Exhibit
10.51 


 


PROMISSORY
NOTE


 


	Principal

    $1,684,005.00	Loan
    Date 

    03-19-2012	Maturity
    

    03-19-2017	Loan
    No 

    9207252-90	Call/Coll
    	Account	Officer

    ***	Initials
	References
    in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or
    item. Any item above containing “***’’ has been omitted due to text length limitations.


 


	Borrower:	SUPERIOR AUTO BODY AND PAINT,
    LLC 

    3978 WEST 12600 SOUTH 

    RIVERTON, UT 84096	 	Lender:	Mountain America Credit
    Union 

    SBA Department 

    7181 South Campus View Drive 

    West Jordan, UT 84084
	 	 	 	 	 


 





	Principal
    Amount:   $1,684,005.00	Initial
    Rate:  5.500%	Date
    of Note: March 19, 2012







  


PROMISE
TO PAY. SUPERIOR AUTO BODY AND PAINT, LLC (“Borrower”) promises to pay to Mountain America Credit Union (“Lender”),
or order, in lawful money of the United States of America, the principal amount of One Million Six Hundred Eighty-four Thousand
Five & 00/100 Dollars ($1,684,005.00), together with interest on the unpaid principal balance from March 19, 2012, until paid
in full.


 


PAYMENT.
Borrower will pay this loan in full immediately upon Lender’s demand. If no demand is made, subject to any payment changes
resulting from changes in the Index, Borrower will pay this loan in 59 regular payments of $10,341.78 each and one irregular last
payment estimated at $1,513,504.59. Borrower’s first payment is due April 19, 2012, and all subsequent payments are due on the
same day of each month after that. Borrower’s final payment will be due on March 19, 2017, and will be for all principal and all
accrued interest not yet paid. Payments include principal and interest. Unless otherwise agreed or required by applicable law,
payments will be applied first to any accrued unpaid interest; then to principal; and then to any late charges. Borrower will
pay Lender at Lender’s address shown above or at such other place as Lender may designate in writing.


 


VARIABLE
INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is
the 10 Year Treasury Note (the “Index”). The index is not necessarily the lowest rate charged by Lender on its loans
and is set by Lender in Its sole discretion. If the Index becomes unavailable during the term of this loan, Lender may designate
a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest
rate change will not occur more often than each 5 Years, Borrower understands that Lender may make loans based on other rates
as well. The Index currently is 2.010% per annum. Interest on the unpaid principal balance of this Note will be calculated as
described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 3.000 percentage points over the Index,
rounded up to the nearest 0.125 percent, adjusted if necessary for any minimum and maximum rate limitations described below, resulting
in an initial rate of 5.500%. NOTICE: Under no circumstances will the interest rate on this Note be less than 5.500% per annum
or more than the maximum rate allowed by applicable law. Whenever increases occur in the interest rate, Lender, at its option,
may do one or more of the following; (A) increase Borrower’s payments to ensure Borrower’s loan will pay off by its original
final maturity date, (B) increase Borrower’s payments to cover accruing interest, (C) increase the number of Borrower’s payments,
and (D) continue Borrower’s payments at the same amount and increase Borrower’s final payment.


 


INTEREST
CALCULATION METHOD. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the
interest rate over the number of days in a year (366 during leap years), multiplied by the outstanding principal balance, multiplied
by the actual number of days the principal balance is outstanding. All interest payable under this Note is computed using this
method.


 


PREPAYMENT.
Borrower agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will
not be subject to refund upon early payment (whether Voluntary or as a result of default), except as otherwise required by law.
Except for the foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments
will not, unless agreed to by Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments
under the payment schedule. Rather, early payments will reduce the principal balance due and may result in Borrower’s making
fewer payments. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or
similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender’s rights under this Note,
and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts,
Including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the
amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed
or delivered to: Mountain America Credit Union, SBA Department, 7181 South Campus View Drive, West Jordan, UT 84084.


 


LATE
CHARGE. If a payment is 15 days or more late, Borrower will be charged 5.000% of the regularly scheduled payment or $15.00,
whichever is greater.


 


INTEREST
AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased
to 18.000%. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.


 


LENDER’S
RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest
immediately due, and then Borrower will pay that amount.


