Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.March 9, 2020PLD-C-001 ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address): FOR COURT USE ONLY Mark W. Good (CSB No. 218809) LAW OFFICE OF MARK W. GOOD 7415 Eigleberry Street, Suite 102, Gilroy, CA 95020 Electronically filedTELEPHONE NO: FAX NO. (Optional): E-MAIL ADDRESS (Optional): figfkgrgjigogodcom 408-513-6299 by superior court Of CA: ATTORNEY F0R(Name): Opportunity Fund Community Development COUI‘lty Of santa Clara, SUPERIOR COURT 0F CALIFORNIA, COUNTY 0F SANTA CLARA on 3/9/2020 4:38 PM STREET ADDRESS: 191 N. First Street Reviewed By:S. Uy MAILING ADDRESS Case #ZOCV365023 CITY AND ZIP CODE: San Jose, CA 951 13 Env #41 42895 BRANCH NAME: PLAINTIFF: OPPORTUNITY FUND COMMUNITY DEVELOPMENT DEFENDANT: KIRSTEN LADELL QUINN m DOES1TO 10 CONTRACTE COMPLAINT E AMENDED COMPLAINT (Number): E CRoss-COMPLAINT E AMENDED CRoss-COMPLAINT (Number): Jurisdiction (check all that apply):E ACTION IS A LIMITED CIVIL CASE Amount demanded E does not exceed $1 0,000 ZOCV365023E exceeds $1 0,000 but does not exceed $25,000 % ACTION Is AN UNLIMITED CIVIL CASE (exceeds $25,000)ACTION IS RECLASSIFIED by this amended complaint or cross-complaint Efrem limited to unlimited Efrem unlimited to limited CASE NUMBER: 1. Plaintiff* (name or names): OPPORTUNITY FUND COMMUNITY DEVELOPMENT alleges causes of action against defendant* (name or names): 2. This pleading, including attachments and exhibits, consists ofthe following number of pages: 39 3. a. Each plaintiff named above is a competent adultm except plaintiff (name): OPPORTUNITY FUND COMMUNITY DEVELOPMENT (1) ma corporation qualified to do business in California (2) San unincorporated entity (describe): (3) mother (specify): b.E Plaintiff (name): a. Ehas complied with the fictitious business name laws and is doing business under the fictitious name (specify): b-E has complied with all licensing requirements as a licensed (specify): c.E Information about additional plaintiffs who are not competent adults is shown in Attachment 3c. 4. a. Each defendant named above is a natural personE except defendant (name): E except defendant (name): (1) E a business organization, form unknown (1)E a business organization, form unknown (2)E a corporation (2)E a corporation (3)E an unincorporated entity (describe): (3)E an unincorporated entity (describe): (4)E a public entity (describe): (4)E a public entity (describe): (5) E other (specify): (5)E other (specify): * Ifthis form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant. Page 1 of 2 F%rlfiég‘fgfiggfiggggfigar'nfise COMPLAINT-Contract Code of Civil Procedure, § 425.12 PLD-C-OO1 [Rev. January 1, 2007] PLD-C-001 SHORT TITLE: CASE NUMBER: OPPORTUNITY FUND COMMUNITY DEVELOPMENT v. KIRSTEN LADELL QUINN, et al. 4. (Continued) b. The true names of defendants sued as Does are unknown to plaintiff. (1) m Doe defendants (specify Doe numbers): 1-5 were the agents or employees of the named defendants and acted within the scope of that agency or employment. (2) m Doe defendants (specify Doe numbers): 6-10 are persons whose capacities are unknown to plaintiff. c. E Information about additional defendants who are not natural persons is contained in Attachment 4c. d_ E Defendants who are joined under Code of Civil Procedure section 382 are (names): 5. E Plaintiff is required to comply with a claims statute, and a. E has complied with applicable claims statutes, or b. E is excused from complying because (specify): 6. E This action is subject to E Civil Code section 1812.10 E Civil Code section 2984.4. 7. This court is the proper court because a. E a defendant entered into the contract here. b. E a defendant lived here when the contract was entered into. c_ E a defendant lives here now. d. m the contract was to be performed here. e. E a defendant is a corporation or unincorporated association and its principal place of business is here. f. E real property that is the subject of this action is located here. g. E other (specify): 8. The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): m Breach of Contract m Common Counts E Other (specify): 9. E Otherallegations: 10. Plaintiff prays forjudgment for costs of suit; for such relief as is fair, just, and equitable; and for a. m damages of: $ 33,396.57 b. m interestonthe damages (1)E according to proof (2)m atthe rate of (specify): 12.5 percent per yearfrom (date): August 5, 2019 c. m attorney's fees (HE of: $ (2)m according to proof. d- m Other (SpeCifY)-' Late fees equal to 5% of the unpaid portion ofthe principal and interest overdue or $25.00, whichever is greater, in addition to costs for enforcing the agreement. Daily interest of $1 1 .40 from August 5, 2019. 11. E The paragraphs of this pleading alleged on information and belief are as follows (specify paragraph numbers): Date: March 9, 2020 Mark W. Good > /s/ Mark W. Good (TYPE OR PRINT NAME) (SIGNATURE OF PLAINTIFF OR ATTORNEY) (Ifyou wish to verify this pleading, affix a verification.) PLD-c-oo1 [Rev. January 1, 2007] COMPLA|NT_Contract Page 2 of 2 PLD-c-oo1(1) SHORT TITLE; OPPORTUNITY FUND COMMUNITY DEVELOPMENT vs. CASE NUMBER: KIRSTEN LADELL QUINN, et al. FIRST CAUSE OF ACTION-Breach of Contract ATTACHMENT To m Complaint (Use a separate cause of action form for each cause of action.) BC-1. BC-2. BC-3. BC-4. BC-5 BC-6 Form Approved for Optional Use (number) E Cross - Complaint Plaintiff (name): OPPORTUNITY FUND COMMUNITY DEVELOPMENT alleges that on or about (date): a E written E oral E other(specify): aqreement was made between (name panies to aqreement).|0PP°"t“nitY Fund C°mmunitY DeVe'OPment 0n one hand: and KIRSTEN LADELL QUINN on the other hand. On or about (dates): September 15, 2019 defendant breached the agreement by E the acts specified in Attachment BC-2 (specify): Failing to make monthly payments as required under the agreement. X I A copy of the agreement is attached as Exhibit A, orE The essential terms of the agreement E are stated in Attachment BC-1 E are as follows (specify): m the following acts Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or excused from performing. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreementE as stated in Attachment BC-4 m as follows (specify): Plaintiff loaned defendant $33,396.57 on August 5, 2019. The loan was a refinance of an existing loan agreement between the parties. On or about September 15, 2019, defendant breached the agreement by failing to make the agreed monthly payments. Plaintiff has been damaged by defendant's failure to repay $33,396.57 in principal, interest and late fees equal to 5% of the unpaid portion of the principal and interest overdue or $25.00, whichever is greater, in addition to costs for enforcing the agreement. . E Plaintiff is entitled to attorney fees by an agreement or a statute Eof$m according to proof. . m Other: Daily interest of $1 1 .40 from August 5, 2019. Judicial Council of California PLD-C-001 (1) [Rev. January 1, 2007] CAUSE OF ACTION-Breach of Contract Page 3 Page 1 of1 Code of Civil Procedure, § 425.12 www.courtinfo.ca.gov PLD-c-oo1(2) SHORT TITLE: OPPORTUNITY FUND COMMUNITY DEVELOPMENT vs. KIRSTEN LADELL CASE NUMBER; QUINN, et aI. SECOND CAUSE OF ACTION-Common Counts (number) ATTACHMENTTO m Complaint E Cross-Complaint (Use a separate cause of action form for each cause of action.) CC-1. Plaintiff (name): OPPORTUNITY FUND COMMUNITY DEVELOPMENT alleges that defendant (name): KIRSTEN LADELL QUINN became indebted to E plaintiff E other (name): a. E within the last four years (1) E on an open book account for money due. (2) E because an account was stated in writing by and between plaintiff and defendant in which it was agreed that defendant was indebted to plaintiff. b. m within the last m two years E four years (1) E for money had and received by defendant for the use and benefit of plaintiff. (2) E for work, labor, services and materials rendered at the special instance and request of defendant and for which defendant promised to pay plaintiff.E the sum of $E the reasonable value. (3) E for goods, wares, and merchandise sold and delivered to defendant and for which defendant promised to pay plaintiffE the sum of $E the reasonable value. (4) m for money lent by plaintiff to defendant at defendant's request. (5) m for money paid, laid out, and expended to or for defendant at defendant's special instance and request. (6) E other (specify): CC-2. $ $33,396_57 , which is the reasonable value, is due and unpaid despite plaintiff's demand, plus prejudgment interest E according to proof m at the rate of 12.5 percent per year from (date): August 5, 2019 CC-3. m Plaintiff is entitled to attorney fees by an agreement or a statuteE of$m according to proof. CC-4. m Other: Plaintiff is also entitled under the agreement to late fees equal to 5% of the unpaid portion of the principal and interest overdue 0r $25.00, whichever is greater, in addition to costs for enforcing the loan agreement. (Daily interest of $1 1 .40 from August 5, 2019.) Page 4 Page 1 of1 Form Approved for Optiqnal pse CAUSE 0F ACTION_C°mmon Counts Code of Civil Procedurg, § 425.12 JudICIal Councnl of California www.courtmfo.ca.gov PLD-C-001(2) [Rev. January 1, 2009] EXHIBIT A DocuSign Envelope ID: 431 50972-3E07-43ED-A1 04-220571 1 E50D9 LOAN REFINANCE AGREEMENT 39910-1 Date: 8/05/2019 KIRSTEN LADELL QUINN Lender: Opportunity Fund 1237 VICTOR ST APT 8 CA Finance Lender License # 6050609 EL CAJON CA 920214655 111 W SLJohn St, Suite 800.SanJose.CA 95133 This Refinance Agreement (“Agreement”) covers the refinancing of the unpaid principal balance. accrued and unpaid interest, and other charges (if any) that the Borrower(s) named above owe(s) as of this date to Opportunity Fund under that certain Installment Loan Agreement (“Agreement") entered on into by between the Borrower(s) named above, jointly and severally if more than one. and Opportunity Fund, as lender. As amended by the terms in this Agreement, all of the agreements, terms and conditions of the Loan Agreement remain in full force and effect. In this Agreement, the Borrower(s) is/are referred to as “you" and "your‘ and Opportunity Fund. is referred to as “us'. In return for this refinancing, you jointly and severally promise to pay to Opportunity Fund at the address above the principal amount of $33,396.57 together with interest thereon according to the terms and conditions contained in this Agreement. You agree to pay 51 MONTHLY payments of $700 and 1 last payment of $9,568.88 starting 811 5I2019. If this Loan is not paid in full at maturity. the unpaid Principal Balance shall bear interest thereafter at the interest rate in this Agreement. ANNUAL F'NANCE ??:é'iflfififeddn RéaéfiqgtfityfimlPERCENTAGE CHARGE provided to you or on have paid after you RATE The F°"lar amount the your behalf. have made all payments The cost of your credit cred“ W'" °°5t Vou- as scheduled. as a yearly rate. 12.5% $11.872-31(e) $33,396.57 $45,268.88(e) Prepayment: If you pay off the full amount owed under this Agreement early. you will not have to pay a penalty. Notice: See the remainder of this Contract for additional information about nonpayment, default, any required repayment in full before the scheduled date. and prepayment refunds and penalties (e): Estimate Itemization of Amount Financed 1. Amount Paid to You Directly: $ 00.00 2. Amount Paid to Others on Your Behalf”. $ 33,396.57 3. Loan Fee (Prepaid Finance Charge: $ 11,872.31 4. Total Loan Amount (lines 1 to 3): $ 45,268.88 5. Amount Financed (line 4 - 3): $ 33,396.57 This Agreement is made pursuant to the California Finance Lenders Law. Division 9 (commencing with Section 22000) of the California Financial Code. FOR INFORMATION CONTACT THE DEPARTMENT OF CORPORATIONS, STATE OF CALIFORNIA DocuSigned by: x .WSW wveumm _ f, «f?Oézg/Mfl KIRSIENMABELL QUINN OPPORTUNITY FUND DATE: DATE: August 22, 2019 I 06:47 PDT DS Ihave read this p4 M Page l of l DocuSign Envelope ID: 431 50972-3E07-43ED-A1 04-220571 1E5ODQ LOAN AMORTIZATION FOR Loan Number 39910-1 Origination Date 08/05/2019 Term Type Payment TermlTerm Due 52 / 52 Maturity Date 11/1 5/2023 Amount 0.00 PaymentAmount 700.00 Current Rate 12.50000 Notes L Pm-. Dam Loan Payme.- Princip_. Interem Balan_. 08/05flo19 33,246.67 _ 2.99 0.00 jgfl _ 08/05/2019 149.90 0.00 0.00 33,395.57 1 _ 08/15/2019 700.00 585.63 114.37 32,810.94 2 09/15/2019 700.00 351.67 34333 32,4592: 3 > 10/15/2019 700.00 366.51 333.49 32,092.76 4 1 1/15/2019 700.00 35929 340.71 31.73347 s ,12/152019 _ _ J_ 700.00 __ 373.97 326.03 31,359.50 _zo_19 Totals __33.396.s7 3.5mm 2,037.07 1,462.93 6 01/15/2020 700.00 367.49 332.51 30,992.01 7 02/15I2020 700.00 371.87 328.13 30,620.14 8 03/15/2020 700.00 396.73 30327 30223.41 9 1 04/15/2020 _ _ _ 700.00 __ 380m 319.99 2954340 1o i 05/15/2020 700.00 39423 __ 305.77 _ 2mg 1 1 06/15/2020 700.00 38821 31 1.79 29,060.96 12 07/15/2020 700.00 40224 _ 297.76 28,658.72 13 08/15/2020_ 700.00 39658 _ 303.42 23,262.15 14 09/15/2020 700.00 400.77 29923 27,861.37 1s _ _ _ 10/15/2020 700.00 __ 41454 __ 285.46 27,446.83 16 11/15/2020 700.00 _ __ 409.41 290.59 27.03742 17 12/15/2020 _ __ fi_ ___700.oo 42236 277.02 _ _ 26,614.44 zoonotals 0.00 8,400.00 4.745.05 3,654.94 _ _ J _ L_ 01/15/2021 _ 7oo.oo__ _ 417.87 282.13 26.19651 19 02/15/2021__ 700.00 421.88 273.12 25,774.69 g9_ 03/1 5/2021 d L 700.00 452.85 _ 247.15 25,321.84 21 04/15/2021 700.00 431.17 _ 26833 ‘w 24,890£7_ 22 05/15I2021 700.00 44428 255.72 24,446.39 23 06/15/2021 700.00 440.46 _ 259.54 __ 24.00%; 24 07/15/2021 700.00 _ __ 453.37 246.63 _ 23,552.56 25 08/15/2021 700.00 _ _ 449.95 _ 250.05 23,102.61 26 09/15/2021 _ 700.00 454.73 24527 _ _ 22.64758 27 _10_/15/g.oz1_ _ _ _ _ _ __ 7oo.oo___ 4E“ 232.68_ _ __ 322,180.56 28 _ 1 1/15/2021 700.00 464.52 235.48 21,71 6.04 L39. ___ £42294 _ *_ _ __ _ __ _ voo.oo__ 47619 __2_2,3-_11 12193 2021 Totals 0.00 8,400.00 5,375.29 3,024.71 30 01/15/2022 _ 700.00 474.52 225.48 20,765 31 02/15/2022 700.00 479.55 220.45 20,285.08 32 03/15/2022 700.00 505.49 194.51 19,77959 33 l 04/15/2022 700.00 490.01 _ 20939 19.28958 34 J_ _ 05/15/2022 700.90 _ 501.82 193g ._ _ _ _ __18,787.76_ 35 06/15/2022 700.00 500.54 199.46 18,28722 36 07/152022 700.00 512.12 18733 17.775.10 8/21/2019 DocuSign Envelope ID: 43150972-3E07-43ED-A104-220571 1 E50D9 Pm" Da- Loan Payme... Prindp_ i Intere.. Balan.. 