Exhibit 10.50


 


LOAN AGREEMENT
and CERTIFICATION


 


THIS LOAN AGREEMENT and CERTIFICATION dated
April 3, 2012, by MEIER MANAGEMENT COMPANY, LLC and SUPERIOR AUTO BODY AND PAINT, LLC for the benefit of Mountain West Small Business
Finance of 2595 East 3300 South, Salt Lake City, Utah 84109, (the “Lender”) and its intended assignee. The Small Business
Administration.


 


WHEREAS, the Undersigned has applied to
the Lender for a loan under Section 503, 504 and 505 of the Small Business Investment Act;


 


WHEREAS, the Lender is willing to sell a
Debenture (the “Debenture”), the proceeds of which will be used to make a loan to the Undersigned on the terms and
conditions hereinafter set forth;


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, the parties hereto agree as follows:


 


ARTICLE I


THE LOAN


 


SECTION 1.01: THE LOAN, NOTE AND RATE


 


Subject to the terms and conditions of this
Agreement and the Authorization and Debenture Guaranty Agreement of the U.S. Small Business Administration, the Lender hereby agrees
to lend to Undersigned, and the Undersigned hereby agrees to borrow from the Lender and repay the Lender or its assigns, the amount
of ONE MILLION ONE HUNDRED FIFTY-NINE THOUSAND and no/100 ($1,159,000.00) (the “Loan”). The obligation of the Undersigned
to repay the Loan shall be evidenced by the Promissory Note (the “Note”) of the obligor thereon in a form satisfactory
to the Lender, dated on the date on which the Loan is made (“Closing Date”), payable to the order of the Lender for
the amount of the Loan with interest on the unpaid principal as determined at the time when the Debenture of the Lender, in the
amount of ONE MILLION ONE HUNDRED FIFTY-NINE THOUSAND and no/100 dollars ($1,159,000,00), is sold as per the SBA Loan Authorization
and 504 Debenture Guaranty Agreement for Certified Development Companies, No. 43590850-09 (the “SBA Authorization”).


 


SECTION 1.02: THE TERM AND REPAYMENT


 


The term of the loan shall be
term years. The Note shall be repayable in monthly installments. The first monthly installment shall be due and payable on
the first  day of the month immediately following the month in which the Debenture is sold.


 


SECTION 1.03: GUARANTIES


 


The Lender shall have received duly executed
a Guaranty Agreement in form approved by SBA of: SUPERIOR AUTO BODY AND PAINT, LLC. SUPERIOR DRILLING PRODUCTS, LLC, GILBERT TROY
MEIER TRUST u/a/d 10/28/99, ANNETTE DEUEL MEIER TRUST u/a/d 10/28/99, G. Troy Meier, Annette D. Meier, and Justin R. Vincent.


 


SECTION 1.04: PURPOSE OF LOAN


 


The purpose, of the Loan is to provide partial
permanent loan proceeds for the project described in the SBA Authorization, to pay professional fees, to pay interim interest and
points, to pay administrative fees, and to pay closing costs and CDC fees. The Undersigned agrees that it will apply funds received
by it under this Agreement in accordance with the use of loan proceeds specified in the SBA Authorization. The Undersigned further
agrees that no application of any funds received from the Lender hereunder shall be made in violation of the Small Business Investment
Act of 1958, as amended, or the regulations promulgated thereunder.


