Exhibit 10.41








 





 


6985 Union Park Center Ste 150


Cottonwood Heights, Utah 84047


 


NOTICE OF RIGHT TO RECEIVE A COPY OF
APPRAISAL


 


Dated: February 4, 2013


 


Property: Okuma Multus B400-Wx2000, YOM:2010/06, S/N148243


 


You have a right to receive a copy of the
appraisal report(s) (the “Appraisal”) respecting the Property used in connection with your application for credit.
If you would like a copy of the Appraisal you must send a request in writing no later than 90 days after we notify you about the
action taken on your credit application or when you withdraw your application.


 


Acknowledgement


 


By signing below, you acknowledge that you
have received, read and understood this Notice of Right to Receive a Copy of Appraisal.


 


	 	Meier Leasing, LLC
	 	Meier Management Company, LLC
	 	 
	 	By:	/s/ Annette D.
    Meier


 


	 	Title:	Member


 


	 	Print Name:	Annette D. Meier


 




    	 



    	 



    

  





 


6985 Union Park Center Ste 150


Cottonwood Heights, Utah 84047


 


STATEMENT OF DOCUMENTS RECEIVED


 


I, the undersigned acknowledge receipt
of the following documents;


 


		Ø	Appraisal dated 01/28/2013



 


Meier Leasing, LLC


 


Meier Management Company, LLC


 


	/s/ Annette D.
    Meier	 
	 	 
	Annette D. Meier	 


 




    	 



    	 



    

  





 


COMMERCIAL PATRIOT ACT DISCLOSURE


 


In an effort to help the US Government fight the funding of
terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information
that identifies each person who opens an account with our bank. You will be asked for documents and information which are used
to assist in validating the identity of each individual listed on the account. This is in accordance with Section 326 of the PATRIOT
ACT.


 


AUTHORIZATION TO OBTAIN CREDIT REPORTS


 


The undersigned hereby consent(s) to Proficio Bank, the use
of non-business consumer credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned
as principal, proprietor, and/or guarantor in connection with the extension of business credit as completed by this credit application.


 


The undersigned hereby authorize(s) Proficio Bank to utilize
a consumer credit report on the undersigned from time to time in connection with the extension or continuation of the business
credit represented by this credit application. The undersigned individual(s) hereby knowingly consent to the use of such credit
reports consistent with the Federal Fair Credit Reporting Act as contain in U.S.C, @ 1681 et seq.


 


	/s/ Annette D. Meier	 	2/4/13	 
	Signature	 	Date
	 	 	 
	Member	 	 
	Print, Position	 	 
	 	 	 
	Meier Management Company, LLC	 	26-1820292
	Name of Company	 	Tax Identification Number of Company
	 	 	 
	2221 N. 3250 W., Vernal, Utah 84078	 	 
	Address of Company (street address, city, state zip)	 	 


 




    	 



    	 



    

 


CERTIFICATE OF AUTHORITY


 


The undersigned being the only “Manager” of Meier
Leasing, LLC (the “Limited Liability Company”) does hereby certify that:


 


		1.	Attached hereto as Exhibit A is a true and correct copy
of the Certificate of Formation of the Limited Liability Company (as amended) effective as of, ____________________ and the same
remains in full force and effect as of the date hereof.



 


		2.	Attached hereto as Exhibit B is a true and correct copy
of the written Operating Agreement of the LimitedLiability Company dated ____________________ (the “Operating Agreement”)
and the same is the only such agreement, either written or oral, and the same has not been amended, rescinded, modified or dissolved,
and remains in full force and effect as of the date hereof.



 


		3.	The following are all of the Managers of the Limited
Liability Company:



 


Annette D Meier.


 


		4.	The members of the Limited Liability Company have authorized
the actions to be taken by the Manager as set forth herein, to the fullest extent required by law and by the terms of the Operating
Agreement.



 


		5.	The above named Manager acting on behalf of the Limited
Liability Company is authorized and empowered:



 


To borrow, from time to time,
from Proficio Bank (“Bank”), such sum or sums of money as said Managers may deem necessary or advisable for the purpose
of this Limited Liability Company, including without limitation, $592,000.00 evidenced by that certain Term Note, dated
February 4, 2013, by Meier Leasing, LLC and Meier Management Company, LLC in favor of the Bank in the original principal
amount of $592,000.00;


 


To mortgage, pledge, hypothecate, sell,
assign and transfer to Bank and to grant to Bank security interests In, as security for money borrowed and for all other obligations
of this Limited Liability Company to Bank, all property of this Limited Liability Company, whether real, personal, or of whatever
kind or nature and wherever situated, and whether now owned or hereafter acquired or arising; and


 


To make, execute, seal, acknowledge and
deliver, in the name of this Limited Liability Company, promissory notes, loan agreements, credit agreements, construction loan
agreements, financing agreements, security agreements, mortgages, deeds of trust, deeds to secure debt, guaranties, and all other
instruments, documents and agreements required by Bank (collectively, the “Loan Documents”) in connection with, or
to give effect to, or any of the powers and authority therein granted and to continue, extend, modify or amend the same from time
to time, all such Loan Documents to be in such form and on such terms and conditions as any of the said Managers shall, by his,
her or their execution and delivery thereof, deem satisfactory; hereby ratifying, approving and confirming all that any of the
said Managers has done or may do respecting any of the foregoing.


 


		6.	That all certifications, representations and assertions
by the Manager relative to the authority of the Manager to act on behalf of the Limited Liability Company in any dealing or transaction
with the Bank shall remain in full force and effect until notice of modification thereof shall be received by Bank and that the
Bank may conclusively rely on the signature of such Manager or its authorized representative until notified in writing by the
Manager or members of the Limited Liability Company of any change in such Manager.



 


WITNESS my hand this February 4, 2013.


 


	 	Manager:
	 	 
	 	/s/ Annette D Meier
	 	Annette D Meier


 





	Authority Documents - Obligor 1	@ 2013 Medici, a division of Wolters Kluwer Financial Services







 




    	 



    	 



    

  


EXHIBIT A


 


Certificate of Formation


 


(Attach to Certificate of Authority)


  




    	2



    	 



    

  


EXHIBIT B


 


Operating Agreement


 


(Attach to Certificate of Authority)


 




    	3



    	 



    




 


CERTIFICATE OF AUTHORITY


 


The undersigned being the only “Manager”
of Meier Management Company, LLC (the “Limited Liability Company”) does hereby certify that:


 


		1.	Attached hereto as Exhibit A is a true and correct copy
of the Certificate of Formation of the Limited Liability Company (as amended) effective as of ______________________ and the same
remains in full force and effect as of the date hereof.



 


		2.	Attached hereto as Exhibit B is a true and correct copy
of the written Operating Agreement of the LimitedLiability Company dated ______________________ (the “Operating Agreement”)
and the same is the only such agreement, either written or oral, and the same has not been amended, rescinded, modified or dissolved,
and remains in full force and effect as of the date hereof.



 


		3.	The following are all of the Managers of the Limited
Liability Company:



 


Annette D Meier.


 


		4.	The members of the Limited Liability Company have authorized
the actions to be taken by the Manager as set forth herein, to the fullest extent required by law and by the terms of the Operating
Agreement.



 


		5.	The above named Manager acting on behalf of the Limited
Liability Company is authorized and empowered:



 


To borrow, from time to time,
from Proficio Bank (“Bank”), such sum or sums of money as said Managers may deem necessary or advisable for the purpose
of this Limited Liability Company, including without limitation, $592,000.00 evidenced by that certain Term Note,
dated February 4, 2013, by Meier Leasing, LLC and Meier Management Company, LLC in favor of the Bank in the original
principal amount of $592,000.00;


 


To mortgage, pledge, hypothecate, sell,
assign and transfer to Bank and to grant to Bank security interests in, as security for money borrowed and for all other obligations
of this Limited Liability Company to Bank, all property of this Limited Liability Company, whether real, personal, or of whatever
kind or nature and wherever situated, and whether now owned or hereafter acquired or arising; and


 


To make, execute, seal, acknowledge and
deliver, in the name of this Limited Liability Company, promissory notes, loan agreements, credit agreements, construction loan
agreements, financing agreements, security agreements, mortgages, deeds of trust, deeds to secure debt, guaranties, and all other
instruments, documents and agreements required by Bank (collectively, the “Loan Documents”) in connection with, or
to give effect to, or any of the powers and authority therein granted and to continue, extend, modify or amend the same from time
to time, all such Loan Documents to be in such form and on such terms and conditions as any of the said Managers shall, by his,
her or their execution and delivery thereof, deem satisfactory; hereby ratifying, approving and confirming all that any of the
said Managers has done or may do respecting any of the foregoing.


 


		6.	That all certifications, representations and assertions
by the Manager relative to the authority of the Manager to act on behalf of the Limited Liability Company in any dealing or transaction
with the Bank shall remain in full force and effect until notice of modification thereof shall be received by Bank and that the
Bank may conclusively rely on the signature of such Manager or its authorized representative until notified in writing by the
Manager or members of the Limited Liability Company of any change in such Manager.



 


WITNESS my hand this February 4,
2013.


 


	 	Manager:
	 	 
	 	/s/ Annette D Meier
	 	Annette D Meier


 





	Authority Documents - Obligor 2	@ 2013 Medici, a division of Wolters Kluwer Financial Services





 




    	 



    	 



    

  


EXHIBIT A


 


Certificate of Formation


 


(Attach to Certificate of Authority)


 




    	2



    	 



    

  


EXHIBIT B


 


Operating Agreement


 


(Attach to Certificate of Authority)


 




    	3



    	 



    

  


LANDLORD'S CONSENT AND WAIVER OF LIEN


 


PREMISES: 2221 N.3250
W. Vernal, ut. 84078


 


TENANT: Meier Leasing,
LLC


 


FOR VALUABLE CONSIDERATION,
the undersigned, being the owner and landlord of the above-described premises, hereby waives any claim against or lien upon the
books, records, inventory, equipment and other property of the Tenant and any proceeds therefrom (and replacements, substitutions
and additions for or to the foregoing), located at or installed or to be installed in the aforesaid premises in which Proficio
Bank (the “Bank”), its successors or assigns, now or hereafter holds a security interest.