37 osnsnozz 700.00 51129 188.71 1726331 33 09/15/2022 _ _ 700.00 h 515.72 13328 15,747.09 39 10/15/2022 _ 700.00 _527.94 _172.06 _ _ 16,219.15 4o 11/15/2022 _ _ 700.00 527.81 _ _ 172.19 15.69134 41 12/15/2022 _ _ 700.00 ___ _ - _ 538.79 16121 _ __ _ __ 15,152.55 zozzrouls _ __ 0.00 8,400.00 6,086.60 2.313.455 33‘ 01/15/2923 __ _ __ ___ _ __ _ @909 539.13 16037 14,613.42” 43 02/15/2023 700.00 544.85 v 155.14 14,068.56 44 03/15/2023 700.00 565.09 __ _ 13491 13,503.47 4s _ 04/15/2023 _ _ __ __ 700.00 _ _ 555.65 _ 14335 12,945.82 46 05/15/2023 _ _ 700.00 56638 _ 13302 12.37934 47 06/15/2023 _ _ _ 700.00 _ 568.57 131.43 __ _ 11.81127 48 07/15/2023 700.00 573.65 _ __ 12135 11232.62 _ fl ogpsnozs _ _ _ __ _ 100.00 _ 530.75 _ h 119_2_5 __1o.651.s7 so 09/15/2023 _ ___ ____ _ 700.00 _53532 113.08 10,064.95 _ 51 10/15/2023 _ 700.00 59559 _ 103.41 _ _ 9,468.36 52 1_]p$/20;3_ _____ __ _ h 9,55838_ 9,46336* __ 100.52 _ __ 0.00 2023 Tuals o oo 16,563.38I 15,152.55 1,416.33 Gland Totals 33,395.57 _ 45.26338; 33.39651 11,312.31 m tfinalpafinkadfisédfiifigéfifimnding __ ___ '_ _ : __: _ _ d ' _' ' _ ‘ DocuSigned by: HKSW Mafia, mum} August 22, 2019 | 06:47 PDT 144F60A2788D47A... 2 8/21/2019 .pportunify working capitalFund for working people DocuSign Envelope ID: D750E3BF-01 1C-47FE-8076-8CE9741 DA7E2 Loan Agreement Basic Terms Business [legal] name and trade name: KIRSTEN LADELL QUINN Business address and contact person: 1237 VICI'OR ST APT 8, EL CAJON, CA, 92021-4655 KIRSTEN LADELL QUINN|(909) 287-9548l itskirs@gmail.com Lender and loan number Loan Amount Interest Loan Fee Funding Loan Opportunity Fund Community Development (including Loan rate date Maturity Loan No. 39910-1 Fee) Date $574875 12.5% $2737.50 06/01/2018 6/15/2023 Annual Total of payments: percentage rate: Amount Borrower will The cost of have paid after making all payments as scheduled. $779705 Borrower’s credit as a yearly rate. 14.645°/o Payment Schedule: 60 MONTHLY Payments of: $1300.00 MONTHLY payment frequency: payment date on the 15 of every month. Beginning on 07/15/2018. Finance charge: The dollar amount the credit will cost Borrower. $232205 Loan Amount Disbursement: Third Party: GIRON FREIGHT CARRIER & WHOLESALE INC. - $54,750.00 Method of Payment: ACH, Other (may include: PayNearMe, mail or at our offices) Loan Secured by: Vehicle(s) Early payment Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Late payment For loans $10,000 or less, if a payment is 11 days or more late, Borrower will pay a $10 fee. For loans greater than $10,000, if a payment is 11 or more days late, Borrower will pay an amount equal to 5% of the unpaid portion of the principal and interest overdue or $25, whichever is greater. ' i I R ired i na cries: Guarantor: KIRSTEN LADELL QUINN Guarantor: Co-borrower 1: Co-borrower 2: Limited Guarantor : Bglaggd gocumggtg: Personal Guaranty Agreement: Yes Business Security Agreement: Yes Personal Security Agreement: Yes Limited Guarantor Security Agreement: ACH Agreement: Yes Split Funding Letter: No Acknowledgment of GPS: Yes Agreement to Provide Insurance: Yes figge Rgggirgg Documentg: CalCAP borrower Certification: Yes No Purpose of loan: This Loan will be used for the following business purposes: TRUCK/RETROFIT PURCHASE Summary of Important Loan Terms: Following i5 a summary of select provisions of this Agreement. Please review the entire Loan Agreement for complete information about the terms of your Loan. If you have any questions, please contract: 866-299-8173. - Sets requirements for Borrower’s conduct including use of loan proceeds and operation of business o Requires Borrower to notify Lender of problems in Borrower's business Limits Borrower's ability to take on more loans Includes factual representations by Borrower Sets out Lender’s rights if Borrower fails to pay or perform Provides that Lender may report Borrower obligations and performance under this Agreement to credit reporting agencies o Authorizes Lender to contact Borrower by email, mail and phone including calls and text messages to mobile phones (unless Borrower opts out of mobile phone contact) DSMTInitials: _ Opportunity Fund Community Development is a California nonprofit organization. Our mission is to advance the economic weII-being of working people by helping them earn, save and invest in their future. Opportunity Fund Community Headquarters - 111 West St John St, Suite 800, San Jose, CA 95113 l T. 866.299.8173 w. opportunityfund.org/loans Branch - 5701 S Eastern Av, Suite 120, City of Commerce, CA Branch o 100 Bush Street, Suite 1550, San Francisco, CA 94104 2017 v1 DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 Opportunity Loan Agreement Fund¥3$251§iifig°$23ple Signature Page Development is a licensed lender under the California Finance Lender’s Law. Our California Finance Lender’s law license number 6050609. This Loan Agreement consists of the Basic Terms, Terms and Conditions and this Signature Page. Together they create the Loan Agreement between Borrower and Lender (“Agreement”). By signing, you (the person signing this Agreement on behalf of the Borrower) represent on behalf of the Borrower and its owner/officers/partners that you (1) are an authorized representative of the Borrower with authority to enter into contracts on behalf of Borrower; (2) you are authorized to enter into this Agreement with Lender and to borrow money as described in the Agreement; and (3) the proceeds of the Loan will be used for a business purpose only as specified in the Basic Terms. You certify that the information provided in the Application is complete and accurate and that Lender may consider this information as complete and accurate until you provide Lender with a written notice of a change. You authorize Lender to verify this information and obtain other information from credit reporting agencies and other third parties including information about you, personally, the Borrower, and any other business owner which Lender deems appropriate in the review or collection of any credit extended. You have received and read the Terms and Conditions and agree to be liable for and pay all amounts due under the Agreement in accordance with the terms of the Agreement. For: KIRSTEN LADELL QUINN Name: KIRSTEN LADELL QUINN DocuSlgned by: BV‘ WSW WELL alum k- 144F60A2788D47A.“ Title: Owner Date: 06/0 1/20 18 For: Opportunity Fund Community Development Name: KRISTINA BOYD DocuSigned by: (MSHM bowl Lasaspsoam 0943A” Date: 06/01/20 18 By: DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 .pportunity working capitalFund for working people 1. Loan 1.1 Loan Lender will loan Borrower the Loan Amount (including interest and fees) (“Loan”) stated in the Basic Terms. Lender and Borrower agree that this Agreement is made and entered into in San Jose, California. A|| obligations of the Borrower shall be performed n San Jose, Califorma at Lender’s headquarters office. 1.2 Interest Interest on the Loan is a fixed rate as stated in the Basic Terms. Interest will be computed by applying the ratio of the annual Interest Rate over the actual days of the year (actual/actual days), accrued beginning with the day the loan is funded and thereafter at the end of each day, multiplied by the outstanding principal balance and by the actual number of days the principal balance is outstanding. 1.3 Payment Borrower wiil repay the Loan including applicabie Interest, Fees and Charges set forth in the Agreement by the dates, in the manner, all as stated 5n this Agreement including the Basic Terms, as Borrower and Lender may elect from time to time. 1.4 Payment applicable only for Loans with automatic credit/debit card split If Borrower and Lender elect to have Borrower make automatic credit/debit card payments Borrower will enter into an Agreement with Processor (“Split Funding Letter") acceptable to Lender that will cause Processor to direct a fraction, specified in the Basic Terms, of the daiiy proceeds of Borrower’s credit/debit card processing to Lender for repayment of this Loan. Borrower will repay the Loan by the dates, in the manner, and with interest, all as stated in the Basic Terms. Payments will be made through the Processor Authorization directly to Lender and any additional payments may be made at Lender’s address shown above or at such other place as Lender may designate in writing. 1.5 Application of Payments Unless required by applicable law, payments will be applied first to any unpaid collection costs; then to unpaid fees including late charges; then to any accrued unpaid interest; and then to principal If any payment becomes due on a Saturday, Sunday or a day which is a legal holiday, such payment shall be made on the next business day and any such extension shall be included in computing interest under this Agreement. 1.6 Loan Fee Borrower will pay Lender a Loan Fee as stated in the Basic Terms. The Loan Fee is part of the principal balance of the Loan and will be fully earned at the Loan Agreement Terms and Conditions time the Loan is made and will be deducted from the Loan Amount by the Lender before providing the loan proceeds to the Borrower. The Loan Fee is non- refundable in whole or in part. 1.7 Late Fee If Borrower is late with a payment, Borrower will pay Lender late fees as stated in the Basic Terms. 2. Borrower's Conduct 2.1 Business Use of Proceeds Borrower will, at all times the Loan is outstanding, continue to engage in a business of the same type it conducts on the date it receives the Loan. Borrower wili use all Loan proceeds solely for business purposes, and not for personal, family, household or personal investment purposes. 2.2 No Asset Sales or other Major Changes Borrower will not, without Lender's prior written approval, sell, lease, transfer or dispose of substantially all of its assets to another entity, merge with another entity, or begin dissolution proceedings. 2.3 Liens Borrower will not create, assume, or allow any security interest or lien on any property that Borrower now or later owns except for: (i) liens and security interests in favor of Lender; (ii) liens for taxes not yet due; (iii) liens outstanding on the date of this Agreement disclosed in Borrower's loan application to Lender; (iv) liens arising by operation of law; and (v) liens arising in the ordinary course of Borrower’s business securing amounts Borrower owes in the operation of its business. 2.4 Compliance; Taxes, Charges, and Liens Borrower will maintain all needed permits and licenses, including those relating to collateral under any related security agreement. Borrower will pay and discharge when due all assessments, taxes, governmental charges, levies, and liens, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower’s property. 2.5 Books Records and Financial Statements The Business agrees to furnish such information respecting the business, assets, and financial condition of the Business, including tax returns and financial documents, as Lender may reasonably request from time to time. The Business shall furnish such information as soon as possible, but in any event within thirty (30) days after request. The Business agrees that the Lender in its discretion may obtain a credit bureau report on the Business and any Guarantor in order to evaluate the Loan, The Business also agrees that the Lender may exchange information about the Business and the Guarantor and their obligations under this Agreement with Business references, other businesses or any DocuSign Envelope ID: D75CESBF-01 1C-47FE-8076-8CE9741 DA7E2 .pportunify working capitalFund for working people Guarantor, and credit reporting agencies and may confirm any information provided by the Business. 2.6 Additional Loans or Cash Advances Borrower will not borrow money from other sources, or enter into capital leases or cash advances without Lender’s prior written approval. 2.7 Inspection Borrower will permit Lender, upon reasonable notice, to inspect Borrower’s facilities and property, including the coilateral under any related security agreement, and inspect, audit, and make copies of Borrower’s books and records. 2.8 Insurance If Borrower enters into a Security Agreement in connection with this Loan, Borrower agrees to keep the Collateral described in the Security Agreement insured against all risks including fire, theft and liability as stated in the Security Agreement. 2.9 Notice to Lender Borrower will promptly notify Lender 0f (a) any material change to Borrower’s financial condition, such as loss of key personnel or important contract; (b) any legal or regulatory action or investigation against Borrower that could reasonably be expected to have a material adverse effect on Borrower; (c) any Event of Default or any event that with lapse of time would constitute an Event of Default; (d) any change in Borrower's principal place of business, business or residence address or telephone number or (e) any Change in Business principals. 2.10 For Loans with automatic credit/debit card split Continue to process credit/debit cards, using Processor acceptable by Lender, in the normal course of business at least at the same level observed prior t0 Lender extending this Loan. Borrower will not disconnect damage or cause any processing disruptions, knowingly or unknowingly or discourage use by its customers of credit/debit cards in any transactions. 3. Borrower Problems and Lender Rights 3.1 Events of Default Any one or more of the following events will constitute an Event of Default: (a) Borrower fails to make any interest or principal payment under this Agreement within ten days after it is due or payment on any other indebtedness or liability of Borrower to Lender when due or owing to Lender; (b) Borrower fails to comply with any business conduct obligations or any other material provision of this Agreement (other than payment), and fails to correct it to Lender’s reasonable satisfaction within ten days after receipt of notice of Loan Agreement Terms and Conditions breach from Lender; (c) Borrower makes a material misrepresentation in any application, financial statement, tax return, or document Borrower delivers or other communication Borrower makes to Lender; (d) Borrower or any Guarantor dies, becomes insolvent, or dissolves, liquidates, ceases to engage in operations, or commences or suffers any proceeding under any bankruptcy or insolvency law; (e) There occurs a material adverse change in Borrower’s financial condition, abiIity to operate, ability to perform its obligations under this Agreement, or in the value of any collateral under any related Security Agreement, or Lender believes in good faith the prospect of payment or performance of its obligations is impaired; (f) Any other creditor of Borrower or any governmental agency accelerates the debt or begins foreclosure or forfeiture proceedings against any property owned by Borrower; (g) This Agreement, or any Security Agreement or Guaranty Agreement relating to this Agreement, becomes void or unenforceable, or any such Security Agreement fails to create a valid and perfected security interest in the Collateral described in such Security Agreement; (h) Borrower fails to keep the coilateral insured as required under Section 2.8; (i) Breach of any term or condition of any agreement which secures or guaranties the Loans or set forth any terms or conditions relating to the Loans, or any representation by the Business or any Guarantor in any such agreement is untrue in any material respect. 3.2 Additional Events of Default applicable to Loans with automatic credit/debit card split In addition to the events in 3.1 any one or more of the following events will constitute an Event of Default: (a) amend or terminate credit/debit card processing relationship with Processor, (b) amend or terminate Split Funding Letter (c) enter into any contractual relationship with any other Processor for the maintenance, servicing or discounting of Borrower’s credit card receivables; (d) open or change the bank account where credit card settlement proceeds are deposited; (e) permit the balance in the bank account to be, at any time, less than Total of Payments divided by Term (in months) of this Loan; (f) cause processor stops payments to Lender due to any actions or inactions by Borrower until the full amount of the loan has been paid in full. 3.3 Remedies Upon Default If an Event of Default exists, Lender may, at its sole discretion, do any one or more of the following: (a) Increase the interest rate on the Loan by the lesser of 5% plus the Interest rate stated in the Basic Terms or the maximum increase permitted by law; (b) Terminate this Agreement and declare the outstanding balance of the Loan, and all unpaid DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-BCE9741 DA7E2 .pportunity working capitalFund for working people interest, immediately due and payable; (c) Exercise any and all of its rights and remedies under any security agreement or guaranty relating to this Agreement; and (d) Exercise any other rights and remedies it may have under this Agreement or under applicable law. Lender’s rights and remedies under this Agreement and all other agreements will be cumulative. Lender’s exercise of one right or remedy, either in part or in full, will not be deemed an election of or waiver of any other right or remedy. 