 




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SECTION 1.05: RELATIONSHIP OF PARTIES


 


The Undersigned acknowledge that they are
in a debtor-creditor relationship with Lender. Lender is not a fiduciary of the Undersigned and owes no duty to the Undersigned
other than to use its best efforts to provide partial permanent loan proceeds for the project described in the SBA Authorization.
The Undersigned acknowledge that nothing in Lender’s past relationship with the Undersigned, including, but not limited to,
any meetings, associations with, advise or instructions given by Lender, or any of its agents or employees, with or to the Undersigned
have altered or modified the relationship of debtor-creditor. The Undersigned acknowledge that they have not relied upon any property
valuations, business or property opinions, business advice, business projections or economic forecasts from Lender, its agents
or employees. The Undersigned understand and acknowledge that Lender will service the Loan after it is made and that such servicing
actions may include site visits, analysis of financial statements, discussions with the Undersigned, and other investigation into
the status of the property and small business which are the subject of the Loan Authorization. The Undersigned acknowledge that
none of these or related activities shall alter or modify the relationship of debtor-creditor. The Undersigned waive any and all
claims that Lender, its agents or employees, or its assigns, are fiduciaries, joint venturers or partners with respect to the Undersigned.
The Undersigned further acknowledge that Lender may make or provide loans which may benefit the Undersigned’s competitors
to the detriment of the Undersigned. The Undersigned agree that Lender and its assigns owe no duty to the Undersigned to not make
such other loans to the Undersigned’s competitors and the Lender, its agents and employees, are free to make such other loans
and enter into such other relationships with third parties as, in their sole discretion, they desire. The Undersigned shall not
make any claim against Lender, its agents or employees, on account of such other loans or relationships.


 


ARTICLE II


REPRESENTATIONS
AND WARRANTIES


  


The Undersigned represents and covenants
the following:


 


SECTION 2.01: DULY ORGANIZED


 


In the event Undersigned is a corporation,
general or limited partnership, limited liability company, trust, or any other legal entity, or operates under an assumed name,
the undersigned represent and warrant that:


 


		i.	It isduly organized and existing under the laws of
the state of its formation.



 


		ii.	It isqualified and in good standing in all states
in which it is doing business.



 


		iii.	Theexecution and performance of this agreement:



 


		(1)	Are within the Undersigned’s powers;



 


		(2)	Have been duly authorized; and



 


		(3)	Are not in contravention of any law or the Undersigned’s charter or any agreement or undertaking of which the Undersigned
is a party or by which it is bound.



 


Undersigned agrees to provide proof if its legal capacity, as
required by and to the satisfaction of Lender.


 


SECTION 2.02: DULY AUTHORIZED


 


The making and performance by the Undersigned
of this Agreement, and the execution and delivery of the Note, and any Security Agreements and Instruments have been duly authorized
by all necessary action and will not violate any law, rule, regulation, order, writ, judgment, decree, determination or award
presently in effect having applicability to the Undersigned or any provision of the Undersigned’s Certificate of Incorporation
or By-Laws, Articles of Organization or Operating Agreement, Partnership Agreement, Declaration of Trust, or any other organizational
or governing document, however denominated, or result in a breach of or constitute a default under any indenture or bank loan
or credit agreement or any other agreement or instrument to which the Undersigned is a party or by which it or its property may
 be bound or affected.


 


SECTION 2.03: LEGALLY BINDING INSTRUMENTS


 


When this Agreement is executed by the Undersigned
and the Lender, and when the Note is executed and delivered by the Undersigned for value, each such instrument shall constitute
the legal, valid, and binding obligation of the company in accordance with its terms. Any Security Agreements and Instruments,
Financing Statements, Mortgages, Trust Deeds, and other liens on chattel or real estate shall constitute legal, valid and binding
liens free and clear of all prior liens and encumbrances except as provided for.


 




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SECTION 2.04: NO LEGAL SUITS


 


There are no legal actions, suits, or proceedings
pending or, to the knowledge of the Undersigned, threatened against the Undersigned before any court or administrative agency,
which, if determined adversely to the Undersigned, would have a material adverse effect on the financial condition or business
of the Undersigned.


 


SECTION 2.05: NO LEGAL AUTHORIZATION NEEDED


 


No authorization, consent or approval, or
any formal exemption of any Governmental body, regulatory authorities (Federal, State or Local) or mortgagee, creditor or third
party is or was necessary to the valid execution and delivery by the Undersigned of this Agreement, the Note, or any Security Agreement,
Financing Statement, Mortgage or Trust Deed.