 


The landlord further
agrees to interpose no objections to the entry by the Bank, its successors and assigns, upon said premises for the purpose of removing
and/or liquidating its collateral in the event of default by the tenant in its obligations to the Bank, provided that (a) the Bank
restores any walls, windows, doors, partitions, roofs, floors or other parts of the premises materially damaged by it in the course
of removal to their condition at the time of the Bank's entry into possession, (b) the Bank pays the landlord rent on a per diem
basis at the same rate as the tenant for the period of its occupancy, such rent to be paid in arrears on the thirtieth (30th) day
after the Bank's entry into possession, and (c) the Bank completes such removal and liquidation within ninety (90) days of the
Bank's entry into possession. The undersigned agrees that upon the Bank taking possession of the premises that the Bank's only
obligation shall be the payment of the aforementioned sums and no amount that may be due to the undersigned from tenant shall in
any way be chargeable to the Bank or against the collateral of the Bank.


 


The landlord represents
that a true and correct copy of the lease of said premises is attached hereto and acknowledges that there are currently no uncured
defaults on the part of the tenant. The landlord agrees to give the Bank a copy of any notice of default given to the tenant under
the lease and of any notice terminating the rights of the tenant thereunder. The landlord agrees that the Bank shall have the right
for a period of thirty (30) days after receipt of such notice to either (a) enter into possession for the purpose of removing and
liquidating its collateral In accordance with the preceding paragraph, or (b) cure any default which can be cured by the payment
or expenditure of money and thereupon to assume all of the obligations and rights of the tenant under the lease in the Bank's discretion
for a period of three (3) months or for the unexpired term of the lease, the assumption by the Bank and period of the Bank's tenancy
to be set forth in writing to landlord within thirty (30) days of the Bank's entry on the premises. All notices to the Bank shall
be in writing, by certified mail or overnight courier at the Bank's address as follows:


 


	 	Proficio Bank
	 	6985 Union Park Center, Suite 150
	 	Cottonwood Heights, Utah
	 	84047


 


The acceptance of such
rents or other sums from the Bank will not bar the landlord's rights against the tenant under the lease.


 




    	 



    	 



    

  


SIGNED and SEALED on behalf of the undersigned
and the successors and assigns of the undersigned as of February 4, 2013.


 


	 	Landlord: Meier Properties Series, LLC
	 	 
	 	By: 	/s/ Annette D Meier
	 	 	Name:
	 	 	Title:  Member


 




    	 



    	 



    

  


Loan No. TBD


 


LOAN AGREEMENT


 


This LOAN AGREEMENT
(this “Agreement”) is entered into at Cottonwood Heights, Utah, as of February 4, 2013, between Meier Management
Company, LLC, an Utah limited liability company, with its chief executive office located at 2221 N. 3250 W., Vernal, Utah
84078 (the “Borrower”) and Proficio Bank, a State Chartered Commercial Bank, with an address of 6985 Union Park
Center, Suite 150, Cottonwood Heights, Utah 84047 (the “Bank”).


 


FOR VALUE RECEIVED,
and in consideration of the granting by the Bank of financial accommodations to or for the benefit of the Borrower, including without
limitation respecting the Obligations (as hereinafter defined), the Borrower represents to and agrees with the Bank, as of the
date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows:


 


1.            THE
LOAN


 


1.1                  Loan.
Subject to the terms and conditions of this Agreement, the Bank hereby agrees to make a loan to Meier Leasing, LLC and Borrower
in the original principal amount of $592,000.00 (the “Loan”). The Loan shall be evidenced by that certain Term
Note, of even date herewith (the “Note”) by Meier Leasing, LLC and Borrower in favor of the Bank in the original principal
amount of $592,000.00. This Agreement, the Note, and any and all other documents, amendments or renewals executed and delivered
in connection with any of the foregoing are collectively hereinafter referred to as the “Loan Documents”.


 


		1.2	Definitions. The following definitions shall apply:



 


		(a)	“Code” shall mean the Utah Uniform Commercial
Code, Section 70A-1-101 et.seq. as amended from time to time.



 


		(b)	“Obligation(s)” shall mean, without limitation,
all loans, advances, indebtedness, notes, liabilities and amounts, liquidated or unliquidated, owing by the Borrower to the Bank
at any time, of each and every kind, nature and description, whether arising under this Agreement or otherwise, and whether secured
or unsecured, direct or indirect (that is, whether the same are due directly by the Borrower to the Bank; or are due indirectly
by the Borrower to the Bank as endorser, guarantoror other surety, or as borrower of obligations due third persons which have
been endorsed or assigned to the Bank, or otherwise), absolute or contingent, due or to become due, now existing or hereafter
arising or contracted, including, without limitation, payment when due of all amounts outstanding respecting any of the Loan Documents.
Said term shall also include all interest and other charges chargeable to the Borrower or due from the Borrower to the Bank from
time to time and all costs and expenses referred to in this Agreement.



 


		(c)	“Person” or “party” shall mean
individuals, partnerships, corporations, limited liability companies and all other entities.



 


All words and terms used in this Agreement
other than those specifically defined herein shall have the meanings accorded to them in the Code.


 




    	 



    	 



    

  


2.            REPRESENTATIONS
AND WARRANTIES


 


2.1                   Organization
and Qualification. Borrower is a duly organized and validly existing limited liability company under the laws of the
State of its formation, with the exact legal name set forth in the first paragraph of this Agreement. Borrower is in good
standing under the laws of said State, has the power to own its property and conduct its business as now conducted and as
currently proposed to be conducted, and is duly qualified to do business under the laws of each state where the nature of the
business done or property owned requires such qualification.


 


2.2                   Related
Parties. Borrower has no interest in any entities other than those listed on Schedule “A”, if any, and the Borrower
has never consolidated, merged or acquired substantially all of the assets of any other entity or person other than those listed
on Schedule “B”, if any.


 


2.3                   Limited
Liability Company Records. Borrower's certificate of organization, articles of organization or other charter document and all
amendments thereto have been duly filed and are in proper order. All members of the Borrower are properly reflected on all books
and records of the Borrower, including but not limited to its operating agreement, minute books, bylaws and books of account, all
of which are accurate and up to date and will be so maintained.


 


2.4                   Title
to Properties: Absence of Liens. Borrower has good and clear record and marketable title to all of its properties and assets,
and all of its properties and assets are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except
(a) the mortgages, deeds of trust and security interests as set forth on Schedule 2.4, if any, and (b) the leases of personal property
as set forth on Schedule 2.4, if any.


 


2.5                   Places
of Business. Borrower's chief executive office is correctly stated in the preamble to this Agreement, and Borrower shall,
during the term of this Agreement, keep the Bank currently and accurately informed in writing of each of its other places of business,
and shall not change the location of such chief executive office or open or close, move or change any existing or new place of
business without giving the Bank at least thirty (30) days prior written notice thereof.


 


2.6                   Valid
Obligations. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary
action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms,
except as limited by equity or laws relating to the enforcement of creditors' rights.


 


2.7                   Conflicts.
There is no provision in Borrower's organizational or charter documents, if any, or in any indenture, contract or agreement to
which Borrower is a party which prohibits, limits or restricts the execution, delivery or performance of the Loan Documents.


 


2.8                   Governmental
Approvals. The execution, delivery and performance of the Loan Documents does not require any approval of or filing with any
governmental agency or authority.


 


2.9                   Litigation,
etc. There are no actions, claims or proceedings pending or to the knowledge of Borrower threatened against Borrower which
might materially adversely affect the ability of Borrower to conduct its business or to pay or perform the Obligations.


 


2.10                 Financial
Statements. The Borrower has furnished to the Bank one or more financial statements each of which fairly presents the condition
of the Borrower at the date thereof and the results of the operations of the Borrower for the period indicated, all in conformity
with generally accepted accounting principles, consistently applied.


 


2.11                 Changes.
Since the date of the Financial Statements, there have been no changes in the assets, liabilities, financial condition or business
of the Borrower, other than changes in the ordinary course of business, the effect of which have, in the aggregate, been materially
adverse.


  




    	2



    	 



    

 


2.12                Taxes. The Borrower has filed all Federal, state and other tax returns required to be filed (except for such returns for which
current and valid extensions have been filed), and all taxes, assessments and other governmental charges due from the
Borrower have been fully paid. The Borrower has established on its books reserves adequate for the payment of all Federal,
state and other tax liabilities (if any).


  


2.13                Use
of Proceeds. No portion of any loan is to be used for (i) the purpose of purchasing or carrying any “margin security”
or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R. 221 and 224 or (ii) primarily personal, family or household purposes.


 


3.            AFFIRMATIVE
COVENANTS


 


3.1                  Payments
and Performance. Borrower will duly and punctually pay all Obligations becoming due to the Bank and will duly and punctually
perform all Obligations on its part to be done or performed under this Agreement.


 


3.2                  Books
and Records; Inspection. Borrower will at all times keep proper books of account in which full, true and correct entries will
be made of its transactions in accordance with generally accepted accounting principles, consistently applied and which are, in
the opinion of a Certified Public Accountant acceptable to Bank, adequate to determine fairly the financial condition and the results
of operations of Borrower. Borrower will at all reasonable times make its books and records available in its offices for inspection,
examination and duplication by the Bank and the Bank’s representatives and will permit inspection of all of its properties
by the Bank and the Bank's representatives. Borrower will from time to time furnish the Bank with such information and statements
as the Bank may request in its sole discretion with respect to the Obligations.