3.4 Borrower Waiver Borrower waives presentment, demand, notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery, performance, collection and enforcement of this Agreement. 3.5 Obligations of Married Persons Any married person who signs this Agreement expressly agrees that recourse may be had against both his or her separate property and community property in respect of his or her obligations under this Agreement. 4. Representations and Warranties Borrower represents and warrants to Lender the following: 4.1 Accurate information Borrower’s application for the Loan, and any financial statements, tax returns, or other document or information given by Borrower t0 Lender, are true, accurate, and complete fairly present the Business’s financial condition as of such date and resuit of the operations, all in accordance with generally accepted accounting principles consistently applied, and since the application date there has been no material adverse change in the Business’s condition or operations. Borrower acknowledges that Lender relied upon such information in deciding to make the Loan. Within ten days after written notice by Lender, Borrower shall execute any necessary documents requested by Lender to correct any typographical error in the Loan Agreement, Security Agreement, Guaranty, DMV Power 0f Attorney 0r any other documents relating to this Loan Agreement. 4.2 Properties Except as disclosed to Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good and marketable title to all of Borrower’s properties, including, without limitation, all collateral under any related security agreement, free and clear of ail liens Loan Agreement Terms and Conditions and security interests, and all such properties are titled solely in Borrower's name. 4.3 No Conflict; Approvals Borrower's entry into and performance of the Agreement will not result in a breach or default under any contract (including any other loan agreement) or law by which Borrower is bound. The execution, delivery, and performance by the Business of this Agreement are within its corporate, organizational, LLP, limited liability company or partnership powers, as applicable and Borrower has obtained all necessary approvals from third parties as may be required for it to enter into and perform this Agreement. 4.4 Enforceable Agreement The Borrower is a business entity (a corporation, partnership, sole proprietorship, LLP or limited liability company, limited liability partnership, S corporation or non-profit, as indicated on the appiication), duly organized, validly existing, and in good standing under the laws of its state of its organization. This Agreement has been duly signed and delivered by Borrower and is the legal, valid, and binding obligation of Borrower, enforceable against it in accordance with its terms. 4.5 Adverse Matters Except as disclosed to Lender, the Borrower’s taxes are current and there is no pending, or to Borrower's knowledge threatened, litigation, proceeding, or other event concerning Borrower that could be expected to have a materially adverse effect on Borrower. 5. Relationship 5.1 Relationship Generally Borrower acknowledges that conduct of Borrower and its employees and agents, and any other legal obligations of Borrower, are the sole responsibility of Borrower. This Agreement and its performance will not create a partnership, joint venture, fiduciary,-or similar relationship between Borrower and Lender. 5.2 Computations Borrower acknowledges that Lender’s records relating to the Loan, including, without limitation, those relating to payments and interest computations, will be deemed correct and binding on Borrower. 5.3 Indemnification Borrower will defend, indemnify, and hold Lender, and its directors, officers, employees, agents, and affiliates (collectively “Lender Parties"), harmless from and against any and all third party claims and expenses, including, without limitation, reasonable attorneys’ fees and expenses, which any Lender DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741DA7E2 .pportunify working capitalFund for working people Party may suffer and which arise directly or indirectly from any breach by Borrower of its obligations under this Agreement, conduct by Borrower of its business, or any other act or omission by Borrower. Borrower will have no obligation to indemnify Lender to the extent the liability is solely caused by Lender's gross negligence or willful misconduct. Lender’s parties are express third party beneficiaries of this Section 5.3. 5.4 Credit Information and Reporting Borrower authorizes Lender to investigate Borrower's creditworthiness and to receive credit information about Borrower, as many times as necessary from other lenders, credit reporting agencies, credit references, and other sources. Lender may also furnish information about this Loan to credit reporting agencies and other persons who may legally receive such information. Borrower acknowledges that the Loan amount will appear on Borrower’s credit report, and that Lender may submit a negative credit report to credit reporting agencies if Borrower fails to fulfill the terms of its credit obligations under this Agreement. 5.5 Monitoring, Recording and Solicitations (a) Borrower authorizes Lender and Lender’s affiliates, agents and independent contractors to contact Borrower at any telephone number Lender may reach Borrower, using any means of communication, including, without limitation, calls or text messages to mobile, cellular wireless or similar devices, and calls or text messages using an automated telephone dialing system and prerecorded messages, even if Borrower incurs charges for receiving such communication; (b) Borrower agrees that Lender and Lender’s affiliates, agents and independent contractors may use any other medium to contact Borrower, as permitted by Iaw, including, without limitation, mail, e-mail and facsimile; (c) Borrower is not required to agree to sections (a) and (b) in this Section 5.5. If Borrower wishes to opt out of either or both of these sections, or if Borrower wants to change Lender's method of contact, including any telephone number that Lender might use, Borrower should call Lender at 866-299-8173 or write to Lender at: Loan Operations Customer Service, 111 West Saint John St, Suite 800, San Jose, CA 95113. 5.6 Future Funding Borrower understands and agrees that Lender will not be, as a result of this Agreement, obligated to provide future loans or other support to Borrower. 5.7 Multiple Borrowers; Guarantors If there are multiple Borrowers under this Agreement, then all obligations of any Borrower under this Agreement wili be joint and several, and all references to Borrower will mean each and every Borrower. In addition, if there are multiple Borrowers Loan Agreement Terms and Conditions or any guarantors, each Borrower understands and agrees that Lender may, with respect to any other Borrower or any guarantor, deal with such persons on any terms Lender may choose, including demanding performance, taking enforcement action, changing repayment terms, enforcing or releasing security, or releasing them from obligations, all without releasing or limiting the obligations of any other Borrower or guarantor. 5.8 Consent of Use of Electronic Signature Borrower consents and agrees that its use of a key pad, mouse or other device to select an item, button, icon or similar act/action while using any electronic service Lender offers or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures 0r conditions shall be of the same legal effect, vaiidity and enforceability as a manually executed signature subject to the Federal Electronic Signatures in Global Commerce Act and any state law governing electronic signatures and records. Further, Borrower agrees that Lender does not accept responsibility for the authenticity of any such signature and will not be liable for any loss, expense or cost arising out of any fraudulent or unauthorized signature and that no certification authority or other third party verification is necessary to the validity of Borrower’s electronic signature. The lack of such certification or verification wili not in any way affect the enforceability of Borrower’s signature or any resulting contract between Borrower and Lender. 6. General Provisions 6.1 Entire Agreement; Amendment This Agreement, together with any security agreement relating to this Agreement, expresses the final, complete, and exclusive agreement between Lender and Borrower, and supersedes all prior or contemporaneous communications, representations, understandings, and agreements, either orai or written, relating to the lending relationship set out in this Agreement. This Agreement may be amended only as stated in a written document signed by both Lender and Borrower which states that it is an amendment to this Agreement. 6.2 Further Assurances Borrower will sign those other documents and take those other actions as Lender may request in order to effect the relationships and activities contemplated by this Agreement and any related security agreement. 6.3 Successor and Assigns This Agreement will bind and insure to the benefit of the respective successors and assigns of each of Borrower and Lender. Borrower will not, directly or indirectly by way of merger or consolidation, assign DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 .pportunify working capitalFund for working people its rights or delegate its duties under this Agreement without Lender's prior written approval. Lender may, without the consent of Borrower, assign or grant participation rights in all or any portion of its rights under this Agreement to one or more financial institutions or an agent of such financial institutions. In connection with this assignment, Lender may disclose all documents and information that Lender has or may later have relating to Borrower. 6.4 Severability; Waiver If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement. 6.5 No Presumption Against Drafter This Agreement will be construed without regard to any presumption or rule requiring construction against the party drafting the Agreement. 6.6 JURY TRIAL WAIVER TO THE EXTENT PERMITFED BY LAW, EACH OF LENDER AND BORROWER, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF BOTH PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED T0 THIS AGREEMENT OR ANY Loan Agreement Terms and Conditions OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT BEI'WEEN LENDER AND BORROWER. 6.7 Attorney's Fees and Costs of Enforcement If there is any mediation, arbitration or legal action to enforce or interpret this Agreement, then the prevailing party will be entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys' fees and costs, incurred in the action or proceeding. Attorneys’ fees and costs will include paralegal fees, expert witness fees, copy and delivery costs, and all other costs and expenses. Borrower will, upon demand, immediately reimburse Lender for all costs and expenses, including attorney fees, incurred by Lender in collecting, enforcing or restructuring Borrower’s obligations under this Agreement. 6.8 Governing Law; Jurisdiction This agreement will be governed by California law. Borrower consents to the exclusive jurisdiction of the state and federal courts for Santa Clara County, California. 6.9 Counterparts This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes effective delivery. 6.10 Additional Information For additional information regarding the Lender, contact the Department of Business Oversight, State of California. DocuSign Envelope ID: D7SCESBF-O1 1C-47FE-8076-BCE9741 DA7E2 Personal Guaranty Agreement .pportuniiy BaSIc Terms working capitalFund for working people Guarantor name: Guarantor address and contact information: KIRSTEN LADELL QUINN 1237 VICTOR ST APT 8, EL CAJON, CA, 920214655 KIRSTEN LADELL QUINN](909) 287-9548| itskirs@gmail.com Borrower name: Guarantor relationship to Borrower: KIRSTEN LADELL QUINN Owner Loan Agreement to which this agreement relates: Purpose of this document: Loan Agreement, dated as of 06/01/2018, c Provides that Guarantor will guaranty repayment by between Borrower and Opportunity Fund Borrower under the Loan Agreement Community Development (“Lender”) o Provides that Guarantor will guaranty performance of all other duties of Borrower under the Loan Agreement and Loan amount; $54750 any related security agreement Due date; 5/15/2023 o Includes factual statements by Guarantor about its Loan number; 39910-1 relationship with Borrower o Provides for waiver by Guarantor of certain rights under Capitalized terms used in this Guaranty and not law otherwise defined have the meanings given them in C Provides Lender with Other rights the Loan Agreement. This summarizes selected provisions of this agreement. It is Personal Security Agreement relating to this intended to serve as a communications tool and, as such, Guaranty: Yes does not cover every term. DS Initials: l The person/company identified above as “Borrower" wishes to borrow money from Opportunity Fund Community Development (“Lender”) under a Loan Agreement (“Loan Agreement”), of the date and amount set out above, to be signed concurrently with this Guaranty Agreement (“Guaranty”). Guarantor has a relationship with Borrower as described above and will benefit from Borrower’s entry into the Loan Agreement.“ In order to induce Lender to enter into the Loan Agreement and make the Loan to Borrower, Guarantor desires to guaranty payment and performance by Borrower of its repayment and other obligations under the Loan Agreement and any related security agreement, on the terms, including waivers of statutory and other rights, set out in this Guaranty. Capitalized terms used in this Guaranty and not othentvise defined have the meanings given them in the Loan Agreement. By signing below, Guarantor confirms that Guarantor understands and agrees to the terms of this Guaranty. Headquarters - 111 West St John St, Suite 800, San Jose, CA 95113 | T. 866.299.8173 W. opportunityfund.org/loans Branch i 5701 S Eastern Av, Suite 120, City of Commerce, CA Branch - 100 Bush Street, Suite 1550, San Francisco, CA 94104 2017 v1 DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 .Pporfunify Personal Guaranty Agreement Signature Pageworking capitalFund for working people Opportunity Fund Community Development is a California nonprofit organization. Our mission is to advance the economic well-being of working people by helping them earn, save and invest in their future. Opportunity Fund Community Development is a licensed lender under the California Finance Lender’s Law. Our California Finance Lender’s law license number 6050609. This Guaranty Agreement, which consists of the Guaranty Agreement Basic Terms, Terms and Conditions, and Exhibit A and this Signature Page (collectiveiy, “Agreement”), creates a binding agreement between Borrower and Lender, and secures Borrower’s obligations to Lender under the Loan Agreement identified above. By signing below, Borrower confirms that Borrower understands and agrees to the terms of this Agreement. KIRSTEN LADELL QUINN Name: DocuSigned by: By‘ Lumen;wowmm 144F60A27BBD47A.