 


SECTION 2.06: NOT IN DEFAULT


 


The Undersigned is not in default of any
obligation, covenant, or condition contained in any bond, debenture, note, or other evidence of indebtedness or any mortgage, trust
deed or collateral instrument securing the same.


 


SECTION 2.07: TAXES ARE PAID


 


The Undersigned has filed all tax returns
which are required and has paid or made provision for the payment of all taxes which have or may become due pursuant to said returns
or pursuant to any assessments levied against the Undersigned or its personal or real property by any taxing agency, federal, state
or local. No tax liability has been asserted by the Internal Revenue Service or other taxing agency, federal, state, or local for
taxes materially in excess of those already provided for and the Undersigned knows of no basis for any such deficiency assessment.


 


SECTION 2.08: NO ADVERSE CHANGE


 


The Undersigned certifies that there has
been no adverse change since the date of loan application in the financial condition, organization, operation, business prospects,
fixed properties, or personnel of the Undersigned.


 


SECTION 2.09: ENVIRONMENTAL REGULATIONS, WARRANTIES, INDEMNITY


 


		(a)	Undersigned hereby warrants and represents that;



 


		(i)	At the time Undersigned purchased the property pledged as collateral, at the time of Undersigned’s application for this
SBA Loan, and at the present time, the Property has been and is in full compliance with all local, state and federal environmental
laws and regulations; and that there have not been at any material times hereto, nor are there now any hazardous materials, substances,
wastes or other environmentally regulated substances (including without limitation, any materials containing asbestos) located
on, in or under the Property or used in connection therewith.



 


		(ii)	Undersigned shall continue to comply with all local, state and federal laws and regulations pertaining to hazardous substances.



 


		(iii)	Undersigned has no knowledge of or reason to know of any contamination of the Property pledged as collateral for this SBA Loan
from hazardous substances including but not limited to asbestos, leaking tanks or lines.



 


		(iv)	Undersigned has exercised due diligence and has used their best efforts to determine if there are any hazardous substances
on the Property.



 




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		(b)	Undersigned further understands, represents and warrants that:



 


		(i)	During the term of the Note and any extensions thereof, Undersigned and any tenant of the Property shall comply fully with
all applicable local, state and federal laws, rules, regulations and ordinances relating to land use, zoning or protection of the
environment, or to the generation, use, storage, removal, transportation, handling or disposal of toxic materials or substances,
as such substances may be identified or defined by such laws and regulations from time to time. Undersigned agrees that he shall
not cause or permit to exist, as a result of any intentional or unintentional act or omission on his part or on the part of any
other tenant or occupant of the Property, a releasing, spilling, leaking, pumping, emitting, pouring, emptying or dumping of a
toxic material, hazardous substance or hazardous waste into air or waters or onto or beneath lands where damage would result to
lands, waters, wildlife or other resources. Undersigned hereby agrees to promptly notify Lender of any event or occurrence, whether
occurring on the Property or on adjacent or nearby property, which poses a risk of contamination by any hazardous substance, toxic
material, hazardous waste or materials (as defined in or regulated by any applicable local, state or federal law, rule, regulation
or ordinance) of such property or of air or water on, under or near such property including but not limited to any suspected, alleged,
or actual leaks, spills, contamination problems, or violations of laws pertaining to hazardous substances during the term of this
loan (hereinafter called “Environmental Warranties”).



 


		(ii)	In projects where hazardous waste or environmental contamination may be reasonably suspected, and the CDC is required to provide
SBA with all existing waste mitigation plans or site/soil inspection reports (the “Environmental Reports”) prepared
on behalf of the Undersigned, the CDC, or the Interim Lender the Undersigned agrees to and shall provide the CDC with said Environmental
Reports. Such projects might include proposed construction properties, industrial properties, properties located close to industrial
areas, properties that include or are close to an existing or former gas station site, commercial properties that include an automotive
repair facility or a dry cleaning establishment, properties adjacent to railroad track or underground pipelines, properties that
have served as or are close to refuse or waste disposal sites, properties where the past used or surrounding uses include the storage
of or usage of hazardous substances, and properties suspected of containing asbestos material that is or may be viable.