 


3.3                  Financial
Statements. Borrower will furnish to Bank:


 


		(a)	as soon as available to Borrower, but in any event within
120 days after the close of each fiscal year, a full and complete signed copy of financial statements, prepared by certified public
accountants acceptable to Bank, on a combined basis with such other entities designated by the Bank, which shall include a balance
sheet of the Borrower, as at the end of such year, and statement of profit and loss of the Borrower reflecting the results of
its operations during such year, bearing the opinion of such certified public accountants and prepared on a compiled basis in
accordance with generally accepted accounting principles, consistently applied together with any so-called management letter;



 


		(b)	from time to time, such financial data and information
about Borrower as Bank may reasonably request; and



 


		(c)	any financial data and information about any guarantors
of the Obligations as Bank may reasonably request



 


3.4                  Conduct
of Business. The Borrower will maintain its existence in good standing and comply with all laws and regulations of the United
States and of any state or states thereof and of any political subdivision thereof, and of any governmental authority which may
be applicable to it or to its business; provided that this covenant shall not apply to any tax, assessment or charge which is being
contested in good faith and with respect to which reserves have been established and are being maintained.


 


3.5                  Contact
with Accountant. The Borrower hereby authorizes the Bank to directly contact and communicate with any accountant employed
by Borrower in connection with the review and/or maintenance of Borrower's books and records or preparation of any financial reports
delivered by or at the request of Borrower to Bank.


 




    	3



    	 



    

  


3.6                  Taxes. Borrower will promptly pay all real and personal property taxes, assessments and charges and all franchise, income,
unemployment, retirement benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent;
provided that this covenant shall not apply to any tax assessment or charge which is being contested in good faith and with
respect to which reserves have been established and are being maintained.


 


3.7                   Maintenance.
Borrower will keep and maintain its properties, if any, in good repair, working order and condition. Borrower will immediately
notify the Bank of any loss or damage to or any occurrence which would adversely affect the value of any such property.


 


3.8                   Insurance.
Borrower will maintain in force property and casualty insurance on any property of the Borrower, if any, against risks customarily
insured against by companies engaged in businesses similar to that of the Borrower containing such terms and written by such companies
as may be satisfactory to the Bank, such insurance to be payable to the Bank as its interest may appear in the event of loss and
to name the Bank as insured pursuant to a standard loss payee clause; no loss shall be adjusted thereunder without the Bank’s
approval; and all such policies shall provide that they may not be canceled without first giving at least Thirty (30) days written
notice of cancellation to the Bank, In the event that the Borrower fails to provide evidence of such insurance, the Bank may, at
its option, secure such insurance and charge the cost thereof to the Borrower. At the option of the Bank, all insurance proceeds
received from any loss or damage to any property shall be applied either to the replacement or repair thereof or as a payment on
account of the Obligations. From and after the occurrence of an Event of Default, the Bank is authorized to cancel any insurance
maintained hereunder and apply any returned or unearned premiums, all of which are hereby assigned to the Bank, as a payment on
account of the Obligations.


 


3.9                   Notification
of Default. Immediately upon becoming aware of the existence of any condition


or event which constitutes an Event of
Default, or any condition or event which would upon notice or lapse of time, or both, constitute an Event of Default, Borrower
shall give Bank written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken
with respect thereto.


 


3.10                 Notification
of Material Litigation. Borrower will immediately notify the Bank in writing of any litigation or of any investigative proceedings
of a governmental agency or authority commenced or threatened against it which would or might be materially adverse to the financial
condition of Borrower or any guarantor of the Obligations.


 


3.11                 Pension
Plans. With respect to any pension or benefit plan maintained by Borrower, or to which Borrower contributes (“Plan”),
the benefits under which are guarantied, in whole or in part, by the Pension Benefit Guaranty Corporation created by the Employee
Retirement Income Security Act of 1974, P.L. 93-406, as amended (“ERISA”) or any governmental authority succeeding
to any or all of the functions of the Pension Benefit Guaranty Corporation (“Pension Benefit Guaranty Corporation”),
Borrower will (a) fund each Plan as required by the provisions of Section 412 of the Internal Revenue Code of 1986, as amended;
(b) cause each Plan to pay all benefits when due; (c) furnish Bank (i) promptly with a copy of any notice of each Plan's termination
sent to the Pension Benefit Guaranty Corporation (ii) no later than the date of submission to the Department of Labor or to the
Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization
periods required by Section 412 of the Internal Revenue Code of 1986, as amended and (iii) notice of any Reportable Event as such
term is defined in ERISA; and (d) subscribe to any contingent liability insurance provided by the Pension Benefit Guaranty Corporation
to protect against employer liability upon termination of a guarantied pension plan, if available to Borrower.


 


4.            NEGATIVE
COVENANTS


 


4.1                   Financial
-Covenants. The Borrower will not at any time or during any fiscal period (as applicable) fail to be in compliance with
any of the financial covenants in this section.


 




    	4



    	 



    

  


		(a)	Definitions. The following definitions shall apply
to this Section:



 


(i)          
“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States.


 


		(b)	Minimum Debt Service Coverage Ratio. Meier Management
Company, LLC is to maintain a minimum Debt Service Coverage Ratio of 1.20.



 


		(c)	Minimum Fixed Charge Coverage Ratio. Meier Management
Company, LLC is to maintain a minimum Fixed Charge Coverage Ratio of 1.25.



 


4.2                  Sale
of Interest. There shall not be any sale or transfer of ownership of any interest in the Borrower without the Bank’s
prior written consent.


 


4.3                  Loans
or Advances. Borrower shall not make any loans or advances to any individual, partnership, corporation, limited liability company,
trust, or other organization or person, including without limitation its officers and employees; provided, however, that Borrower
may make advances to its employees, including its members, officers, with respect to expenses incurred or to be incurred by such
employees in the ordinary course of business which expenses are reimbursable by Borrower; and provided further, however, that Borrower
may extend credit in the ordinary course of business in accordance with customary trade practices.


 


4.4                  Investments.
The Borrower shall not make investments in, or advances to, any individual, partnership, corporation, limited liability company,
trust or other organization or person other than as previously specifically consented to in writing by the Bank. The Borrower will
not purchase or otherwise invest in or hold securities, nonoperating real estate or other nonoperating assets or purchase all or
substantially all the assets of any entity other than as previously specifically consented to in writing by the Bank.


 


4.5                  Merger.
Borrower shall not merge or consolidate or be merged or consolidated with or into any other entity.


 


4.6                  Sale
of Assets. Borrower shall not sell, lease or otherwise dispose of any of its assets, except in the ordinary and usual course
of business and except for the purpose of replacing machinery, equipment or other personal property which, as a consequence of
wear, duplication or obsolescence, is no longer used or necessary in the Borrower's business, provided that fair consideration
is received therefor; provided, however, in no event shall the Borrower sell, lease or otherwise dispose of any equipment purchased
with the proceeds of any loans made by the Bank.


 


4.7                  Other
Business. Borrower shall not engage in any business other than the business in which it is currently engaged or a business
reasonably allied thereto.


 


4.8                  Change
of Name, etc. Borrower shall not change its legal name or the State or the type of its formation, without giving the Bank at
least 30 days prior written notice thereof.


 


5.          DEFAULT


 


5.1                  Default.
“Event of Default” shall mean the occurrence of one or more of any of the following events:


 


		(a)	default of any liability, obligation, covenant or undertaking
of the Borrower or any guarantor of the Obligations to the Bank, hereunder or otherwise, including, without limitation, failure
to pay in full and when due any installment of principal or interest or default of the Borrower or any guarantor of the Obligations
under any other Loan Document or any other agreement with the Bank continuing for 30 days with respect to any default (other than
with respect to the payment of money for which there is no grace period);



 




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		(b)	failure of the Borrower or any guarantor of the Obligations
to maintain aggregate collateral security value satisfactory to the Bank continuing for 30 days;



 


		(c)	default of any material liability, obligation or undertaking
of the Borrower or any guarantor of the Obligations to any other party continuing for 30 days;



 


		(d)	if any statement, representation or warranty heretofore,
now or hereafter made by the Borrower or any guarantor of the Obligations in connection with this Agreement or in any supporting
financial statement of the Borrower or any guarantor of the Obligations shall be determined by the Bank to have been false or
misleading in any material respect when made;



 


		(e)	if the Borrower or any guarantor of the Obligations is
a corporation, trust, partnership or limited liability company, the liquidation, termination or dissolution of any such organization,
or the merger or consolidation of such organization into another entity, or its ceasing to carry on actively its present business
or the appointment of a receiver for its property;



 


		(f)	the death of the Borrower or any guarantor of the Obligations
and, if the Borrower or any guarantor of the Obligations is a partnership or limited liability company, the death of any partner
or member;



 


		(g)	the institution
                                         by or against the Borrower or any guarantor of the Obligations of any proceedings under
                                         the Bankruptcy Code 11 USC §101 et seq. or any other law in which the Borrower
                                         or any guarantor of the Obligations is alleged to be insolvent or unable to pay its debts
                                         as they mature, or the making by the Borrower or any guarantor of the Obligations of
                                         an assignment for the benefit of creditors or the granting by the Borrower or any guarantor
                                         of the Obligations of a trust mortgage for the benefit of creditors;



 


		(h)	the service upon the Bank of a writ in which the Bank
is named as trustee of the Borrower or any guarantor of the Obligations;



 


		(i)	a judgment or judgments for the payment of money shall
be rendered against the Borrower or any guarantor of the Obligations, and any such judgment shall remain unsatisfied and in effect
for any period of thirty (30) consecutive days without a stay of execution;



 


		(j)	any levy, lien (including mechanics lien), seizure, attachment,
execution or similar process shall be issued or levied on any of the property of the Borrower or any guarantor of the Obligations;



 


		(k)	the termination or revocation of any guaranty of the
Obligations; or



 


		(l)	the occurrence of such a change in the condition or affairs
(financial or otherwise) of the Borrower or any guarantor of the Obligations, or the occurrence of any other event or circumstance,
such that the Bank, in its sole discretion, deems that it is insecure or that the prospects for timely or full payment or performance
of any obligation of the Borrower or any guarantor of the Obligations to the Bank has been or may be impaired.