“ Title: Owner Date: 06/01/2018 For: Opportunity Fund Community Development Name: KRISTINA BOYD By: [ (MSHM 50% 8835F5D391D943A... Date: 06/01/2018 DocuSign EnVEIOpe ID: D750E3BF-01 1C-47FE-8076-BCE9741 DA7E2 .pportunify working capitalFund for working people 1. Guaranty 1.1 Payment and Performance Guarantor unconditionally and without limitation guarantees full and punctual (i) payment and satisfaction of all of Borrower's payment obligations under the Loan Agreement and (ii) performance and discharge of all of Borrower's other duties under the Loan Agreement and any related Security Agreement (collectively, "Guaranteed Obligations"). This is an open and continuing guaranty of payment and performance and not of collection. 1.2 Effectiveness and Duration This Guaranty will be effective upon signature by Guarantor. No formal acceptance by Lender is necessary to establish or confirm such effectiveness. This Guaranty will continue in full force until all the Guaranteed Obligations are fully and finally paid, performed and discharged in full. 2. Guarantor Relationships and Actions 2.1 Benefit to Guarantor Guarantor acknowledges and confirms that Guarantor has derived or expects to derive a financial or other advantage from the Loan from Lender to Borrower under the Loan Agreement, and from every renewal, extension, release of collateral, and other release or change of legal rights made, now or in the future, relating to the Loan Agreement and any related Security Agreement. 2.2 Information about Guarantor Guarantor will be responsible for obtaining information about Borrower's financial condition and of all other circumstances bearing on the risk of nonpayment of the Guaranteed Obligations and the nature, scope, and extent of the risks that Guarantor assumes under this Guaranty. 2.3 No Representations by Lender Guarantor acknowledges and agrees that (a) Lender has not made any representations or assurances to Guarantor about the creditworthiness of Borrower or that would limit or qualify any of the terms of this Guaranty, (b) Guarantor has adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition, and [c] Lender will have no duty to advise Guarantor ofinformation known to it regarding Borrower or such circumstances and risks. 2.4 Financial and Other [nformafion Guarantor will provide Lender with Guarantor’s tax return and such other financial information and documents as Lender may reasonably request. Guarantor will notify Lender of any materiai changes in its relationship with Borrower and of any events or developments that may reasonably be expected to have a material adverse effect on Guarantor's financial condition. 2.4 Representations and Warranties Guarantor represents and warrants to Lender that: (i) its entry into and performance of the Guaranty, and any Security Agreement relating to this Guaranty, will not result in a breach or default under any contract [including any loan agreement] or law by which Guarantor is bound; (ii) Guarantor has obtained all necessary corporate, limited liability company. Personal Guaranty Agreement Terms and Conditions organizational, LLP or partnership' action, that it as applicable, for it to enter into and perform this Guaranty and does not contravene the Guarantor's charter, articles of incorporation or by-laws (if a corporation), articles of association or operating agreement (if a limited liability company or LLP or unincorporated organization) or partnership agreement (if a partnership) or any law or contractual restriction binding on or affecting the Guarantor; (iii) this Guaranty has been duly executed by Guarantor and is the legal, valid, and binding obligation of Guarantor, enforceable against it in accordance with its terms. 2.5 Subordination Guarantor confirms and agrees that any indebtedness of Borrower now or later owed to Guarantor and any claim Guarantor may have against Borrower is expressly subordinated to the Guaranteed Obligations. In the event of insolvency and liquidation of the assets of Borrower, Guarantor agrees that the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor will be paid first to Lender and will first be applied by Lender to the Guaranteed Obligations. 2.6 Credit Information and Reporting Guarantor authorizes Lender in its discretion to investigate Guarantor’s creditworthiness and to receive credit information about Guarantor, as many times as necessary from other lenders, credit reporting agencies, credit references, and other sources. Lender may also furnish information about the Guarantor and this Guaranty to credit reporting agencies and other persons who may legally receive such information. Guarantor acknowledges that the Loan amount will appear on Guarantor’s credit report, and that Lender may submit a negative credit report to credit reporting agencies if Guarantor fails to fulfill the terms of its obligations under this Guaranty. 3. Lender Righm and Enforcement 3.1 Lender Rights to Enforce Lender may enforce this Guaranty, and its rights under any Security Agreement relating to this Guaranty, against Guarantor even when Lender has not made a demand on Borrower or exhausted Lender's remedies against Borrower, the collateral under any Security Agreement relating to the Loan Agreement ("Collateral"). any other guarantors, or anyone else that may be obligated to pay and perform the Guaranteed Obligations. The obligations of Guarantor are independent of the obligations of Borrower or of any other guarantor t0 Lender. By way of example but not of limitation: (i) Lender may bring a separate action against Guarantor, whether or not it brings an action against Borrower or joins Borrower in any action commenced; (ii) Lender may enforce this Guaranty upon the occurrence and during the continuance of an Event of Default notwithstanding the existence of any dispute between the Borrower and Lender with respect to the existence of such Event of Default; (iii) Lender may enforce this Guaranty whether or not the Guaranteed Obligations are due or payable by Borrower on: (a) the death, dissolution, insolvency, or business failure of, or any commencement of bankruptcy or insolvency proceedings against Borrower or Guarantor; or, (b) the appointment of a receiver for. or the attachment, restraint of, or making or levying of any court order or legal process affecting, the property of Borrower or Guarantor; (c) Lender may bring a separate action against Guarantor, whether or not DocuSign Envelope ID: D750ESBF-O1 1C-47FE-8076-BCE9741 DA7E2 .pportunify working capitalFund for working people it brings an action against any other guarantor of the Guaranteed Obligations, or joins any other guarantor in any action commenced; (d) The Guarantor agrees that the Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage or Security Agreement securing the Guaranteed Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. 3.2 LenderActions Guarantor acknowledges and agrees that Lender may take actions relating to the Borrower, the Guaranteed Obligations, and the Collateral, and that Lender has no obligation to non'fy Guarantor or obtain Guaranwr’s consent to such actions. Such actions include, without limitation: (i) making additional loans to Borrower or otherwise extending additional credit to Borrower; (ii) renewing, extending, accelerating, and otherwise changing the time for payment or performance of the Guaranteed Obligations; (iii) modifying any other terms of any of the Loan Documents, including changing the applicable interest rate; (iv) taking and holding additional security for the Guaranteed Obligations; (v) perfecting its interest in the Collateral or any new security, or exchanging, enforcing, waiving, or releasing all or any part of the Collateral or such additional security; (vi) purchasing all or any part of the Collateral at a pubiic or private sale with 0r without the substitution of new collateral; (vii) releasing, substituting, agreeing not to sue, or dealing with any one or more of Borrower's endorsers, other guarantors, and other obligors under the Loan Agreement; (viii) determining how, when. and what application of payments and credits will be made on the Guaranteed Obligations; (ix) selling, transferring, assigning or granting participations in all or any part of the Guaranteed Obligations; and [x] assigning its rights under the Loan Agreement and any related Security Agreement or other guaranty. Guarantor confirms and agrees that no such actions will impair, limit or otherwise affect Guarantor's obligations under this Guaranty. 3.3 Payment Upon demand by Lender, Guarantor will make any payments in respect of the Guaranteed Obligations to Lender, in cash or by check or wire transfer in same-day funds, without set-off, deduction or counterclaim, and will otherwise perform or cause to be performed all other Guaranteed Obligations. 3.4 Multiple Guarantors If there are multiple guarantors in respect of the Loan Agreement. the obligations of all such guarantors will be joint and several. Lender‘s rights under all guarantees will be cumulative. Nothing in this Guaranty will impair. limit, or otherwise affect such other guarantees. 3.5 Obligations of Married Persons Any married person who signs this Guaranty expressly agrees that recourse may be had against both his or her separate property and community property in respect of his or her obligations under this Guaranty. 4. Waivers by Guarantor 4.1 Intent and Acknowledgments Guarantor confirms, acknowledges and agrees as follows: Personal Guaranty Agreement Terms and Conditions (i) Guarantor confirms that the intent of this Guaranty is to waive, to the extent permitted by law, provisions and principles of California law relating to guarantor protections, including, without limitation, those provided by California suretyship, guaranty and anti-deficiency laws, and those included in the California Commercial Code; (ii) Guarantor understands that these are unconditional and irrevocable waivers of substantive rights and defenses, and that such waivers are reasonable and not contrary to public policy or law; (iii) Guarantor acknowledges that Guarantor has provided these waivers of rights and defenses with conditions and with the intention that they be fully relied and acted upon by Lender, and understands and agrees that this Guaranty is a separate and independent contract between Guarantor and Lender. For clarity, any references in this Section 4 to “Lender” refers to Opportunity Fund Community Development, and references to "guarantor" and "borrower" refer to the defined terms “Guarantor" and "Borrower." 4.2 Right to Require Performance To the fullest extent permitted by law, Guarantor waives the right to require Lender to: (i) give notice of any kind, including without limitation. notice of change of any terms of the Loan Agreement or any related security agreement, occurrence of an Event of Default, breach by any other guarantor, creation of new or additional indebtedness, or the terms, time, and place of any sale of the Collateral, or to make any presentment, protest or demand of any nature: (ii) proceed against Borrower or any other person liable in respect of the Loan Agreement; (iii) proceed against or exhaust the Collateral or any other security granted by Borrower or any other person before proceeding against Guarantor; (iv) have the property of Borrower first applied to the discharge of the Guaranteed Obligations; and (v) pursue any other remedy in Lender's power. 4.3 Defenses To the fullest extent permitted by law, Guarantor waives any and all rights or defenses arising by reason of: (i) any defense of Borrower or any other guarantor or other person other than payment and performance in full of the Guaranteed Obligations; (ii) the termination from any cause whatsoever, other than payment in full, of the Guaranteed Obligations; (iii) the application of the proceeds of the Guaranteed Obh‘gations by Borrower for purposes other than those required by the Loan Agreement or otherwise understood by Guarantor or Lender; {iv} the absence. impairment, or loss of any right of reimbursement, contribution, or subrogation, or any other right of Guarantor against Borrower. the Collateral, or any other security, whether resulting from the election by Lender or otherwise; (v) any statute of limitations in any action under this Guaranty or in respect of the Loan Agreement; [vi] any modification or change in terms of the Loan Agreement or any related security agreement or any recission of such a modification; [vii] any defense arising under the federal bankruptcy laws; (viii) any other defenses that become available to Guarantor by reason of California Civil Code Sections 2787-2855 inclusive; and [ix] any defenses that may arise as a result ofany choice of remedies made by Lender. 4.4 Legal Rights and Benefits DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 Opportunity working capitalFund for working people To the fullest extent permitted by law, Guarantor waives all rights and benefits: (i) of subrogation, reimbursement, indemnification, and contribution and any other rights that become available to Guarantor by reason of California Civil Code Sections 2787-2855 inclusive; (ii) any right of subrogation to any right that Lender now has or may have later against Borrower in connection with the Guaranteed Obligations and any benefit of, and any right to participate in, any Collateral or other security now or later held by Lender in respect of the Guaranteed Obligations until the Guaranteed Obligations has been paid in full, including any part of the Guaranteed Obligations, if any, that exceeds Guarantor's liability under this Guaranty; (iii) any rights that may arise as a result of choice of remedies made by Lender; (iv) any rights under California Civil Code Section 2809, which provides that a guarantor's obligations may not exceed nor be more burdensome than the principal obligation; and (v) without limiting the generality of the foregoing or any other provision of this Guaranty, any rights under California Civil Code Sections 2899 and 3433, t0 the extent these provisions have any application t0 this Guaranty or the Guarantor. 4.5 Real Property Security To the extent permitted by law, Guarantor waives all rights and defenses that Guarantor may have because the Borrower's debt is secured by real property. This means, among other things: [i] The Lender may collect from the Guarantor without first foreclosing on any real or personal property collateral pledged by the Borrower; (ii) if the Lender forecioses on any real property collateral pledged by the Borrower, (x) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price; and (y) the Lender may collect from the Guarantor even if the Lender, by foreclosing on the real property collateral, has destroyed any right the Guarantor may have to collect from the Borrower; this is an uncondifional and irrevocable waiver of any rights and defenses the Guarantor may have because the Borrower's debt is secured by real property; these rights and defenses include. without limitation, any rights or defenses based upon Section 5803, 580b, 580d, or 726 of the California Code of Civil Procedure; and (iii) the Guarantor waives all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a non-judicial foreclosure with respect to security for a guaranteed obligation, has destroyed or may destroy the Guarantor's rights of subrogation and reimbursement against the principal by the operation of Section 580d of the Code of Civil Procedure or otherwise. 