 


The CDC reserves the right to require additional inspections
or audits from Undersigned.


 


		(iii)	If the CDC or SBA determines that further site testing or inspection
                                         is warranted, a Phase I environmental audit/site assessment shall be conducted by Undersigned
                                         immediately upon request. A Phase I audit must include a review of the site history,
                                         an on-site inspection interviews with employees and neighbors, a review of government
                                         agency files, a review of aerial photos, a determination of uses on surrounding properties,
                                         and an assessment of past and present usage or storage of hazardous substances and wastes.
                                         The audit results must be supplied to SBA and must indicate that the Undersigned is in
                                         compliance with the provisions of applicable state law, all federal statutes regarding
                                         environmental responsibility, and all regulations promulgated by the Environmental Protection
                                         Agency or other agencies in conjunction therewith.



 


CDC must be assured of compliance with environmental
laws before any loan proceeds can be disbursed.


 


		(iv)	Undersigned acknowledges that Lender is relying upon his Environmental Warranties as set forth above. Undersigned hereby agrees
to indemnify, defend and hold Lender harmless against any loss that Lender suffers, including but not limited to Lender’s
attorney’s fees and other court costs, and also including penalties, fines, claims, costs (including clean-up costs) and
other expenses, including consultants’ or experts’ expenses, as a result of any inaccuracy or any breach of the Environmental
Warranties and covenants set forth above. The indemnity obligations of this Section shall not be limited by the term of the Note
or any extensions thereof, but shall continue, survive and remain in full force and effect notwithstanding payment in full and satisfaction
of the Note and the Trust Deeds or the foreclosure or acceptance of a deed in lieu of foreclosure with respect to the Property.
The indemnity obligations shall extend only to the Environmental Warranties and representations as to the status of the property
as of the date of this Agreement.



 




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(c) Undersigned specifically waives any
claim or cause of action against Lender and Lender’s successors, heirs, assignees or agents for any asbestos, radon gas,
or other hazardous substance or condition and Undersigned assumes any and all risks for any physical and economic damages, illness,
economic devaluation or loss of use associated with such.


 


(d) Undersigned acknowledges for Lender
and Lender’s successors, heirs and assignees, that Undersigned has been given a reasonable opportunity to inspect and investigate
the property and all improvements thereon, either independently or through agents of Undersigned’s choosing, and Undersigned
is not relying on any information supplied by Lender as to the condition of the property pledged as collateral on the Loan and/or
any improvements located thereon.


 


(e) Lender makes no representations as to
whether there is currently or have been in the past any:


 


		(i)	Use, treatment, storage or disposal of any hazardous substance or pollutant on any of the subject property;



 


		(ii)	Any spill, leakage, discharge or release of any hazardous conditions or substances existing on the subject property; and/or



 


		(iii)	Any hazardous conditions or substances existing on the subject Property. This would include, but is not limited to, the use
of asbestos ceiling and/or floor tile, asbestos insulation or any other asbestos product, or any radon gas present on the property.



 


ARTICLE III


CONDITIONS OF LENDING


 


The obligation of the Lender to make the
Loan shall be subject to the fulfillment at the time of closing of each of the following conditions:


 


SECTION 3.01: EXECUTION OF AUTHORIZATION AND INCORPORATION
HEREOF BY REFERENCE


 


The Undersigned shall have executed and
delivered to the Lenders the SBA Loan Authorization and 504 Debenture Guaranty Agreement for Certified Development Companies. Each
and every term of the Authorization, as amended, is incorporated herein by this reference as a term and condition of this Loan
Agreement.