 


5.2                 Acceleration. If an Event
of Default shall occur, at the election of the Bank, all Obligations shall become immediately due and payable without notice or
demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event
of Default has occurred.


 




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5.3                  Nonexclusive
Remedies. All of the Bank's rights and remedies not only under the provisions of this Agreement but also under any other agreement
or transaction shall be cumulative and not alternative or exclusive, and may be exercised by the Bank at such time or times and
in such order of preference as the Bank in its sole discretion may determine.


 


6.            MISCELLANEOUS


 


6.1                  Waivers.
The Borrower waives notice of intent to accelerate, notice of acceleration, notice of nonpayment, demand, presentment, protest
or notice of protest of the Obligations, and all other notices, consents to any renewals or extensions of time of payment thereof,
and generally waives any and all suretyship defenses and defenses in the nature thereof.


 


6.2                  Waiver
of Homestead. To the maximum extent permitted under applicable law, the Borrower hereby waives and terminates any homestead
rights and/or exemptions respecting any of its property under the provisions of any applicable homestead laws, including without
limitation, Utah Code 78-23-4 and hereby agrees not to file a declaration of homestead under Utah Code 78-23-4.


 


6.3                  Deposit
Collateral. The Borrower hereby grants to the Bank a continuing lien and security interest in any and all deposits or other
sums at any time credited by or due from the Bank to the Borrower and any cash, securities, instruments or other property of the
Borrower in the possession of the Bank, whether for safekeeping or otherwise, or in transit to or from the Bank (regardless of
the reason the Bank had received the same or whether the Bank has conditionally released the same) as security for the full and
punctual payment and performance of all of the liabilities and obligations of the Borrower to the Bank and such deposits and other
sums may be applied or set off against such liabilities and obligations of the Borrower to the Bank at any time, whether or not
such are then due, whether or not demand has been made and whether or not other collateral is then available to the Bank.


 


6.4                  Indemnification.
The Borrower shall indemnify, defend and hold the Bank and its directors, officers, employees, agents and attorneys (each an “Indemnitee”)
harmless of and from any claim brought or threatened against any Indemnitee by the Borrower, any guarantor or endorser of the Obligations,
or any other person (as well as from reasonable attorneys' fees and expenses in connection therewith) on account of the Bank’s
relationship with the Borrower, or any guarantor or endorser of the Obligations (each of which may be defended, compromised, settled
or pursued by the Bank with counsel of the Bank’s election, but at the expense of the Borrower), except for any claim arising
out of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the Obligations,
and/or any termination, release or discharge executed by the Bank in favor of the Borrower.


 


6.5                  Costs
and Expenses. The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in establishing, maintaining,
protecting or enforcing any of the Bank’s rights or the Obligations, including, without limitation, any and all such costs
and expenses incurred or paid by the Bank in defending the Bank's security interest in, title or right to any collateral or in
collecting or attempting to collect or enforcing or attempting to enforce payment of any Obligation.


 


6.6                  Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute
but one agreement.


 


6.7                  Severability. If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance
shall to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision)
and the application thereof to other persons or circumstances shall not be affected thereby.


 


6.8                  Complete
Agreement. This Agreement and the other Loan Documents constitute the entire agreement and understanding between and
among the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations,
agreements and understandings among the parties hereto with respect to such subject matter.


 




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6.9           Binding
Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators,
legal representatives, successors and assigns of the parties hereto, and shall remain in full force and effect (and the Bank shall
be entitled to rely thereon) until released in writing by the Bank. The Bank may transfer and assign this Agreement and deliver
it to the assignee, who shall thereupon have all of the rights of the Bank; and the Bank shall then be relieved and discharged
of any responsibility or liability with respect to this Agreement. The Borrower may not assign or transfer any of its rights or
obligations under this Agreement. Except as expressly provided herein or in the other Loan Documents, nothing, expressed or implied,
is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or
by reason of this Agreement or the other Loan Documents.


 


6.10         Further
Assurances. Borrower will from time to time execute and deliver to Bank such documents, and take or cause to be taken, all
such other or further action, as Bank may request in order to effect and confirm or vest more securely in Bank all rights contemplated
by this Agreement and the other Loan Documents (including, without limitation, to correct clerical errors) or to comply with applicable
statute or law.


 


6.11         Amendments
and Waivers. This Agreement may be amended and Borrower may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, if Borrower shall obtain the Bank’s prior written consent to each such amendment, action
or omission to act. No course of dealing and no delay or omission on the part of Bank in exercising any right hereunder shall operate
as a waiver of such right or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver
of any right or remedy of Bank on any future occasion.


 


6.12         Terms
of Agreement. This Agreement shall continue in full force and effect so long as any Obligations or obligation of Borrower to
Bank shall be outstanding, or the Bank shall have any obligation to extend any financial accommodation hereunder, and is supplementary
to each and every other agreement between Borrower and Bank and shall not be so construed as to limit or otherwise derogate from
any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower under any such agreement,
nor shall any contemporaneous or subsequent agreement between Borrower and the Bank be construed to limit or otherwise derogate
from any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower hereunder, unless
such other agreement specifically refers to this Agreement and expressly so provides.


 


6.13         Notices.
Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any officer
or agent of the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower
or Bank at the address set forth in this Agreement or as any party may from time to time designate by written notice to the other
party.


 


6.14         Governing
Law. This Agreement shall be governed by the laws of the State of Utah without giving effect to the conflicts of laws principles
thereof.


 


6.15         Reproductions.
This Agreement and all documents which have been or may be hereinafter furnished by Borrower to the Bank may be reproduced by the
Bank by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made in the regular course of business).


 




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6.16         Jurisdiction
and Venue. Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in Utah,
over any suit, action or proceeding arising out of or relating to this Agreement, Borrower-irrevocably waives, to the
fullest extent it may .effectively do so under applicable law, any objection it may now or hereafter have to the laying of
the venue of any such suit, action or proceeding brought in any such court and any claim that the same has been brought in an
inconvenient forum. Borrower hereby consents to any and all process which may be served in any such suit, action or
proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the
Borrower's address shown in this Agreement or as notified to the Bank and (ii) by serving the same upon the Borrower in any
other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective service upon
Borrower.


 


6.17         JURY
WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH
LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS; TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT,
THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE
ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN ,WAIVED, THE BORROWER CERTIFIES THAT NEITHER
THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN
THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 


Executed as of February 4, 2013.


 


	Witness:	 	Borrower:
	 	 	 	Meier Management Company, LLC
	 	 	 	 	 
	/s/ Muanda Stumph	 	By:	/s/ Annette D Meier
	 	 	 	 	Annette D Meier, Manager
	 	 	 	 	 
	Accepted: Proficio Bank	 	 	 
	 	 	 	 	 
	By:	/s/ Brett Smiley	 	 	 
	Name: Brett Smiley	 	 	 
	Title: VPBusiness Development Officer	 	 	 


 


	Loan Agreement - Obligor 2 	© 2013 Medici, a division of Wolters  Klumer Financial Services


 




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Loan No. TBD


 


LOAN AND SECURITY AGREEMENT


 


This LOAN AND SECURITY
AGREEMENT (this “Agreement”) is entered into at Cottonwood Heights, Utah, as of February 4, 2013, between
Meier Leasing, LLC, an Utah limited liability company, with its chief executive office located at 2221 N. 3250 W. , Vernal
, Utah 84078 (the “Borrower”) and Proficio Bank, a State Chartered Commercial Bank, with an address of 6985 Union
Park Center, Suite 150, Cottonwood Heights, Utah 84047 (the “Bank”).


 


FOR VALUE RECEIVED,
and in consideration of the granting by the Bank of financial accommodations to or for the benefit of the Borrower, including without
limitation respecting the Obligations (as hereinafter defined), the Borrower represents to and agrees with the Bank, as of the
date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows:


 


1.          THE
LOAN


 


1.1           Loan.
Subject to the terms and conditions of this Agreement, the Bank hereby agrees to make a loan to Borrower and Meier Management Company,
LLC in the original principal amount of $592,000.00 (the “Loan”). The Loan shall be evidenced by that certain
Term Note, of even date herewith (the “Note”) by Borrower and Meier Management Company, LLC in favor of the Bank in
the original principal amount of $592,000.00. This Agreement, the Note, and any and all other documents, amendments or renewals
executed and delivered in connection with any of the foregoing are collectively hereinafter referred to as the “Loan Documents”.


 


2.          GRANT
OF SECURITY INTEREST


 


2.1           Grant
of Security Interest. In consideration of the Bank’s extending credit and other financial accommodations to or for the
benefit of the Borrower, the Borrower hereby grants to the Bank a security interest in, a lien on and pledge and assignment of
the Collateral (as hereinafter defined). The security interest granted by this Agreement is given to and shall be held by the Bank
as security for the payment and performance of all Obligations, including, without limitation, all amounts outstanding pursuant
to the Loan Documents.


 


2.2           Definitions.
The following definitions shall apply:


 


		(a)	“Code” shall mean the Utah Uniform Commercial Code, Section 70A-1-101 et.seq. as
                                                               amended from time to time.



 


		(b)	“Collateral” shall mean all of the Borrower's present and future right, title and interest
in and to any and all of the property described in the following subparagraphs, whether such property be now existing or hereafter
created, arising or acquired, and wherever located from time to time:



 


(i)          Multus
400BBWx2000, Serial Number 152318; CNC Bit Grinding Machine Serial # 201009-001;


 


(ii)         All
proceeds of collateral of every kind and nature in whatever form, including, without limitation, both cash and noncash proceeds
resulting or arising from the sale or other disposition by the Borrower of the collateral; and


 




    	 



    	 



    

 


(iii)          All
records and products of and accessions to any of the collateral.