4.6 Insider Guarantor is a director, officer, shareholder, member, manager or person in control of Borrower, or a relative of such person, and as such, may be deemed to be an “insider" as defined in 11 United States Code §101. Guarantor expressly waives and agrees not to assert any claim [as defined in §101) that Guarantor has or may have against Borrower for any payment or transfer that Guarantor is obligated to make to Lender under this Guaranty or under any other agreement with a Lender of Borrower. Guarantor’s obligations under this Guaranty include all amounts paid to Lender by Borrower that may be later recovered from Lender in a legal proceeding. S. General Provisions Personal Guaranty Agreement Terms and Conditions 5.1 Entire Agreement; Amendment This Guaranty, together with the any Security Agreement relating to mis Guaranty, expresses the final, complete, and exclusive agreement between Lender and Guarantor, and supersedes all prior or contemporaneous communications, representations, understandings, and agreements, either oral or written, relating t0 the guaranty arrangement set out in this Guaranty. This Guaranty may be amended only as stated in a written document signed by both Lender and Guarantor which states that it is an amendment to this Guaranty. 5.2 Successors and Assigns (i) Guarantor agrees that it shall cause this guaranty to be unconditionally binding upon any successor(s) to its interests regardless of [a] the reorganization, merger, or consolidation of Guarantor or Borrower into or with another entity. corporate or otherwise, or the liquidation or dissolution of Guarantor or Borrower, or the sale or other disposition of all or substantially all of the capital stock, business, or assets of Guarantor or Borrower t0 any other person or party, or (b) the institution of any bankruptcy, reorganization, insolvency, debt agreement, or receivership proceedings by or against Guarantor or Borrower, or adjudication of Guarantor or Borrower as a bankrupt. The Guarantor shah notify the Lender if any of the foregoing events occur during the term of this Guaranty. Guarantor will not, directly or indirectly by way of merger or consolidation, assign its rights 01‘ delegate its duties under this Guaranty without Lender's prior written approval; (ii) The Lender may, without any notice whatsoever to any one, sell, assign or transfer the Agreement and or all of the Guaranteed Obligations, or any part thereof, and in that event each and every immediate and successive assignee, transferee, or holder of the Agreement and or all or any part of the Guaranteed Obligations, shall have the right to enforce this guaranty, by suit or otherwise, for the benefit of such assignee. transferee, or holder as fully as if such assignee, transferee, or holder were herein by name specifically given such rights, powers and benefits. Lender may. without the consent of Guarantor, assign or grant participation rights in all or any portion of its rights under this Agreement to one or more financial institutions or an agent of such financial institutions. In connection with this assignment, Lender may disclose all documents and information that Lender has or may iater have relating to Guarantor. 5.3 Severability;Waiver If any provision in this Guaranty is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver under this Guaranty must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Guaranty will not be considered a waiver of any later breach or of the right to enforce any provision of this Guaranty. 5.4 No Presumpfion Against Drafter This Guaranty will be construed without regard to any presumption or rule requiring construction against the party drafting the Guaranty. 5.5 JURY TRIAL WAIVER TO THE EXTENT PERMITTED BY LAW, EACH 0F LENDER AND GUARANTOR, AFTER CONSULTING [0R HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS 0R DocuSign Envelope ID: D75CESBF-01 1C-47FE-8076-BCE9741 DA7E2 .pportunify working capitalFund for working people HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT 0F BOTH PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF 0R RELATED T0 THIS GUARANTY 0R ANY OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT BETWEEN LENDER AND GUARANTOR. 5.6 Attorney's Fees; Costs of Enforcement If there is any mediation, arbitration or legal action to enforce or interpret this Agreement, then the prevailing party will be entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys' fees and costs, incurred in the action or proceeding. Attorneys' fees and costs will include paralegal fees, expert witness fees, copy and delivery costs, and all other costs and expenses. Guarantor will, upon demand, immediately reimburse Lender for all costs and expenses. including attorney fees, incurred in collecting, enforcing or restructuring Guarantor's obligations under this Guaranty. 5,7 Governing Law; Jurisdiction This Guaranty will be governed by California law. Guarantor consents to the exclusive jurisdiction of the state and federal court's for Santa Clara County, California. 5.8 Counterparts Personal Guaranty Agreement Terms and Conditions This Guaranty may be executed in one or more counterpam, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes effective delivery. 5.9 Consent of Use of Electronic Signature Guarantor consents and agrees that its use of a key pad, mouse or other device t0 select an item, button, icon or similar act/action while using any electronic service Lender ofiers 0r in accessing or making any transactions regarding any agreement, acknowledgment, consent. terms, disclosures or conditions shall be of the same legal effect, validity and enforceability as a manually executed signature subject to the Federal Electronic Signatures in Global Commerce Act and any state law governing electronic signatures and records. Further, Guarantor agrees that Lender does not accept responsibility for the authenticity of any such signature and will not be liable for any loss, expense or cost arising out of any fraudulent or unauthorized signature and that no certification authority or other third party verificau‘on is necessary to the validity ofyour electronic signature. The lack of such certification or verification will not in any way affect the enforceability of Guarantor's signature or any resulting contract between Guarantor and Lender, DocuSign Envelope ID: D7SCESBF-01 1C-47FE-8076-8CE9741 DA7E2 Personal Guarantor Security Agreement .pportunify working capitalFund for working people Basic Terms Guarantor name and tradename: KIRSTEN LADELL QUINN Guarantor address and collateral location: 1237 VICTOR ST APT 8, EL CAJON, CA, 92021-4655 KIRSTEN LADELL QUINN|(909) 287-9548I itskirs@gmail.com Guaranty Agreement to which this agreement relates: Personal Guaranty Agreement, dated as of 06/01/2018, between Guarantor and Opportunity Fund Community Development (“Lender”) Loan Related to this Agreement: 39910-1 Capitalized terms used in this Security Agreement and not otherwise defined have the meanings given them in the Loan Agreement. Purpose of this document: a Grants Lender a lien in Guarantor’s property described in Exhibit A o Permits Lender to foreclose and sell Guarantor’s property if Borrower fails to repay the loan or meet its other obligations under the Loan Agreement o Limits ability of Guarantor to grant other liens on or sell its property o Provides Lender with other rights This summarizes selected provisions of this agreement. It is intended to serve as a communications tool and, as such, does not cover every term. Collateral for this Loan Agreement: 2014 KENWORTH T680 Description of Collateral: Exhibit A of this Agreement describes the collateral that is part of this agreement including (if it is the case) collateral that belongs to third party(ies) that is being pledged to secure this loan Insurance Required: Yes DS Initials: l Headquarters - 111 West St John St, Suite 800, San Jose, CA 95113 | T. 866.299.8173 w. opportunityfund.org/loans Branch - 5701 S Eastern Av, Suite 120, City of Commerce, CA Branch - 100 Bush Street, Suite 1550, San Francisco, CA 94104 2017v1 DocuSign Envelope ID: D7SCE3BF-01 1C-47FE-8076-BCE9741 DA7E2 Personal Guarantor Security Agreement . Si nature Pa e .pportunfl'y g g working capitalFund for working people Opportunity Fund Community Development is a California nonprofit organization. Our mission is to advance the economic well-being of working people by helping them earn, save and invest in their future. Opportunity Fund Community Development is a licensed lender under the California Finance Lender's Law. Our California Finance Lender's law license number 6050609. This Security Agreement, which consists of the Security Agreement Basic Terms, Terms and Conditions, and Exhibit A and this Signature Page (collectively, “Agreement”), creates a binding security agreement between Guarantor and Lender, and secures Guarantor’s obligations to Lender under the Guaranty Agreement identified above. By signing below, Guarantor confirms that Guarantor understands and agrees to the terms of this Agreement. KIRSTEN LADELL QUINN Name: n ml hu-m-usian ’ BY: [ mm» WELLmm TitleFvapmfiasDHA... Date: 06/01/2018 For: Opportunity Fund Community Development Name: KRISTINA BOYD I '_, Dy. L I3335F60391094BA... Date: 06/01/2018 DocuSign Envelope ID: D750E33F-01 1C-47FE-8076-80E9741DA7E2 O .pportunfly ki 't lFund gfivgriifilagpgople 1. Creation of Security Interest 1.1 Grant of Security Interest Guarantor grants and pledges to Lender a continuing security interest to secure prompt repayment and performance of Borrower’s obligations under (i) this Loan Agreement and (ii) any other indebtedness that Borrower may have outstanding from Lender under the present time or in the future in (a) the property of Guarantor and all proceeds of the property described in Exhibit A and (b) the property of Borrower and all proceeds of the property pledged to secure the repayment of any other indebtedness that Borrower has outstanding from Lender at the present time or in the future (the “Collateral”). Such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and is intended to and will constitute a valid, first priority security interest in later-acquired Collateral. Borrower agrees that Lender may correct any typographical error in the description of the Collateral (including but not limited to the Vehicle Identification Number) included herein and that Borrower's grant and pledge of a continuing security interest in the property of Borrower shall remain intact. 1.2 Possession Except as otherwise provided in this Agreement or the Guaranty Agreement, Guarantor may have possession of the tangible personal properw and beneficial use of all Collateral, and may use it in a manner consistent with this Agreement and the Gua ranty Agreement. 1.3 Financing Statements Guarantor authorizes Lender to file with the California Secretary of State, and any other appropriate agencies, a UCC financing statement, or alternatively, copies of the Guaranty Agreement and this Agreement, to perfect Lender’s security interest. The Guarantor will, upon the Lender’s request, execute or obtain from third parties and deliver to the Lender such further instruments and assurances as the Lender deems necessary or advisable from the confirmation or perfection of the Lender’s right hereunder. 1.4 Attorney-in-Fact Guarantor irrevocably appoints Lender as Guarantor’s attorney-in-fact for the purpose of executing any documents and taking any actions necessary to perfect, amend, or to continue the security interest granted under this Agreement, and, upon any Event of Default, to preserve, process, maintain, and protect the Collateral. 2. Guarantor's Conduct 2.1 Upkeep Personal Guarantor Security Agreement Terms and Conditions Guarantor will maintain the Collateral in an orderly and efficient manner and in good working order. 2.2 Sale of Collateral Guarantor will not, without prior written consent of Lender: (i) sell, contract for sale, or otherwise dispose of any of the Collateral except in the ordinary course of business; or (ii) change the physical location of the Collateral except in the ordinary course of business. 2.3 Collections Guarantor will diligently collect all accounts due to Guarantor, contract rights, instruments, letters of credit, and/or general intangibles included in the Collateral. 2.4 Rights in Collateral Guarantor wiII defend the Collateral against any liens, and wiH defend the right, title, and interest of the Lender in and to any of Guarantor’s rights under the Collateraf against the claims and demands of any other parties. 2.5 Indemnification Guarantor will protect Lender’s interest in the Collateral against persons claiming against or through the Guarantor, at all times keeping the property free from any legal process, lien or encumbrance ancl shall give the Lender immediate written notice of any claim as to the foregoing and will indemnify the Bank from any loss caused thereby defend, and hold Lender, and its directors, officers, employees, agents, and affiliates (collectively “Lender Parties"), harmless from and against any and all third party claims and expenses, including, without limitation, reasonable attorneys’ fees and expenses, that may be suffered by Lender arising from Lender’s interest in the Collateral. 2.6 Insurance Guarantor will maintain such insurance on the Collateral (including vehicle Coilateral) and will name Lender as an additional insured on such insurance policies, as Lender may request. Guarantor agrees to keep the coHateral described in the Security Agreement insured against all risks including fire, theft and liability. The insurance will be maintained in the amount specified in the Security Agreement, or such other amount as specified by the Lender from time to time. Guarantor will maintain insurance coverage on the collateral until the Loan is paid in fulI. The insurance carrier providing the insurance will be chosen by Guarantor subject to the Lender’s right to disapprove Guarantor’s choice, which will not be exercised unreasonably. Guarantor agrees to provide Lender with proof of insurance coverage at the address indicated in the Security Agreement with an effective date no later than the date indicated in the Security Agreement. If Guarantor fails to maintain insurance coverage, Lender may obtain DocuSign Envelope ID: D750EBBF-O1 1C-47FE-8076-BCE9741DA7E2 Opportunity Fund gglworfiigagpggéple insurance coverage at Lender’s option and Guarantor’s expense. Lender is under no obligation to purchase any particular type or amount of insurance coverage. As a result, such insurance coverage may not protect Guarantor, Guarantor’s equity in the collateral or the contents of the property against any risk, hazard or liability, may not provide any public liability or property damage indemnification, may not meet the requirements of any financial responsibility laws and may provide greater or lesser coverage than was previously in effect. Guarantor acknowledges that the cost of such insurance may significantly exceed the cost of insurance that Guarantor could have obtained. Any amount paid by Lender under this Section 2.8 will become additional debt of Guarantor under the Agreement. Guarantor authorizes Lender to provide any information regarding Guarantor, the Collateral or the Agreement that Lender deems necessary or appropriate to any third party including any insurance agent or carrier for the purpose of obtaining insurance coverage on the Collateral. 