 


ATTORNEYS’
FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law, Lender’s reasonable attorneys’ fees and Lender’s
legal expenses, whether or not there is a lawsuit, including without limitation all reasonable attorneys’ fees and legal
expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If
not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law.


 


JURY
WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either
Lender or Borrower against the other.


 


GOVERNING
LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws
of the State of Utah without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of
Utah.


 


CHOICE
OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Salt
Lake County, State of Utah.


 


DISHONORED
ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower makes a payment on Borrower’s loan and the check or preauthorized
charge with which Borrower pays is later dishonored.


 


STATUTORY
LIEN. Borrower agrees that all loan advances under this Note are secured by all shares and deposits in all joint and individual
accounts Borrower has with Lender now and in the future. Borrower authorizes Lender, to the extent permitted by applicable law,
to apply the balance in these accounts to pay any amounts due under this Note when Borrower is in default under this Note. Shares
and deposits in an individual Retirement Account and any other account that would lose special tax treatment under state or federal
law if given as security are not subject to the security interest Borrower has given in Borrower’s shares and deposits.


 




    	 



    	 



    

 


	 	PROMISSORY NOTE	 
	Loan
    No: 9207252-90	(Continued)	Page
    2
	 	 	 


 


ARBITRATION.
Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in
nature, arising from this Note or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant
to the Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of other party. No
act to take or dispose of any collateral securing this Note shall constitute a waiver of this arbitration agreement or be prohibited
by this arbitration agreement. This includes, without limitation, obtaining injunctive relief or a temporary restraining order;
invoking a power of sale under any deed of trust or mortgage; obtaining a writ of attachment or Imposition of a receiver; or exercising
any rights rotating to personal property, including taking or disposing of such property with or without judicial process pursuant
to Article 9 of the Uniform Commercial Code. Any disputes, claims, or controversies concerning the lawfulness or reasonableness
of any act, or exercise of any right, concerning any collateral securing this Note, including any claim to rescind, reform, or
otherwise modify any agreement relating to the collateral securing this Note, shall also be arbitrated, provided however that
no arbitrator shall have the right or the power to enjoin or restrain any act of any party. Judgment upon any award rendered by
any arbitrator may be entered in any court having jurisdiction. Nothing in this Note shall preclude any party from seeking equitable
relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches, and similar doctrines which
would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement
of an arbitration proceeding shall be deemed the commencement of an action for these purposes. The Federal Arbitration Act shall
apply to the construction, interpretation, and enforcement of this arbitration provision.


 


SUCCESSOR
INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors
and assigns, and shall inure to the benefit of Lender and its successors and assigns.


 


NOTIFY
US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Borrower may notify Lender if Lender reports any inaccurate
information about Borrower’s account(s) to a consumer reporting agency. Borrower’s written notice describing the specific
inaccuracy(ies) should be sent to Lender at the following address: Mountain America Credit Union, SBA Department, 7181 South Campus
View Drive, West Jordan, UT 84084.


 


GENERAL
PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay
or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor.
Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether
as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may
renew or extend (repeatedly and for any length of time) this and or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender’s security interest in the collateral; and take any other action deemed necessary
by Lender without the consent of or notice to anyone, All such parties also agree that Lender may modify this loan without the
consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint
and several.


 


PRIOR
TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER AGREES TO THE TERMS OF THE NOTE.


 


BORROWER
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


BORROWER:


 


SUPERIOR AUTO BODY AND PAINT, LLC


 


	By:	/s/
    JUSTIN R. VINCENT	 
	 	JUSTIN R. VINCENT, Manager of SUPERIOR AUTO BODY AND PAINT, LLC	 


 


MEIER PROPERTIES, SERIES LLC, Member of SUPERIOR AUTO BODY
AND PAINT, LLC


 


	By:	/s/
    ANNETTE D. MEIER	 
	 	ANNETTE D. MEIER, Manager of MEIER PROPERTIES, SERIES LLC	 


 





LASER
PRO Lending, Ver. 5,58,20,001 Copr. Harland Financial Solutions, Inc. 1997, 2012. All Rights Reserved. - UY
Y:\HARLANDLP\CFI\LPL\DZD.FC TR-202 PR-7