 


		(c)	“Obligation(s)” shall mean, without limitation, all loans, advances, indebtedness,
notes, liabilities and amounts, liquidated or unliquidated, owing by the Borrower to the Bank at any time, of each and every kind,
nature and description, whether arising under this Agreement or otherwise, and whether secured or unsecured, direct or indirect
(that is, whether the same are due directly by the Borrower to the Bank; or are due indirectly by the Borrower to the Bank as endorser,
guarantor or other surety, or as borrower of obligations due third persons which have been endorsed or assigned to the Bank, or
otherwise), absolute or contingent, due or to become due, now existing or hereafter arising or contracted, including, without limitation,
payment when due of all amounts outstanding respecting any of the Loan Documents. Said term shall also include all interest and
other charges chargeable to the Borrower or due from the Borrower to the Bank from time to time and all costs and expenses referred
to in this Agreement.



 


		(d)	“Person” or “party” shall mean individuals, partnerships, corporations,
limited liability companies and all other entities.



 


All words and terms used in this Agreement
other than those specifically defined herein shall have the meanings accorded to them in the Code.


 


2.3           Ordinary
Course of Business. Not Applicable to this loan The Bank hereby authorizes and permits the Borrower to hold, process, sell,
use or consume in the manufacture or processing of finished goods, or otherwise dispose of inventory for fair consideration, all
in the ordinary course of the Borrower's business, excluding, without limitation, sales to creditors or in bulk or sales or other
dispositions occurring under circumstances which would or could create any lien or interest adverse to the Bank's security interest
or other right hereunder in the proceeds resulting therefrom. The Bank also hereby authorizes and permits the Borrower to receive
from the Debtors all amounts due as proceeds of the Collateral at the Borrower’s own cost and expense, and also liability,
if any, subject to the direction and control of the Bank at all times; and the Bank may at any time, without cause or notice, and
whether or not an Event of Default has occurred or demand has been made, terminate all or any part of the authority and permission
herein or elsewhere in this Agreement granted to the Borrower with reference to the Collateral, and notify Debtors to make all
payments due as proceeds of the Collateral to the Bank. Until Bank shall otherwise notify Borrower, all proceeds of and collections
of Collateral shall be retained by Borrower and used solely for the ordinary and usual operation of Borrower's business. From and
after notice by Bank to Borrower, all proceeds of and collections of the Collateral shall be held in trust by Borrower for Bank
and shall not be commingled with Borrower's other funds or deposited in any Bank account of Borrower; and Borrower agrees to deliver
to Bank on the dates of receipt thereof by Borrower, duly endorsed to Bank or to bearer, or assigned to Bank, as may be appropriate,
all proceeds of the Collateral in the identical form received by Borrower.


 


2.4           Allowances.
Absent an Event of Default the Borrower may grant such allowances or other adjustments to Debtors (exclusive of extending the time
for payment of any item which shall not be done without first obtaining the Bank's written consent in each instance) as the Borrower
may reasonably deem to accord with sound business practice, including, without limiting the generality of the foregoing, accepting
the return of all or any part of the inventory (subject to the provisions set forth in this Agreement with reference to returned
inventory).


 


2.5           Records.
The Borrower shall hold its books and records relating to the Collateral segregated from all the Borrower's other books and records
in a manner satisfactory to the Bank; and shall deliver to the Bank from time to time promptly at its request all invoices, original
documents of title, contracts and any other writings relating thereto; and the Borrower will deliver to the Bank promptly at the
Bank’s request from time to time additional copies of any or all of such papers or writings, and such other information with
respect to any of the Collateral and such other writings as the Bank may in its sole discretion deem to be necessary or effectual
to evidence any loan hereunder or the Bank’s security interest in the Collateral.


 




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2.6           Legends.
The Borrower shall promptly make, stamp or record such entries or legends on the Borrower’s books and records or on any of
the Collateral (including, without limitation, chattel paper) as Bank shall request from time to time, to indicate and disclose
that Bank has a security interest in such Collateral.


 


2.7           Inspection.
The Bank, or its representatives, at any time and from time to time, shall have the right at the sole cost and expense of Borrower,
and the Borrower will permit the Bank and/or its representatives; (a) to examine, check, make copies of or extracts from any of
the Borrower's books, records and files (including, without limitation, orders and original correspondence); (b) to perform field
exams or otherwise inspect and examine the Collateral and to check, test or appraise the same as to quality, quantity, value and
condition; and (c) to Verify the Collateral or any portion or portions thereof or the Borrower's compliance with the provisions
of this Agreement.


 


2.8           Purchase
Money Security Interests. To the extent the Borrower uses proceeds of any loans to purchase Collateral, the repayment of such
loans shall be on a “first-in-first-out” basis so that the portion of the loan used to purchase a particular item of
Collateral shall be repaid in the order in which Borrower purchased such item of Collateral.


 


2.9           Search
Reports. Bank shall receive prior to the date of this Agreement UCC search results under all names used by the Borrower during
the prior five (5) years, from each jurisdiction where any Collateral is located, from the State, if any, where the Borrower is
organized and registered (as such terms are used in the Code), and the State where the Borrower’s chief executive office
is located. The search results shall confirm that the security interest in the Collateral granted Bank hereunder is prior to all
other security interests in favor of any other person.


 


3.          REPRESENTATIONS
AND WARRANTIES


 


3.1           Organization
and Qualification. Borrower is a duly organized and validly existing limited liability company under the laws of the State
of its formation, with the exact legal name set forth in the first paragraph of this Agreement Borrower is in good standing under
the laws of said State, has the power to own its property and conduct its business as now conducted and as currently proposed to
be conducted, and is duly qualified to do business under the laws of each state where the nature of the business done or property
owned requires such qualification.


 


3.2           Related
Parties. Borrower has no interest in any entities other than those listed on Schedule “A” if any, and the Borrower
has never consolidated, merged or acquired substantially all of the assets of any other entity or person other than those listed
on Schedule “B”, if any.


 


3.3           Limited
Liability Company Records. Borrower's certificate of organization, articles of organization or other charter document and all
amendments thereto have been duly filed and are in proper order. All members of the Borrower are properly reflected on all books
and records of the Borrower, including but not limited to its operating agreement, minute books, bylaws and books of account, all
of which are accurate and up to date and will be so maintained.


 


3.4           Title
to Properties: Absence of Liens. Borrower has good and clear record and marketable title to all of its properties and assets,
and all of its properties and assets including the Collateral are free and clear of all mortgages, liens, pledges, charges, encumbrances
and setoffs, other than the security interest therein granted to the Bank and (a) the mortgages, deeds of trust and security interests
as set forth on Schedule “C”, if any, and (b) the leases of personal property as set forth on Schedule “D”,
if any.


 




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3.5           Places
of Business. Borrower's chief executive office is correctly stated in the preamble to this Agreement, and Borrower shall, during
the term of this Agreement, keep the Bank currently and accurately informed in writing of each of its other places of business,
and shall not change the location of such chief executive office or open or close, move or change any existing or new place of
business without giving the Bank at least thirty (30) days prior written notice thereof.


 


3.6           Valid
Obligations. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action
and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as
limited by equity or laws relating to the enforcement of creditors' rights.


 


3.7           Conflicts.
There is no provision in Borrower's organizational or charter documents, if any, or in any indenture, contract or agreement to
which Borrower is a party which prohibits, limits or restricts the execution, delivery or performance of the Loan Documents.


 


3.8           Governmental
Approvals. The execution, delivery and performance of the Loan Documents does not require any approval of or filing with any
governmental agency or authority.


 


3.9           Litigation,
etc. There are no actions, claims or proceedings pending or to the knowledge of Borrower threatened against Borrower which
might materially adversely affect the ability of Borrower to conduct its business or to pay or perform the Obligations.


 


3.10         Financial
Statements. The Borrower has furnished to the Bank one or more financial statements each of which fairly presents the condition
of the Borrower at the date thereof and the results of the operations of the Borrower for the period indicated, all in conformity
with generally accepted accounting principles, consistently applied.


 


3.11         Title
to Collateral. At the date hereof the Borrower is (and as to Collateral that the Borrower may acquire after the date hereof,
will be) the lawful owner of the Collateral, and the Collateral and each item thereof is, will be and shall continue to be free
of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted
to the Bank), credits, defenses, recoupments, set-offs or counterclaims whatsoever. The Borrower has and will have full power and
authority to grant to the Bank a security interest in the Collateral and the Borrower has not transferred, assigned, sold, pledged,
encumbered, subjected to lien or granted any security interest in, and will not transfer, assign, sell, pledge, encumber, subject
to lien or grant any security interest in any of the Collateral (or any of the Borrower's right, title or interest therein), to
any person other than the Bank. The Collateral is and will be valid and genuine in all respects; and that the Borrower will warrant
and defend the Bank’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.


 


3.12         Location
of Collateral. The Borrower will keep all Collateral only at locations specified in this Agreement. The Borrower's chief executive
office is correctly stated in this Agreement, and the Borrower shall, during the term of this Agreement, keep the Bank currently
and accurately informed in writing of each of its other places of business, and shall not open any new, or close, move or change
any existing or new place of business without giving the Bank at least thirty (30) days prior written notice thereof.


 


3.13         Changes.
Since the date of the Financial Statements, there have been no changes in the assets, liabilities, financial condition or business
of the Borrower, other than changes in the ordinary course of business, the effect of which have, in the aggregate, been materially
adverse.


 


3.14         Taxes.
The Borrower has filed all Federal, state and other tax returns required to be filed (except for such returns for which current
and valid extensions have been filed), and all taxes, assessments and other governmental charges due from the Borrower have been
fully paid. The Borrower has established on its books reserves adequate for the payment of all Federal, state and other tax liabilities
(if any).