 


SECTION 3.02: EXECUTION AND DELIVERY OF NOTE AND LOAN AGREEMENT


 


The Undersigned shall have executed and
delivered to the Lender this Loan Agreement and the Note in a form satisfactory to the Lender and its counsel.


 


SECTION 3.03: EXECUTION AND DELIVERY OF SECURITY AGREEMENT
AND MORTGAGE OR TRUST DEED


 


The Undersigned shall have executed and
delivered to the Lender a Security Agreement and Financing Statements in a form satisfactory to the Lender, giving the Lender security
in all of the chattel and personal properly acquired with the Loan proceeds or pledged as security for the Loan. The Undersigned
also shall have executed and delivered to the Lender a Mortgage or Trust Deed on the real estate. Said Security Agreement, Financing
Statements and Mortgage or Trust Deed shall be free and clear of all prior liens and encumbrances except as provided for in accordance
with the SBA Authorization. Said Security Agreement, Financing Statements and Mortgage or Trust Deed are to secure payment of the
principal of the Note, the interest thereon, and any other sums payable by the Undersigned hereunder.


 


SECTION 3.04: EXECUTION AND CERTIFICATION OF RESOLUTIONS
OF AUTHORITY


 


The Undersigned shall have executed and
delivered to the Lender, as required by Lender, a duly certified copy of a Resolution of the Boards of Directors or Members, Certificate
as to Partners, or such other document as may, in Lender’s opinion, may be necessary to establish the legal capacity of Undersigned
and its representatives to authorize the execution and delivery by the Undersigned of this Agreement, the Note, and Security Agreement
and Mortgage or Trust Deed.


 




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SECTION 3.05: CORPORATE, LIMITED LIABILITY. TRUST, AND PARTNERSHIP
PAPERS


 


The Undersigned shall have delivered to
the Lender copies of the Undersigned’s Certificate of Incorporation, Articles of Incorporation, By-Laws. Articles of Organization,
Operating Agreement, Declarations of Trust, Partnership Agreement and Certificate of Good Standing or Assumed Name, if appropriate.


 


SECTION 3.06: EXECUTION OF CSA AGREEMENT


 


The Undersigned shall have executed and
delivered to the Lender, the Servicing Agent Agreement in a form satisfactory to the Lender’s Counsel.


 


SECTION 3.07: TITLE INSURANCE


 


The Undersigned shall have secured mortgage
title insurance, at Undersigned’s sole expense, in the form and issued by companies satisfactory to the Lender, in the amount
of the Loan, insuring the Lender and secured by a Mortgage or Deed of Trust subject only to exceptions approved in the SBA Authorization.
The title policy shall show no delinquent taxes or assessments affecting the real property or any part thereof on the date of closing
except as approved by the Lender.


 


SECTION 3.08: GOVERNMENTAL APPROVAL


 


The Undersigned shall have secured all necessary
approvals or consents, if required, of Governmental bodies having jurisdiction with respect to any construction contemplated in
accordance with the use of proceeds of the SBA Authorization.


 


SECTION 3.09: APPROVAL OF OTHERS


 


The Undersigned shall have secured all necessary
approvals or consents required with respect to this transaction by any mortgagor, credit or other party having any financial interest
in the Undersigned.


 


ARTICLE IV


AFFIRMATIVE COVENANTS
OF THE UNDERSIGNED


 


The Undersigned agrees to comply with the
following covenants from the date hereof until the Lender has been fully repaid with interest, unless the Lender or its Assigns
shall otherwise consent in writing:


 


SECTION 4.01: PAYMENT OF THE LOAN


 


The Undersigned agrees to pay punctually
the principal and interest on the Note according to its terms and conditions and to pay punctually any other amounts that may become
due and payable to the Lender.


 


SECTION 4.02: PAYMENT OF OTHER INDEBTEDNESS


 


The Undersigned agrees to pay punctually
the principal and interest due on any other indebtedness now or hereafter at any time owing by the Undersigned to the Lender or
any other Lender.