3. Guarantor Problems and Lender Rights 3.1 Lender Remedies Upon the occurrence and during the continuance of an Event of Default, Lender may, in its sole discretion, without notice of its election and demand, do any one or more of the following, all of which are authorized by Guarantor: (a) require Guarantor to assemble the Collaterai and the records pertaining to the Collateral, and make them available to Lender at a place designated by Lender; (b) enter any premises where any Collateral may be located and take possession of the Collateral with or without judiciai process; (c) use, sell, assign, lease, or otherwise dispose of the Collateral or any part thereof and at any location, and at public or private sale, upon such terms as are acceptable to Lender; and(e) collect the payments, rents, income, revenues arising from the Collateral; or (d) otherwise enforce the security interest created under this Agreement and exercise any one or more of the rights and remedies it may have under the California Commercial Code, as in effect from time to time with respect to any such Collateral this Agreement or other applicable law. Any requirement of the UCC for reasonable notice shall be met if such notice is mailed, postage prepaid, to the Customer at least five (5) days prior to the time of the event giving rise to the requirement of notice. Notice shall be mailed to the address of the Guarantor as shown Personal Guarantor Security Agreement Terms and Conditions on the records of the Lender for the Loan. The Lender shall have no responsibility for the collection or protection of the collateral or any part thereof or to exercise (or give notice to the Guarantor of) any opinion, privilege or right with respect to the collateral, all of which are waived by the Guarantor. The Bank at its option may transfer or register all or any part of the Collateral into its or its nominee's name without any indication of security interest, without notice and either before or after the maturity of the Loan. The Lender may transfer the Loan and deliver the Collateral to the transferee, and the transferee shall become vested with all powers and rights given to the Lender with respect to the collateral. All of Lender’s rights, powers, and remedies under this Agreement are in addition to all rights, powers, and remedies given to Lender at law or equity. The exercise of one of these rights or remedies will not impair Lender's right to exercise any other right or remedy. 3.2 Collateral Preservation If Guarantor fails to care for the Collateral as provided in this Agreement, Lender may take any action that it deems appropriate, inciuding, without limitation, entering Guarantor’s premises and taking actions that may be necessary to preserve the Collaterai. AH expenditures incurred by Lender under this Section 3.2 will become part of Guarantor’s obligations under the Guaranty Agreement. It is understood that Lender wiil not be required to take any steps necessary to preserve any rights in the Coilaterai against prior parties, nor to protect, preserve, or maintain any Coliateral while it is in Guarantor’s possession. 3.3 Other Parties If ownership of the Collateral becomes vested in a person other than Guarantor, Lender, without notice to Guarantor, may deal with such persons without releasing Guarantor from its obligations under the Guaranty Agreement. In addition, if any part of the Collateral is sold or otherwise transferred outside of the ordinary course with the consent of Lender, then Lender may require that all proceeds of such transactions be made immediately available to Lender in a form jointly payable to Guarantor and Lenden 3.4 Guarantor’s Sole Responsibility Guarantor will remain responsible for and liable under each of its contracts, leases and licenses. Lender will have no obligation or liability under any contract, lease, or license by reason of or arising out of this Agreement. 4. Representations and Warranties Guarantor represents and warrants to Lender the following: DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 .pporfunify working capitalFund for working people 4.1 Business Address and Assumed Names Guarantor maintains its principal office at the location set out on the first page of this Agreement. Guarantor keeps its books and records, including, without limitation, its records concerning the Collateral, at such principal office. Guarantor does not operate under any trade or assumed name except as set out on the first page of this Agreement. Guarantor has filed or recorded all documents or filings required by law relating to all trade or assumed business names used by Guarantor. 4.2 Security Interests The provisions of this Agreement create valid security interests in all Collateral in favor of Lender, and such security interests constitute perfected and continuing security interests in aH Collateral, having priority over all other security interests or liens on Collateral. 4.3 Liens Except as disclosed to Lender, Guarantor has not entered into or granted any security or pledge agreements, or permitted the filing or attachment of any security interests, liens, or other charges, on or affecting any of the Collateral, or signed any financing statements reiating to the Collateral, except for the security interests and related financing statements in favor of Lender as provided by this Agreement. 5. General Provisions 5.1 Entire Agreement This Agreement, together with the Guaranty Agreement relating to this Agreement, expresses the final, complete, and exclusive agreement between Lender and Guarantor, and supersedes all prior or contemporaneous communications, representations, understandings, and agreements, either oral or written, relating to the lending relationship set out in this Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Borrower’s obligations under the Loan Agreement, both for principal, interest and all fees, have been fully paid and satisfied and all agreements of the Lender to extend credit to or for the account of the Borrower have expired or otherwise have been terminated. Upon such termination of this Agreement, the Lender shall, according to internal procedure, forthwith release its security interest hereunder. 5.2 Amendment This Agreement may be amended only as stated in a written document signed by both Lender and Guarantor which states that it is an amendment to this Agreement. Personal Guarantor Security Agreement Terms and Conditions 5.3 Successors and Assigns This Agreement will bind and inure to the benefit of the respective successors and assigns of each of Guarantor and Lender. Guarantor will not, directly or indirectly by way of merger or consolidation, assign its rights or delegate its duties under this Agreement without Lender’s prior written approval. Lender may, without the consent of Guarantor, assign or grant participation rights in all or any portion of its rights under this Agreement to one or more financial institutions or an agent of such financial institutions. In connection with this assignment, Lender may disclose all documents and information that Lender has or may later have relating to Guarantor. 5.4 Severability If any provision in this Agreement is held invalid or unenforceable, the other provisions wiil remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by an. 5.5 Waiver Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement wii! not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement. 5.6 No Presumption Against Drafter This Agreement will be construed without regard to any presumption or rule requiring construction against the party drafting the Agreement. 5.7 JURY TRIAL WAIVER TO THE EXTENT PERMI'ITED BY LAW, EACH 0F LENDER AND GUARANTOR, AFFER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF BOTH PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT 0R ANY OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT BETWEEN LENDER AND GUARANTOR. 5.8 Attorney's Fees If there is any mediation, arbitration or legal action to enforce or interpret this Agreement, then the prevailing party will be entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys’ fees and costs, incurred in the action or proceeding. Attorneys’ fees and costs will include paralegal fees, expert witness fees, copy and delivery costs, and all other costs and expenses. 5.9 Consent of Use of Electronic Signature Guarantor consents and agrees that its use of a key pad, mouse or other device to select an item, button, DocuSign Envelope ID: D7SCE3BF-01 1C-47FE-8076-SCE9741 DA7E2 Opportuniw Fundgmzngzsm icon or similar act/action while using any electronic service Lender offers or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions shall be of the same legal effect, validity and enforceability as a manually executed signature subject to the Federal Electronic Signatures in Global Commerce Act and any state law governing electronic signatures and records. Further, Guarantor agrees that Lender does not accept responsibility for the authenticity of any such signature and will not be liable for any loss, expense or cost arising out of any fraudulent or unauthorized signature and that no certification authority or other third party verification is necessary to the validity of your electronic signature. The lack of such certification or verification wi!l not in any way affect the enforceability of Guarantor’s signature or any resulting contract between Guarantor and Lender. 5.10 Costs of Enforcement Guarantor will, upon demand, immediately reimburse Lender for all costs and expenses, including attorney Personal Guarantor Security Agreement Terms and Conditions fees, incurred in collecting, enforcing or restructuring Guarantor’s obligations under this Agreement. 5.11 Governing Law; Jurisdiction This Agreement will be governed by California law. Guarantor consents to the exclusive jurisdiction of the state and federal courts for Santa Clara County, California. 5.12 Counterparts This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes effective delivery. 5.13 Additional Information For additional information about Lender, contact the Department of Business Oversight, State of California. DocuSign Envelope ID: D750E3BF-01 1C-47FE-8076-SCE9741 DA7E2 .ppOr'l'Ufli'l'y Personal Guarantor Security Agreement Fund working capital Exhibit Afor working people Description of Collateral The word “Collateral” as used in this Agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and all accessions, additions, replacements of and substitutions related to any of following described property; all records of any kind relating to any of the following described property; all proceeds relating to any of the following described property (including insurance, general intangibles and other account proceeds) wherever located: (a) All goods and equipment now owned or hereafter acquired, including, without limitation, computer equipment, office equipment, machinery, furniture, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever !ocated; (b) All now existing and hereafter arising accounts, equipment leases, retail installment contracts, contract rights, royalties, license rights, and all other forms of obligations owned by or owed to the Guarantor arising out of the sale or lease of goods, the licensing of technology, or the rendering of services by the Guarantor, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by the Guarantor and the Guarantor’s books relating to any of the foregoing; (c) All inventories now owned or hereafter acquired, including, without limitation, all consigned inventory, merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, containers, items held for sale, items held for lease, items for which Guarantor is lessor, goods to be furnished under contract for services, materials used or consumed in Guarantor’s business, including such inventories as are temporarily out of the Guarantor’s custody or possession or in transit and inciuding any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and the Guarantor’s books relating to any of the foregoing; (d) All lessor and lessee rights under any and ail leases of personal and real properties; (e) All contract rights, general intangibles, health care insurance receivables, payment intangibles, and commercial tort claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights (and applications and registrations therefor), trademarks and service marks (and applications and registrations therefor), tradenames and rights thereto, inventions, copyrights, trade names, trade styles, software and computer programs, trade secrets, methods, processes, know-how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and development, goodwill, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer lists, route lists, infringements, claims, computer programs, computer disks, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind and whether in tangible or intangible form; (f) All documents, cash, deposit accounts, letters of credit, letter of credit rights, supporting obligations, certificates of deposit, instruments, and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, now owned or hereafter acquired and the Guarantor’s books relating to the foregoing; (g) Any and all claims, rights, and interests in any of the above and all substitutions for, additions and accessions to, and proceeds thereof, including, without limitation, insurance, condemnation, requisition, or similar payments and the proceeds thereof; and DocuSign Envelope ID: D75CEBBF-01 1C-47FE-8076-80E9741DA7E2 .pporfuni'ly Personal Guarantor Security Agreement Fund¥3$25$iifia£§§éple Exhibit A Collateral 2014 KENWORTH T680 VIN#: 1XKYD49X1EJ389364 DocuSign Envelope ID: D75CE3BF-01 1 C-47FE-8076-SCE9741 DA7E2 Business Security Agreement .pportuni'ly working capitalFund for working people Basic Terms Borrower name and trade name: KIRSTEN LADELL QUINN Borrower address and contact person: 1237 VICTOR ST APT 8, EL CAJON, CA, 92021-4655 KIRSTEN LADELL QUINN|(909) 287-9548! itskirs@gmai|.com Loan Agreement to which this agreement relates: Loan Agreement, dated as of 06/01/2018, between Borrower and Opportunity Fund Community Development (“Lender”) Loan amount: $54750 Due date: 6/15/2023 Loan number: 39910-1 Capitalized terms used in this Security Agreement and not otherwise defined have the meanings given them in the Loan Agreement. Purpose of this document: - Grants Lender a lien in Borrower’s property described in Exhibit A o Permits Lender to foreclose and sell Borrower’s property if Borrower fails to repay the loan or meet its other obligations under the Loan Agreement o Limits ability of Borrower to grant other liens on or sell its property o Provides Lender with other rights This summarizes selected provisions of this agreement. It is intended to serve as a communications tool and, as such, does not cover every term. Collateral for this Agreement: 2014 KENWORTH T680 Description of Collateral: Exhibit A of this Agreement describes the collateral that is part of this agreement inciuding (if it is the case) collateral that belongs to third party(ies) that is being pledged to secure this loan Insurance Required: Yes Rik? Initials: ¥-_ Headquarters - 111 West St John St, Suite 800, San Jose, CA 95113 | T. 866.299.8173 w. opportunityfundmrg/Ioans Branch o 5701 S Eastern Av, Suite 120, City of Commerce, CA Branch ' 100 Bush Street, Suite 1550, San Francisco, CA 94104 2017 v] DocuSign Envelope ID: D75CEBBF-01 1C-47FE-8076-8CE9741DA7E2 .pportunify Business Securi_ty Agreement Fundworkingcapital Slgnature Pagefor working people Opportunity Fund Community Development is a California nonprofit organization. Our mission is to advance the economic well-being of working people by helping them earn, save and invest in their future. Opportunity