 




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3.15         Use
of Proceeds. No portion of any loan is to be used for (i) the purpose of purchasing or carrying any “margin security”
or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal Reserve System,
12 C.F.R. 221 and 224 or (ii) primarily personal, family or household purposes. The Collateral is not used or acquired primarily
for personal, family or household purposes.


 


4.          AFFIRMATIVE
COVENANTS


 


4.1           Payments
and Performance. Borrower will duly and punctually pay all Obligations becoming due to the Bank and will duly and punctually
perform all Obligations on its part to be done or performed under this Agreement.


 


4.2           Books
and Records; Inspection. Borrower will at all times keep proper books of account in which full, true and correct entries will
be made of its transactions in accordance with generally accepted accounting principles, consistently applied and which are, in
the opinion of a Certified Public Accountant acceptable to Bank, adequate to determine fairly the financial condition and the results
of operations of Borrower. Borrower will at all reasonable times make its books and records available in its offices for inspection,
examination and duplication by the Bank and the Bank’s representatives and will permit inspection of the Collateral and all
of its properties by the Bank and the Bank’s representatives. Borrower will from time to time furnish the Bank with such
information and statements as the Bank may request in its sole discretion with respect to the Obligations or the Bank’s security
interest in the Collateral.


 


4.3           Financial
Statements. Borrower will furnish to Bank:


 


		(a)	as soon as available to Borrower, but in any event within 120 days after the close of each fiscal
year, a full and complete signed copy of financial statements, prepared by certified public accountants acceptable to Bank, on
a combined basis with such other entities designated by the Bank, which shall include a balance sheet of the Borrower, as at the
end of such year, and statement of profit and loss of the Borrower reflecting the results of its operations during such year, bearing
the opinion of such certified public accountants and prepared on a compiled basis in accordance with generally accepted accounting
principles, consistently applied together with any so-called management letter;



 


		(b)	from time to time, such financial data and information about Borrower as Bank may reasonably request;
and



 


		(c)	any financial data and information about any guarantors of the Obligations as Bank may reasonably
request.



 


4.4           Conduct
of Business. The Borrower will maintain its existence in good standing and comply with all laws and regulations of the United
States and of any state or states thereof and of any political subdivision thereof, and of any governmental authority which may
be applicable to it or to its business; provided that this covenant shall not apply to any tax, assessment or charge which is being
contested in good faith and with respect to which reserves have been established and are being maintained.


 


4.5           Contact
with Accountant. The Borrower hereby authorizes the Bank to directly contact and communicate with any accountant employed by
Borrower in connection with the review and/or maintenance of Borrower's books and records or preparation of any financial reports
delivered by or at the request of Borrower to Bank.


 


4.6           Taxes.
Borrower will promptly pay all real and personal property taxes, assessments and charges and all franchise, income, unemployment,
retirement benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent; provided that this
covenant shall not apply to any tax assessment or charge which is being contested in good faith and with respect to which reserves
have been established and are being maintained. The Bank may, at its option, from time to time, discharge any taxes, liens or encumbrances
of any of the Collateral, and the Borrower will pay to the Bank on demand or the Bank in its sole discretion may charge to the
Borrower all amounts so paid or incurred by it.


 




    	5



    	 



    

 


4.7           Maintenance.
 Borrower will keep and maintain the Collateral and its other properties, if any, in good repair,
working order and condition. Borrower will immediately notify the Bank of any loss or damage to or any occurrence which would
adversely affect the value of any Collateral. The Bank may, at its option, from time to time, take any other action that the Bank
may deem proper to repair, maintain or preserve any of the Collateral, and the Borrower will pay to the Bank on demand or the
Bank in its sole discretion may charge to the Borrower all amounts so paid or incurred by it.


 


4.8           Insurance.
Borrower will maintain in force property and casualty insurance on all Collateral and any other property of the Borrower, if any,
against risks customarily insured against by companies engaged in businesses similar to that of the Borrower containing such terms
and written by such companies as may be satisfactory to the Bank, such insurance to be payable to the Bank as its interest may
appear in the event of loss and to name the Bank as insured pursuant to a standard loss payee clause; no loss shall be adjusted
thereunder without the Bank’s approval; and all such policies shall provide that they may not be canceled without first giving
at least Thirty (30) days written notice of cancellation to the Bank. In the event that the Borrower fails to provide evidence
of such insurance, the Bank may, at its option, secure such insurance and charge the cost thereof to the Borrower. At the option
of the Bank, all insurance proceeds received from any loss or damage to any of the Collateral shall be applied either to the replacement
or repair thereof or as a payment on account of the Obligations. From and after the occurrence of an Event of Default, the Bank
is authorized to cancel any insurance maintained hereunder and apply any returned or unearned premiums, all of which are hereby
assigned to the Bank, as a payment on account of the Obligations.


 


4.9           Notification
of Default. Immediately upon becoming aware of the existence of any condition or event which constitutes an Event of Default,
or any condition or event which would upon notice or lapse of time, or both, constitute an Event of Default, Borrower shall give
Bank written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect
thereto.


 


4.10         Notification
of Material Litigation. Borrower will immediately notify the Bank in writing of any litigation or of any investigative proceedings
of a governmental agency or authority commenced or threatened against it which would or might be materially adverse to the financial
condition of Borrower or any guarantor of the Obligations.


 


4.11         Pension
Plans. With respect to any pension or benefit plan maintained by Borrower, or to which Borrower contributes (“Plan”),
the benefits under which are guarantied, in whole or in part, by the Pension Benefit Guaranty Corporation created by the Employee
Retirement Income Security Act of 1974, P.L. 93-406, as amended (“ERISA”) or any governmental authority succeeding
to any or all of the functions of the Pension Benefit Guaranty Corporation (“Pension Benefit Guaranty Corporation”),
Borrower will (a) fund each Plan as required by the provisions of Section 412 of the Internal Revenue Code of 1986, as amended;
(b) cause each Plan to pay all benefits when due; (c) furnish Bank (i) promptly with a copy of any notice of each Plan’s termination
sent to the Pension Benefit Guaranty Corporation (ii) no later than the date of submission to the Department of Labor or to the
Internal Revenue Service, as the case may be, a copy of any request for waiver from the funding standards or extension of the amortization
periods required by Section 412 of the Internal Revenue Code of 1986, as amended and (iii) notice of any Reportable Event as such
term is defined in ERISA; and (d) subscribe to any contingent liability insurance provided by the Pension Benefit Guaranty Corporation
to protect against employer liability upon termination of a guarantied pension plan, if available to Borrower.


 




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5.          NEGATIVE
COVENANTS


 


5.1           Financial
Covenants. The Borrower will not at any time or during any fiscal period (as applicable) fail to be in compliance
with any of the financial covenants in this section.


 


		(a)	Definitions. The following definitions shall apply to this Section:



 


(i)          “GAAP”
shall mean generally accepted accounting principles in effect from time to time in the United States.


 


		(b)	Minimum Debt Service Coverage Ratio. Meier Leasing, LLC is to maintain a minimum Debt Service
Coverage Ratio of 1.20.



 


		(c)	Minimum Fixed Charge Coverage Ratio. Meier Leasing, LLC is to Maintain a minimum Fixed Charge
Coverage Ratio of 1.25



 


5.2           Sale
of Interest. There shall not be any sale or transfer of ownership of any interest in the Borrower without the Bank’s
prior written consent.


 


5.3           Loans
or Advances. Borrower shall not make any loans or advances to any individual, partnership, corporation, limited
liability company, trust, or other organization or person, including without limitation its officers and employees; provided,
however, that Borrower may make advances to its employees, including its members, officers, with respect to expenses incurred
or to be incurred by such employees in the ordinary course of business which expenses are reimbursable by Borrower; and
provided further, however, that Borrower may extend credit in the ordinary course of business in accordance with customary
trade practices.


 


5.4           Investments.
The Borrower shall not make investments in, or advances to, any individual, partnership, corporation, limited liability company,
trust or other organization or person other than as previously specifically consented to in writing by the Bank. The Borrower will
not purchase or otherwise invest in or hold securities, nonoperating real estate or other nonoperating assets or purchase all or
substantially all the assets of any entity other than as previously specifically consented to in writing by the Bank.


 


5.5           Merger.
Borrower shall not merge or consolidate or be merged or consolidated with or into any other entity.


 


5.6           Sale
of Assets. Borrower shall not sell, lease or otherwise dispose of any of its assets, except in the ordinary and usual course
of business and except for the purpose of replacing machinery, equipment or other personal property which, as a consequence of
wear, duplication or obsolescence, is no longer used or necessary in the Borrower’s business, provided that fair consideration
is received therefor; provided, however, in no event shall the Borrower sell, lease or otherwise dispose of any equipment purchased
with the proceeds of any loans made by the Bank.


 


5.7           Other
Business. Borrower shall not engage in any business other than the business in which it is currently engaged or a business
reasonably allied thereto.


 


5.8           Change
of Name, etc. Borrower shall not change its legal name or the State or the type Of its formation, without giving the Bank at
least 30 days prior written notice thereof.


