(d)(1). Prior to 2010 only some of the active duty periods less than 30 consecutive days in length were available. In the case of a member of the National Guard, this includes service under a call to active service authorized by the President or the Secretary of Defense under 32 USC § 502(f) for purposes of responding to a national emergency declared by the President and supported by Federal funds. All Active Guard Reserve (AGR) members must be assigned against an authorized mobilization position in the unit they support. This includes Navy Training and Administration of the Reserves (TARs), Marine Corps Active Reserve (ARs) and Coast Guard Reserve Program Administrator (RPAs). Active Duty status also applies to a Uniformed Service member who is an active duty commissioned officer of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration (NOAA Commissioned Corps). Coverage Under the SCRA is Broader in Some Cases Coverage under the SCRA is broader in some cases and includes some categories of persons on active duty for purposes of the SCRA who would not be reported as on Active Duty under this certificate. SCRA protections are for Title 10 and Title 14 active duty records for all the Uniformed Services periods. Title 32 periods of Active Duty are not covered by SCRA, as defined in accordance with 10 USC § 101(d)(1). Many times orders are amended to extend the period of active duty, which would extend SCRA protections. Persons seeking to rely on this website certification should check to make sure the orders on which SCRA protections are based have not been amended to extend the inclusive dates of service. Furthermore, some protections of the SCRA may extend to persons who have received orders to report for active duty or to be inducted, but who have not actually begun active duty or actually reported for induction. The Last Date on Active Duty entry is important because a number of protections of the SCRA extend beyond the last dates of active duty. Those who could rely on this certificate are urged to seek qualified legal counsel to ensure that all rights guaranteed to Service members under the SCRA are protected WARNING: This certificate was provided based on a last name, SSN/date of birth, and active duty status date provided by the requester. Providing erroneous information will cause an erroneous certificate to be provided.