Fund Community Development is a Finance Lender under the California Finance Lender’s Law. Our California Finance Lender’s Law license number is 6050609. This Security Agreement, which consists of the Security Agreement Basic Terms, Terms and Conditions, and Exhibit A and this Signature Page (collectively, “Agreement"), creates a binding security agreement between Borrower and Lender, and secures Borrower's obligations to Lender under the Loan Agreement identified above. By signing, you (the person signing this Agreement on behalf of the Borrower) represent on behalf of the Borrower and its owner/officers/partners that you (1) are an authorized representative of the Borrower with authority to enter into contracts on behalf of Borrower; (2) you are authorized to enter into this Agreement with Lender and to grant a security interest in the Collateral listed in Exhibit A. You have received and read the Loan Agreement and this Agreement and agree to be liable for and pay all amounts due under the Loan Agreement and this Agreement in accordance with the terms of the Loan Agreement and this Agreement. For: KIRSTEN LADELL QUINN Name: KIRSTEN LADELL QUINN DocuSigned by: Signed By: HKSW Mogul QMMU L144F60A2788D47A... Title: Owner Date: 06/01/20 18 For: Opportunity Fund Community Development Name: KRISTINA BOYD DocuSigned by: Signed By: msfim 6091’ L6335F603910948A,.. Date: 06/01/2018 DocuSign Envelope ID: D75CESBF-01 1C-47FE-8076-SCE9741 DA7E2 .pportunify working capitalFund for working people 1. Creation of Security Interest 1.1 Grant of Security Interest Borrower grants and pledges to Lender a continuing security interest to secure prompt repayment and performance of Borrower’s obligations under (i) this Loan Agreement and (ii) any other indebtedness that Borrower may have outstanding from Lender under the present time or in the future in (a) the property of Borrower and all proceeds of the property described in Exhibit A and (b) the property of Borrower and all proceeds of the property pledged t0 secure the repayment of any other indebtedness that Borrower has outstanding from Lender at the present time or in the future (the “Collateral”). Such security interest constitutes a vaiid, first priority security interest in the presently existing Collateral, and is intended to and will constitute a valid, first priority security interest in later- acquired Collateral. Borrower agrees that Lender may correct any typographical error in the description of the Coliateral (including but not limited to the Vehicle Identification Number) included herein and that Borrower's grant and pledge of a continuing security interest in the property of Borrower shall remain intact. 1.2 Possession Except as otherwise provided in this Agreement or the Loan Agreement, Borrower may have possession of the tangible personal property and beneficial use of all Collateral, and may use it in a manner consistent with this Agreement and the Loan Agreement. 1.3 Financing Statements Borrower authorizes Lender to file with the California Secretary of State, [at Borrower's expense] and any other appropriate agencies, a UCC financing statement, or alternatively, copies of the Loan Agreement and this Agreement, to perfect Lender’s security interest. The Borrower will, upon the Lender’s request, execute or obtain from third parties and deliver to the Lender such further instruments and assurances as the Lender deems necessary or advisable from the confirmation or perfection of the Lender’s right hereunder. 1.4 Attorney-in-Fact Borrower irrevocably appoints Lender as Borrower’s attorney-in-fact for the purpose of executing any documents and taking any actions necessary to perfect, amend, or to continue the Business Security Agreement Terms and Conditions security interest granted under this Agreement, and, upon any Event of Default, to preserve, process, maintain, and protect the Collateral. 2. Borrower’s Conduct 2.1 Upkeep Borrower will maintain the Collateral in an orderly and efficient manner and in good working order. 2.2 Sale of Collateral Borrower will not, without prior written consent of Lender: (i) sell, contract for sale, or otherwise dispose of any of the Collateral except in the ordinary course of business; or (ii) change the physical location of the Collateral except in the ordinary course of business. 2.3 Collections Borrower wili diligently collect all accounts due to Borrower, contract rights, instruments, letters of credit, and/or general intangibles included in the Collateral. 2.4 Rights in Collateral Borrower will defend the Collateral against any liens, and will defend the right, title, and interest of the Lender in and to any of Borrower’s rights under the Collateral against the claims and demands of any other parties. 2.5 Indemnification Borrower will protect Lender's interest in the Collateral against persons claiming against or through the Borrower, at all times keeping the property free from any legal process, lien or encumbrance and shall give the Lender immediate written notice of any claim as to the foregoing and will indemnify the Bank from any loss caused thereby and otherwise defend, indemnify, and hold Lender, and its directors, officers, employees, agents, and affiliates (collectively “Lender Parties”), harmless from and against any and all third party claims and expenses, including, without limitation, reasonable attorneys' fees and expenses, that may be suffered by Lender arising from Lender’s interest in the Coliateral. 2.6 Insurance Borrower will maintain such insurance on the Collateral (including vehicle Collateral) and will name Lender as an additional insured on such insurance policies, as Lender may request. Borrower agrees to keep the collateral described in the Security Agreement insured against all risks including fire, theft and liability. The insurance wiII be maintained in the amount specified in the Security Agreement, 0r such other DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-BCE9741 DA7E2 .pporfuni'l'y working capitalFund for working people amount as specified by the Lender from time to time. Borrower will maintain insurance coverage on the Collateral until the Loan is paid in full. The insurance carrier providing the insurance will be chosen by Borrower subject to the Lender’s right to disapprove Borrower’s choice, which will not be exercised unreasonably. Borrower agrees to provide Lender with proof of insurance coverage at the address indicated in the Security Agreement with an effective date no later than the date indicated in the Security Agreement. If Borrower fails to maintain insurance coverage, Lender may obtain insurance coverage at Lender’s option and Borrower’s expense. Lender is under no obligation to purchase any particular type or amount of insurance coverage. As a result, such insurance coverage may not protect Borrower, Borrower’s equity in the Coliateral or the contents of the Collateral against any risk, hazard or liability, may not provide any public liability or property damage indemnification, may not meet the requirements of any financial responsibility laws and may provide greater or Eesser coverage than was previously in effect. Borrower acknowledges that the cost of such insurance may significantiy exceed the cost of insurance that Borrower could have obtained. Any amount paid by Lender under this Section 2.6 will become additional debt of Borrower under the Loan Agreement. Borrower authorizes Lender to provide any information regarding Borrower, the Collateral or the Loan Agreement that Lender deems necessary or appropriate to any third party inciuding any insurance agent or carrier for the purpose of obtaining insurance coverage on the Collateral. 3. Borrower Problems and Lender Rights 3.1 Lender Remedies Upon the occurrence and during the continuance of an Event of Default, Lender may, in its sole discretion, without notice of its election and demand, do any one or more of the following, all of which are authorized by Borrower: (a) require Borrower to assemble the Collateral and the records pertaining to the Collateral, and make them available to Lender at a place designated by Lender; (b) enter any premises where any Collateral may be located and take possession of the Collateral with or without judicial process; (c) use, sell, assign, lease, or otherwise dispose of the Collateral or any part thereof and at any location, and at public or private sale, upon such terms as are acceptable to Lender; Business Security Agreement Terms and Conditions (d) otherwise enforce the security interest created under this Agreement and exercise any and all rights it may have under the California Commercial Code as in effect from time to time with respect to any such Collateral this Agreement or other applicable law. Any requirement of the UCC for reasonable notice shall be met if such notice is mailed, postage prepaid, to the Customer at least five (5) days prior to the time of the event giving rise to the requirement of notice. Notice shall be mailed to the address of the Borrower as shown on the records of the Lender for the Loan. The Lender shall have no responsibility for the collection or protection of the collateral or any part thereof or to exercise (or give notice to the Borrower of) any opinion, privilege or right with respect to the Collateral, all of which are waived by the Borrower, Ali of Lender’s rights, powers, and remedies under this Agreement are in addition to all rights, powers, and remedies given to Lender at law or equity. The exercise of one of these rights or remedies will not impair Lender’s right to exercise any other right or remedy; or (e) collect the payments, rents, income, and revenues arising from the Collateral. 3.2 Collateral Preservation If Borrower fails to care for the Collateral as provided in this Agreement, Lender may take any action that it deems appropriate, including, without limitation, entering Borrower’s premises and taking actions that may be necessary to preserve the Collateral. All expenditures incurred by Lender under this Section 3.2 will become part of Borrower’s obligations under the Loan Agreement. It is understood that Lender wiH not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve, or maintain any Collateral while it is in Borrower’s possession. 3.3 Other Parties If ownership of the Collateral becomes vested in a person other than Borrower, Lender, without notice to Borrower, may deal with such persons without releasing Borrower from its obligations under the Loan Agreement. In addition, if any part of the Collateral is sold or otherwise transferred outside of the ordinary course with the consent of Lender, then Lender may require that ail proceeds 0f such transactions be made immediately available to Lender in a form jointly payable to Borrower and Lender. 3.4 Borrower’s Sole Responsibility DocuSign Envelope ID: D75CESBF-01 1C-47FE-8076-8CE9741 DA7E2 .pportunify working capitalFund for working people Borrower will remain responsible for and liable under each of its contracts, leases and licenses. Lender will have no obligation or liability under any contract, lease, or license by reason of or arising out of this Agreement. 4. Representations and Warranties Borrower represents and warrants to Lender the following: 4.1 Business Address and Assumed Names Borrower maintains its principai office at the location set out on the first page of this Agreement. Borrower keeps its books and records, including, without limitation, its records concerning the Collateral, at such principal office. Borrower does not operate under any trade or assumed name except as set out on the first page of this Agreement. Borrower has filed or recorded all documents or filings required by law relating to all trade or assumed business names used by Borrower. 4.2 Security Interests The provisions of this Agreement create valid security interests in all Collateral in favor of Lender, and such security interests constitute perfected and continuing security interests in all Collateral, having priority over all other security interests or liens on Coliateral. 4.3 Liens Except as disclosed to Lender, Borrower has not entered into or granted any security or pledge agreements, or permitted the filing or attachment of any security interests, liens, or other charges, on or affecting any of the Collateral, or signed any financing statements relating to the Collateral, except for the security interests and related financing statements in favor of Lender as provided by this Agreement. 5. General Provisions 5.1 Entire Agreement This Agreement, together with the Loan Agreement relating to this Agreement, expresses the final, complete, ancl exclusive agreement between Lender and Borrower, and supersedes all prior or contemporaneous communications, representations, understandings, and agreements, either oral or written, relating to the lending relationship set out in this Agreement. This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect until all of the Borrower's obligations under the Loan Agreement, both for principal, interest and all fees, have been fully paid and satisfied and all agreements of the Lender to extend credit Business Security Agreement Terms and Conditions to or for the account of the Borrower have expired or otherwise have been terminated. Upon such termination of this Agreement, the Lender shall, according to internal procedure, forthwith release its security interest hereunder. 5.2 Amendment This Agreement may be amended oniy as stated in a written document signed by both Lender and Borrower which states that it is an amendment to this Agreement. 5.3 Successors and Assigns This Agreement will bind and insure to the benefit of the respective successors and assigns of each of Borrower and Lender. Borrower will not, directly or indirectly by way of merger or consolidation, assign its rights or delegate its duties under this Agreement without Lender’s prior written approval. Lender may, without the consent of Borrower, assign or grant participation rights in all or any portion of its rights under this Agreement to one or more financial institutions or an agent of such financiai institutions! In connection with this assignment, Lender may disclose all documents and information that Lender has or may later have relating to Borrower. 5.4 Severability If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law. 5.5 Waiver Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement. 5.6 No Presumption Against Drafter This Agreement will be construed without regard to any presumption or rule requiring construction against the party drafting the Agreement. 5.7 Jury Trial Waiver TO THE EXTENT PERMITI'ED BY LAW, EACH OF LENDER AND BORROWER, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS 0R HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF BOTH PARTIES, WAIVES ANY RIGHT T0 TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT 0F OR DocuSign Envelope ID: D75CE3BF-O1 1C-47FE-8076-BCE9741 DA7E2 .pportunify working capital Fund for working people RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT BETWEEN LENDER AND BORROWER. 5.8 Attorney’s Fees If there is any mediation, arbitration or legal action to enforce or interpret this Agreement, then the prevailing party will be entitled to recover from the non-prevailing party all costs and expenses, including reasonable attorneys’ fees and costs, incurred in the action or proceeding. Attorneys’ fees and costs will include paralegal fees, expert witness fees, copy and delivery costs, and all other costs and expenses. 