 


6.          DEFAULT


 


6.1           Default.
“Event of Default” shall mean the occurrence of one or more of any of the following events:


 



    	7



    	 



    

 


		(a)	default of any liability, obligation, covenant or undertaking of the Borrower or any guarantor
of the Obligations to the Bank, hereunder or otherwise, including, without limitation, failure to pay in full and when due any
installment of principal or interest or default of the Borrower or any guarantor of the Obligations under any other Loan Document
or any other agreement with the Bank continuing for 30 days with respect to any default (other than with respect to the payment
of money for which there is no grace period);



 


		(b)	failure of the Borrower or any guarantor of the Obligations to maintain aggregate collateral security
value satisfactory to the Bank continuing for 30 days;



 


		(c)	default of any material liability, obligation or undertaking of the Borrower or any guarantor of
the Obligations to any other party continuing for 30 days;



 


		(d)	if any statement, representation or warranty heretofore, now or hereafter made by the Borrower
or any guarantor of the Obligations in connection with this Agreement or in any supporting financial statement of the Borrower
or any guarantor of the Obligations shall be determined by the Bank to have been false or misleading in any material respect when
made;



 


		(e)	if the Borrower or any guarantor of the Obligations is a corporation, trust, partnership or limited
liability company, the liquidation, termination or dissolution of any such organization, or the merger or consolidation of such
organization into another entity, or its ceasing to carry on actively its present business or the appointment of a receiver for
its property;



 


		(f)	the death of the Borrower or any guarantor of the Obligations and, if the Borrower or any guarantor
of the Obligations is a partnership or limited liability company, the death of any partner or member;



 


		(g)	the institution by or against the Borrower or any guarantor of the Obligations of any proceedings
under the Bankruptcy Code 11 USC §101 et seq. or any other law in which the Borrower or any guarantor of the Obligations
is alleged to be insolvent or unable to pay its debts as they mature, or the making by the Borrower or any guarantor of the Obligations
of an assignment for the benefit of creditors or the granting by the Borrower or any guarantor of the Obligations of a trust mortgage
for the benefit of creditors;



 


		(h)	the service upon the Bank of a writ in which the Bank is named as trustee of the Borrower or any
guarantor of the Obligations;



 


		(i)	a judgment or judgments for the payment of money shall be rendered against the Borrower or any
guarantor of the Obligations, and any such judgment shall remain unsatisfied and in effect for any period of thirty (30) consecutive
days without a stay of execution;



 


		(i)	any levy, lien (including mechanics lien), seizure, attachment, execution or similar process shall
be issued or levied on any of the property of the Borrower or any guarantor of the Obligations;



 


		(k)	the termination or revocation of any guaranty of the Obligations; or



 


		(l)	the occurrence of such a change in the condition or affairs (financial or otherwise) of the Borrower
or any guarantor of the Obligations, or the occurrence of any other event or circumstance, such that the Bank, in its sole discretion,
deems that it is insecure or that the prospects for timely or full payment or performance of any obligation of the Borrower or
any guarantor of the Obligations to the Bank has been or may be impaired.



 


6.2          Acceleration.
If an Event of Default shall occur, at the election of the Bank, all Obligations shall become immediately due and payable without
notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not
an Event of Default has occurred.


 




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The Bank is hereby
authorized, at its election, after an Event of Default or after Demand, without any further demand or notice except to such extent
as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any of the Collateral
at public or private sale; and the Bank may also exercise any and all other rights and remedies of a secured party under the Code
or which are otherwise accorded to it in equity or at law, all as Bank may determine, and such exercise of rights in compliance
with the requirements of law will not be considered adversely to affect the commercial reasonableness of any sale or other disposition
of the Collateral. If notice of a sale or other action by the Bank is required by applicable law, unless the Collateral is perishable
or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Borrower agrees that ten
(10) days Written notice to the Borrower, or the shortest period of written notice permitted by such law, whichever is smaller,
shall be sufficient notice; and that to the extent permitted by law, the Bank, its officers, attorneys and agents may bid and become
purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily
sold on a recognized market or which is the subject of Widely distributed standard price quotations. Any sale (public or private)
shall be without warranty and free from any right of redemption, which the Borrower shall waive and release after default upon
the Bank's request therefor, and may be free of any warranties as to the Collateral if Bank shall so decide. No purchaser at any
sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale
remaining after paying all Obligations of the Borrower to the Bank shall be returned to such other party as may be legally entitled
thereto; and if there is a deficiency, the Borrower shall be responsible for repayment of the same, with interest. Upon demand
by the Bank, the Borrower shall assemble the Collateral and make it available to the Bank at a place designated by the Bank which
is reasonably convenient to the Bank and the Borrower. The Borrower hereby acknowledges that the Bank has extended credit and other
financial accommodations to the Borrower upon reliance of the Borrower's granting the Bank the rights and remedies contained in
this Agreement including without limitation the right to take immediate possession of the Collateral upon the occurrence of an
Event of Default or after DEMAND with respect to Obligations payable on DEMAND and the Borrower hereby acknowledges that the Bank
is entitled to equitable and injunctive relief to enforce any of its rights and remedies hereunder or under the Code and the Borrower
hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to
the Bank.


 


The Bank shall not
be required to marshal any present or future security for (including but not limited to this Agreement and the Collateral subject
to the security interest created hereby), or guarantees of, the Obligations or any of them, or to resort to such security or guarantees
in any particular order; and all of its rights hereunder and in respect of such securities and guaranties shall be cumulative and
in addition to all other rights, however existing or arising. To the extent that it lawfully may do so, the Borrower hereby agrees
that it will not invoke and irrevocably waives the benefits of any law relating to the marshaling of collateral which might cause
delay in or impede the enforcement of the Bank’s rights under this Agreement or under any other instrument evidencing any
of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed.
Except as required by applicable law, the Bank shall have no duty as to the collection or protection of the Collateral or any income
thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto
beyond the safe custody thereof,


 


6.3           Power
of Attorney. The Borrower hereby irrevocably constitutes and appoints the Bank as the Borrower’s true and lawful attorney,
with full power of substitution, at the sole cost and expense of the Borrower but for the sole benefit of the Bank, upon the occurrence
of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including,
without limitation the sale (either public or private) of all or any portion or portions of the Collateral; to sign and endorse
the name of the Borrower on documents of title of the same or different nature relating to the Collateral; to receive as secured
party any of the Collateral; or other to sign and file or record on behalf of the Borrower any financing or other statement in
order to perfect or protect the Bank’s security interest. The Bank shall not be obliged to do any of the acts or exercise
any of the powers hereinabove authorized, but if the Bank elects to do any such act or exercise any such power, it shall not be
accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to the Borrower
except for willful misconduct in bad faith. All powers conferred upon the Bank by this Agreement, being coupled with an interest,
shall be irrevocable so long as any Obligation of the Borrower to the Bank shall remain unpaid or the Bank is obligated under
this Agreement to extend any credit to the Borrower.


 




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6.4           Nonexclusive
Remedies. All of the Bank’s rights and remedies not only under the provisions of this Agreement but also under any other
agreement or transaction shall be cumulative and not alternative or exclusive, and may be exercised by the Bank at such time or
times and in such order of preference as the Bank in its sole discretion may determine.


 


7.          MISCELLANEOUS


 


7.1           Waivers.
The Borrower waives notice of intent to accelerate, notice of acceleration, notice of nonpayment, demand, presentment, protest
or notice of protest of the Obligations, and all other notices, consents to any renewals or extensions of time of payment thereof,
and generally waives any and all suretyship defenses and defenses in the nature thereof.


 


7.2           Waiver
of Homestead. To the maximum extent permitted under applicable law, the Borrower hereby waives and terminates any homestead
rights and/or exemptions respecting any of its property under the provisions of any applicable homestead laws, including without
limitation, Utah Code 78-23-4 and hereby agrees not to file a declaration of homestead under Utah Code 78-23-4.


 


7.3           Deposit
Collateral. The Borrower hereby grants to the Bank a continuing lien and security interest in any and all deposits or other
sums at any time credited by or due from the Bank to the Borrower and any cash, securities, instruments or other property of the
Borrower in the possession of the Bank, whether for safekeeping or otherwise, or in transit to or from the Bank (regardless of
the reason the Bank had received the same or whether the Bank has conditionally released the same) as security for the full and
punctual payment and performance of all of the liabilities and obligations of the Borrower to the Bank
and such deposits and other sums may be applied or set off against such liabilities and obligations of the Borrower to the Bank
at any time, whether or not such are then due, whether or not demand has been made and whether or not other collateral is then
available to the Bank.


 


7.4           Indemnification.
The Borrower shall indemnify, defend and hold the Bank and its directors, officers, employees, agents and attorneys (each an “Indemnitee”)
harmless of and from any claim brought or threatened against any Indemnitee by the Borrower, any guarantor or endorser of the Obligations,
or any other person (as well as from reasonable attorneys’ fees and expenses in connection therewith) on account of the Bank’s
relationship with the Borrower, or any guarantor or endorser of the Obligations (each of which may be defended, compromised, settled
or pursued by the Bank with counsel of the Bank’s election, but at the expense of the Borrower), except for any claim arising
out of the gross negligence or willful misconduct of the Bank. The within indemnification shall survive payment of the Obligations,
and/or any termination, release or discharge executed by the Bank in favor of the Borrower.


 


7.5           Costs
and Expenses. The Borrower shall pay to the Bank on demand any and all costs and expenses (including, without limitation, reasonable
attorneys’ fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Bank in establishing, maintaining,
protecting or enforcing any of the Bank’s rights or the Obligations, including, without limitation, any and all such costs
and expenses incurred or paid by the Bank in defending the Bank’s security interest in, title or right to the Collateral
or in collecting or attempting to collect or enforcing or attempting to enforce payment of the Obligations,


 


7.6           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute
but one agreement.


 




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7.7           Severability.
If any provision of this Agreement or portion of such provision or the application thereof to any person or circumstance shall
to any extent be held invalid or unenforceable, the remainder of this Agreement (or the remainder of such provision) and the application
thereof to other persons or circumstances shall not be affected thereby.


 


7.8           Complete
Agreement. This Agreement and the other Loan Documents constitute the entire agreement and understanding between and among
the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings
among the parties hereto with respect to such subject matter.


 


7.9           Binding
Effect of Agreement. This Agreement shall be binding upon and inure to the benefit of the respective heirs, executors, administrators,
legal representatives, successors and assigns of the parties hereto, and shall remain in full force and effect (and the Bank shall
be entitled to rely thereon) until released in writing by the Bank. The Bank may transfer and assign this Agreement and deliver
the Collateral to the assignee, who shall thereupon have all of the rights of the Bank; and the Bank shall then be relieved and
discharged of any responsibility or liability with respect to this Agreement and the Collateral. The Borrower may not assign or
transfer any of its rights or obligations under this Agreement. Except as expressly provided herein or in the other Loan Documents,
nothing, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations
or liabilities under or by reason of this Agreement or the other Loan Documents.


 


7.10         Further
Assurances. Borrower will from time to time execute and deliver to Bank such documents, and take or cause to be taken, all
such other or further action, as Bank may request in order to effect and confirm or vest more securely in Bank all rights contemplated
by this Agreement and the other Loan Documents (including, without limitation, to correct clerical errors) or to vest more fully
in or assure to the Bank the security interest in the Collateral granted to the Bank by this Agreement or to comply with applicable
statute or law and to facilitate the collection of the Collateral (including, without limitation, the execution of stock transfer
orders and stock powers, endorsement of promissory notes and instruments and notifications to obligors on the Collateral). To the
extent permitted by applicable law, Borrower authorizes the Bank to file financing statements, continuation statements or amendments,
and any such financing statements, continuation statements or amendments may be filed at any time in any jurisdiction. Bank may
at any time and from time to time file financing statements, continuation statements and amendments thereto which contain any information
required by the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment,
including whether Borrower is an organization, the type of organization and any organization identification number Issued to Borrower.
Borrower agrees to furnish any such information to Bank promptly upon request. In addition, Borrower shall at any time and from
time to time take such steps as Bank may reasonably request for Bank (i) to obtain an acknowledgment, in form and substance satisfactory
to Bank, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for Bank, (ii) to obtain
“control” (as defined in the Code) of any Collateral comprised of deposit accounts, electronic chattel paper, letter
of credit rights or investment property, with any agreements establishing control to be in form and substance satisfactory to Bank,
and (iii) otherwise to insure the continued perfection and priority of Bank’s security interest in any of the Collateral and
the preservation of its rights therein. Borrower hereby constitutes Bank its attorney-in-fact to execute, if necessary, and file
all filings required or so requested for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed;
and such power, being coupled with an interest, shall be irrevocable until this Agreement terminates in accordance with its terms,
all Obligations are irrevocably paid in full and the Collateral is released.


 


7.11         Amendments
and Waivers. This Agreement may be amended and Borrower may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, if Borrower shall obtain the Bank’s prior written consent to each such amendment, action
or omission to act. No course of dealing and no delay or omission on the part of Bank in exercising any right hereunder shall operate
as a waiver of such right or any other right and waiver on any one or more occasions shall not be construed as a bar to or waiver
of any right or remedy of Bank on any future occasion.


 




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7.12         Terms
of Agreement. This Agreement shall continue in full force and effect so long as any Obligations or obligation of Borrower to
Bank shall be outstanding, or the Bank shall have any obligation to extend any financial accommodation hereunder, and is supplementary
to each and every other agreement between Borrower and Bank and shall not be so construed as to limit or otherwise derogate from
any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower under any such agreement,
nor shall any contemporaneous or subsequent agreement between Borrower and the Bank be construed to limit or otherwise derogate
from any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower hereunder, unless
such other agreement specifically refers to this Agreement and expressly so provides.


 


7.13         Notices.
Any notice under or pursuant to this Agreement shall be a signed writing or other authenticated record (within the meaning of Article
9 of the Code). Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand
to any officer or agent of the Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, addressed
to the Borrower or Bank at the address set forth in this Agreement or as any party may from time to time designate by written notice
to the other party.


 


7.14         Governing
Law. This Agreement shall be governed by the laws of the State of Utah without giving effect to the conflicts of laws principles
thereof.


 


7.15         Reproductions.
This Agreement and all documents which have been or may be hereinafter furnished by Borrower to the Bank may be reproduced by the
Bank by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made in the regular course of business).


 


7.16         Jurisdiction
and Venue. Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in Utah, over
any suit, action or proceeding arising out of or relating to this Agreement. Borrower irrevocably waives, to the fullest extent
it may effectively do so under applicable law, any objection it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding brought in any such court and any claim that the same has been brought in an inconvenient forum. Borrower
hereby consents to any and all process which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof
by registered and certified mail, postage prepaid, return receipt requested, to the Borrower's address shown in this Agreement
or as notified to the Bank and (ii) by serving the same upon the Borrower in any other manner otherwise permitted by law, and agrees
that such service shall in every respect be deemed effective service upon Borrower.


 


7.17         JURY
WAIVER. THE BORROWER AND BANK EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH
LEGAL COUNSEL, (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT,
THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE
ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. THE BORROWER CERTIFIES THAT NEITHER
THE BANK NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD NOT IN
THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.


 


Executed as of February 4, 2013.


 




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	Witness:	 	Borrower:
	 	 	 	Meier Leasing, LLC
	 	 	 	 	 
	/s/ Miranda
    Stumph	 	By:	/s/ Annette D Meier
	 	 	 	 	Annette D Meier, Manager
	 	 	 	 	 
	Accepted: Proficio Bank	 	 	 
	 	 	 	 	 
	By:	/s/ Brett Smiley	 	 	 
	Name:	Brett Smiley	 	 	 
	Title:	VP Business Development Officer	 	 	 


 


	Loan and Security Agreement -  Obligor
    1	© 2013 Medici, a division of Wolters  Klumer Financial Services


 




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AGREEMENT TO PROVIDE INSURANCE


 


	Grantor:	 	Meier Management Company, LLC	 	Bank:	 	Proficio Bank
	 	 	2221 N. 3250 W.	 	 	 	6985 Union Park Center, Suite 150
	 	 	Vernal, Utah 84078	 	 	 	Cottonwood Heights, Utah 84047
	 	 	 	 	 	 	 


 


Credit Accommodations: That
certain Term Note, dated February 4, 2013, by Meier Leasing, LLC and Meier Management Company, LLC in favor of the Bank in
the original principal amount of $592,000.00 with a maturity date of February 4, 2020 (the “Note”); and
collectively, along with all other agreements, documents, certificates and instruments delivered in connection therewith,(the
“Loan Documents”).


 


Insurance Requirements: Grantor,
Meier Leasing, LLC (the “Grantor”), understands that the Loan Documents set forth insurance requirements in connection
with the Bank extending the Credit Accommodations to or for the benefit of the Grantor. The following insurance coverage is required
on the collateral described below (the “Collateral”):


 


Collateral:          Okuma
Multus B400-W, Serial Number 148243; CNC Bit Grinding Machine Serial # 201009-001


Type:                                   All
risks, including fire, theft and liability


Amount:                              Full
Insurance Value


Basis:                                  Replacement


Endorsements:                    Lender
loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written
notice to Bank


Comments:                         Proficio
Bank (and its successors and assigns) to be named as Loss Payee/Mortgagee and Additional Insured


Latest Delivery Date:         February
4,2013


Insurance Company:          Grantor
may obtain insurance from any insurance company Grantor may choose that is reasonably acceptable to Bank.


Insurance Mailing Address:     All
documents and other materials relating to Insurance should be mailed, delivered to the following address:


Proficio Bank


6985 Union Park Center Suite 150


Cottonwood Heights, Utah 84047


 


; Failure to Provide Evidence of Insurance;.
Grantor shall deliver to Bank, on or before the delivery date described above, proof of the required insurance. In the event that
Grantor fails to provide evidence of the insurance required hereunder, Bank may, at its option, secure such insurance. The cost
of any such insurance, at the option of Bank, shall be payable on demand or shall be added to the indebtedness as provided in the
Loan Documents. Bank may obtain insurance with different coverage and at higher rates than what Grantor could have obtained and
Bank may obtain such insurance from a company other than the one Grantor would choose.


 


Grantor consents to Bank using or disclosing
information regarding the Credit Accomodations, the Collateral, or both, for the purpose of securing or replacing the insurance
required hereunder.


 


THIS AGREEMENT TO PROVIDE INSURANCE
IS DATED AS OF February 4, 2013.


 


	 	Grantor:
	 	 	 
	 	Meier Management Company, LLC
	 	 	 
	 	By:	/s/ Annette D Meier
	 	 	Annette D Meier, Manager


 




    	 



    	 



    

 


NOTICE OF INSURANCE REQUIREMENTS


 


	Grantor:	 	Meier Management Company, LLC	 	Bank:	 	Proficio Bank
	 	 	2221 N. 3250 W.	 	 	 	6985 Union Park Center, Suite 150
	 	 	Vernal, Utah 84078	 	 	 	Cottonwood Heights, Utah 84047
	 	 	 	 	 	 	 


 


	To:	Attn: Insurance Agent	Date:


 


Dear Insurance Agent:


 


Proficio Bank is extending credit accommodations
to or for the benefit of Grantor, Meier Leasing, LLC (“Grantor”), which credit accommodations are being secured by
the collateral described below. Please send evidence of insurance and any required endorsements on such collateral to Proficio
Bank.


 


Collateral:             Okuma
Multus B400-W, Serial Number 148243; CNC Bit Grinding Machine Serial # 201009-001


Type:                                All
risks, including fire, theft and liability


Amount:                           Full
Insurance Value


Basis:                                Replacement


Endorsements:                  Lender
loss payable clause with stipulation that coverage will not be cancelled or diminished without a minimum of 30 days prior written
notice to Bank


Comments:                       Proficio
Bank (and its successors and assigns) to be named as Loss Payee/Mortgagee and Additional Insured


Latest Delivery Date:       February
4, 2013


 


	 	 	Grantor:
	 	 	 
	 	 	Meier Management Company, LLC
	 	 	 
	 	By:	/s/ Annette D Meier
	 	 	Annette D Meier, Manager


 


Return to:


Proficio Bank


6985 Union Park Center


Suite 150


Cottonwood Heights, Utah 84047