5.9 Consent of Use of Electronic Signature Borrower consents and agrees that its use of a key pad, mouse or other device to select an item, button, icon or similar act/action while using any electronic service Lender offers or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions shall be of the same iegal effect, validity and enforceability as a manually executed signature subject to the Federal Electronic Signatures in Global Commerce Act and any state law governing electronic signatures and records. Further, Borrower agrees that Lender does not accept responsibility for the authenticity of any such signature and will not be iiable for any loss, expense or cost arising out of Business Security Agreement Terms and Conditions any fraudulent or unauthorized signature and that no certification authority or other third party verification is necessary to the validity of your electronic signature. The lack of such certification or verification will not in any way affect the enforceabiiity of Borrower’s signature or any resulting contract between Borrower and Lender. 5.10 Costs of Enforcement Borrower will, upon demand, immediately reimburse Lender for all costs and expenses, including attorney fees, incurred in collecting, enforcing or restructuring Borrower’s obligations under this Agreement. 5.11 Governing Law; Jurisdiction This Agreement will be governed by California law. Borrower consents to the exclusive jurisdiction of the state and federal courts for Santa Clara County, California. 5.12 Counterparts This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts constitutes effective delivery. 5.13 Additional Information For additional information about Lender, contact the Department of Business Oversight, State of California. DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 .ppori'uni‘l'y Business Security Agreement F d working.capital . .un for working people EXhlbIt A Description of Collateral The word “Collateral” as used in this Agreement includes the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and all accessions, additions, replacements of and substitutions related to any of following described property; all records of any kind relating to any 0f the following described property; all proceeds relating to any 0f the following described property (including insurance, general intangibles and other account proceeds) wherever located. (a) All goods and equipment now owned or hereafter acquired, including, without limitation, computer equipment, office equipment, machinery, furniture, fixtures, vehicles, and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions, and improvements to any of the foregoing, wherever located; (b) All now existing and hereafter arising accounts, equipment leases, retail installment contracts, contract rights, royalties, license rights, and all other forms of obligations owned by or owed to the Borrower arising out of the sale or lease of goods, the licensing of technology, or the rendering of services by the Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as weli as all merchandise returned to or reclaimed by the Borrower and the Borrower’s books relating to any of the foregoing; (c) All inventories now owned or hereafter acquired, including, without limitation, all consigned inventory, merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, containers, items held for sale, items held for lease, items for which Borrower is lessor, goods to be furnished under contract for services, materials used or consumed in Borrower's business, including such inventories as are temporarily out of the Borrower’s custody or possession or in transit and inciuding any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and the Borrower’s books relating to any of the foregoing; (cl) All lessor and lessee rights under any and all leases of personal and real properties; (e) All contract rights, general intangibles, health care insurance receivables, payment intangibles, and commercial tort claims, now owned or hereafter acquired, including, without limitation, all patents, patent rights (and applications and registrations therefor), trademarks and service marks (and applications and registrations therefor), tradenames and rights thereto, inventions, copyrights, trade names, trade styles, software and computer programs, trade secrets, methods, processes, know-how, drawings, specifications, descriptions, and all memoranda, notes, and records with respect to any research and deveiopment, goodwill, license agreements, franchise agreements, blueprints, drawings, purchase orders, customer fists, route lists, infringements, claims, computer programs, computer disks, literature, reports, catalogs, design rights, income tax refunds, payments of insurance and rights to payment of any kind and whether in tangible or intangible form; (f) All documents, cash, deposit accounts, letters of credit, letter of credit rights, supporting ongations, certificates of deposit, instruments, and investment property, including, without limitation, all securities, whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, wherever located, now owned or hereafter acquired and the Borrower’s books relating to the foregoing; (g) Any and all claims, rights, and interests in any of the above and all substitutions for, additions and accessions to, and proceeds thereof, including, without limitation, insurance, condemnation; requisition, or similar payments and the proceeds thereof; and DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 .pporl'unity working capitalFund for working people Collateral VEHICLE 2014 KENWORTH T680 VIN#: VIN#: 1XKYD49X1EJ389364 Business Security Agreement Exhibit A DocuSign Envelope ID: D75CE3BF-01 1C-47FE-8076-8CE9741 DA7E2 BORROWER CERTIFICATION FOR SMALL BUSINESS LOAN ENROLLMENTS Your loan is being enrolled in the California Capital Access Program (CalCAP). You are the “Borrower”. By signing this document below, you certify to the following: o Borrower is a small business concern as defined in 4 CCR §8070(t) ofthe California Code ofRegulations which state: (t) “Qualified Business” and “Small Business Concern” means a business as set forth in Health and Safety Code Section 44559.1 subdivision (i) and (m), that is not dominant in its field ofoperation, and that together with affiliates, has 500 or fewer employees. * (i) "Qualified business" means a small business concern that meets both 0fthe following criteria, regardless ofwhether the small business concern has operations that affect the environment: (1) It is a corporation, partnership, cooperative, or other entity, whether that entity is a nonprofit entity or an entity established for profit that is authorized to conduct business in the state. (2) It has its primary business location within the boundaries ofthe state. (m)“Smal| business concern" has the same meaning as in Section 632 ofTitle 15 ofthe United States Code, 0r as otherwise provided in regulations ofthe authority. o “Primary business location in California" as defined in 4 CCR §8070(0) ofthe California Code ofRegulations means that a business will be deemed to be located in California if either: (1 ) a majority ofthe employees ofthe business are located in California; 0r (2) the Executive Director determines that the Primary business location is in California by finding that the average 0fthe "Payroll Factor" as defined in Revenue and Taxation Code Section 25132, the "Income Factor" as defined in Revenue and Taxation Code Section 25128, and the "Sales Factor" as defined in Revenue and Taxation Code Section 25134 is greater than 50 percent. o Borrower obtained a loan that is for a business activity that has its primary economic effect in California as defined in 4 CCR §8070(q) ofthe California Code ochgulations which state: (q) "Primary economic effect in California" means, as applied to a business activity, that either ofthe following conditions exists: At least 51 percent offlle total revenues ofthe business activity are generated in California; 0r At least 51 percent ofthe total jobs ofthe business activity are created or retained in California. a The loan proceeds will be used for a business activity permitted under 4 CCR §8070(u) 0fthe California Code ofRegulations which state: (u)“Qualified Loan” means a loan or a portion ofa loan made by a Participating Financial Institution to a Qualified Business for any business activity that has its Primary economic effect in California. A QuaEified Loan may be made En the form ofa line ofcredit, in which case the Panjcipating Financial Institution shall specify the amount ofthe line ofcredit to be covered under the Program, which may be equal to the maximum commitment under the line ofcredit 0r an amount that is less than the maximum commitment. “Qualified Loan” does not include any ofthe following: (1) A loan for the construction or purchase ofresidential housing. (2) A loan to finance Passive Rea] Estate Ownership. (3) A loan for the Refinancing ofdebt already held by the Participating Financial Institution other than a prior Qualified Loan enrolled under the Program, except to the extent ofany increase in the outstanding balance. (4)A loan, the proceeds ofwhich will be used (A) to provide any ofthe following businesses or facilities, regardless ofthe source of funds used for the Authority's Contribution: (i) massage parlor, sauna or hot tub facility, racetrack, facility primarily used for gambling or to facilitate gambling, liquor store, bar, a store 0r other facility whose principal business is the sale offirearms, a store or other facility whose principal business is the manufacture or sale of tobacco or tobacco products, a store or other facility whose principal business is religious, escort service, nudist camp, adult entertainment (including strip clubs, adult book stores, and businesses whose principal business is the sale ofpornography), gun club, or shooting range or gallery. (ii) a business engaged in speculative activities that develop profits from fluctuations in price rather than through the normal course oftrade, such as wildcatting for oil and dealing in commodities futures, unless those activities are incidental to the regular activities 0fthe business and part oflegitimate risk management strategies to guard against price fluctuations related to the regular activities ofthe business; (iii) a business that earns more than half ofits annual net revenue fiom lending activities, unless the business is a non-bank or non-bank holding company certified as a Community Development Financial Institution; (iv) a business engaged in pyramid sales plans, where a participant's primary incentive is based on the sales made by an ever-increasing number ofparticipants; (v) a business engaged in activities that are prohibited by federal law or applicable law in the jurisdiction where the business is located or conducted. Included in these activities is the production, servicing, or distn'bution ofotherwise legal products that are to be used in connection with an illegal activity, such as selling drug paraphernalia or operating a motel that permits illegal prostitution on its premises; (Vi) businesses that may be restricted by federal law; (vii) activities that relate to acquiring or holding passive investments such as commercial real estate ownership, the purchase ofsecurities, and lobbying activities as defined in Section 3(7) ofthe Lobbying Disclosure Act of 1995. P.L. 104n65, as amended; (viii) financing a non-business purpose; Page l of2 Revised August 15, 2017 DocuSign Envelope ID: D7SCESBF-01 1C-47FE-8076-80E9741DA7E2 (ix) covering the unguaranteed portions ofan Small Business Administration loan unless the Authority receives prior written consent ofthe U.S. Treasury; or (x) supporting existing extension ofcredit, including prior loans, lines ofcredit or other borrowings that were previously made available as part ofa substantially similar governmental small business credit enhancement program. (B) to provide any ofthe following facilities when the Authority's Contribution will be paid for with fees from the issuance oftax-exempt bond sales, all items listed in (A) and: a store whose principal business is the sale ofalcoholic beverages for consumption offpremises, private or commercial golf course, country club, spas that provide massage services, tennis club, skating facility (including roller skating, skateboard, and ice skating), racquet sports facility (including any handball or racquetball court), suntan facility, airplane, aircraft, skybox (or other private luxury box), health club facility. (C) in any manner that could cause the interest on any bonds previously issued by the Authority to become subject t0 federal income tax, as specified in writing to all Participating Financial Institutions by the Executive Director. (5) any loan or portion thereof to the extent the same loan or portion thereof has been, is being, 0r will be enrolled in any other government program substantially similar to the Program. (6) any loan that exceeds $5,000,000. (7) any loan or portion thereof to the extent that enrollment ofthe loan will cause the Borrower (including all related entities among which a common entelprise exists) t0 have a total enrolled principal amount in excess of $2,500,000 at any Participating Financial Institution over a three-year period. a The Participating Financial Institution must obtain written certification from the Borrower as stated in 4 CCR §8072(c)( 1 8) ofthe California Code ofRegulations which state: (A) The loan will be used solely for a business purpose; (B) The loan will not be used to repay delinquent federal or state income taxes unless the Borrower has a payment plan in place with the relevant taxing authority; (C)The loan will not be used t0 repay taxes held in trust or escrow; (D) The loan will not be used to refinance or reimburse fimds owed to any owner, including any equity injection or injection of capital for the business' continuance; (E) The loan will not be used to purchase any portion ofthe ownership interest ofany owner ofthc business; (F) The loan will not be used to finance ineligible businesses or facilities identified in Section 8070; (G) The Borrower is not: (i) an executive officer, director, or principal shareholder ofthe Participating Financial Institution; (ii) a member ofthe immediate family ofan executive officer, director, or principal shareholder ofthe Participating Financial Institution; or (iii) a related interest ofsuch executive officer, director, principal shareholder, or member ofthe immediate family 0fthe Participating Financial Institution. o Borrower agrees to allow the participating financial institution to provide information from financial records ofthe Borrower upon request 0f the Executive Director ofthe CPCFA. 0 Borrower has no legal, beneficial 0r equitable, interest in the fees or the contribution. o The maximum loan amount is $5,000,000 and the Borrower is limited to a maximum of $2,500,000 enrolled over a 3 year period. 0 Borrower was notified, in writing, ifthe participating financial institution’s share ofthe fees for the qualified loan were paid by the Borrower. o Borrower has secured or made application for all applicable licenses or permits needed to conduct its business. 0 Borrower has received the CPCFA/CaJCAP Privacy Notice. KIRSTEN LADELL QUINN 39910-1 Business Name (please print) Lender Loan # KIRSTEN LADELL QUINN Owner Individual Name (please print) Individual Title (as it pertains to the business) DocuSigned by: 06/01/201 8 fllflsmvWm mm» S-igrmwmwmbove Individual Date Page 2 of2 Revised August 15, 2017