 


SECTION 4.03: PAYMENT OF LOCAL INJECTION


 


The Undersigned agrees to pay punctually
the principal and interest due on any Promissory Note evidencing debt for the Local (Undersigned’s) Injection. Such payment
shall not be made at a rate faster than or for a shorter term than the Note evidencing debt in accordance with the Authorization.


 


SECTION 4.04: PAYMENT OF LOAN FEES


 


In consideration of the Lender’s expenses
associated with processing and servicing this Loan, the Borrower agrees to pay to the Lender the fees for selling Section 504/505
Certificates. These include:


 


CDC Loan Origination Fee: Not to
exceed 1.5% of the Net Debenture Proceeds.


 


Underwriting and Funding Fee:
The estimated underwriting and funding fee is to be 3/4 of 1% of
the Net Debenture Proceeds for a twenty year loan and 5/8 of 1% for
a ten year loan. The Central Servicing Agent will calculate the actual amount of the fee on the 504 Servicing Agent Agreement,
the Difference between the estimated underwriting and funding fee and the actual underwriting and funding fee will be returned
to the Borrower as part of the residual from the debenture proceeds.


 




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SBA Guaranty/Participation Fee: Borrower
understands and is advised that .5% of the Third Party Lender permanent financing will be paid by the third party lender. This is
referenced as a Participation Fee in the Omnibus Spending Act of 1997. This fee is non refundable and is used to assist in reduction
of the cost of the 504 program to the federal government.


 


CDC Servicing Fee: Borrower agrees
to pay the CDC a servicing fee of .625% of the unpaid principal balance on the Debenture Proceeds annually, payable in monthly
installments and to be collected by the Central Servicing Agent for the term of the Loan. Such principal balance to be determined
at five (5) year anniversary intervals until the Loan is paid in full.


 


Central Servicing Agent Fee: Borrower
agrees to use the services of the Central Servicing Agent, hereafter CSA, as agent for the Lender and SBA. In consideration of
the CSA’s expenses associated with the origination and servicing of the Loan, the Borrower agrees to pay the CSA an annual
servicing fee of 1/10th of 1% of the unpaid Loan balance, payable in monthly increments, such balance to be determined at five
(5) year anniversary intervals until the Loan is paid in full.


 


Continuing Guaranty Fee: Borrower
agrees to pay to the SBA an ongoing guaranty fee of 0.749 of 1% per annum of the principal balance as calculated at five year intervals
beginning with the first payment. This payment shall be included with the payment made each month to the Central Servicing Agent
and contributes to the reduction of the cost of the program to the federal government.


 


SECTION 4.05: MAINTAIN AND INSURE PROPERTY


 


The Undersigned agrees at all times to maintain
the property provided as security for this Loan in such condition and repair that the Lender’s security will be adequately
protected. The Undersigned also agrees to maintain during the term of the Loan adequate hazard insurance policies covering fire
and extended coverage and such other hazards as may be deemed appropriate in amounts and form sufficient to prevent the Undersigned
from becoming a co-insurer and issued by companies satisfactory to the Lender with acceptable loss payee clauses in favor of the
Lender. The Undersigned further agrees, if at any time during the life of the Loan the Undersigned’s property is declared
to be within a flood hazard area, to purchase Federal Flood Insurance, if available. Such insurance shall be in an amount equal
to the lesser of; i) the amount of the loan; ii) the insurable value of the property; or iii) the maximum limit of coverage available.
Upon request, Undersigned will provide satisfactory evidence of proper insurance coverage. The Undersigned further agrees to maintain
adequate liability and workman’s compensation insurance in amounts and form satisfactory to the Lender.


 


SECTION 4.06: PAY ALL TAXES


 


The Undersigned agrees to duly pay and discharge
all taxes, assessments, and governmental charges upon it or against its properties prior to the date on which the penalties attach
thereto, except that the Undersigned shall not be required to pay any such tax, assessment, or governmental charge which is being
contested by it in good faith and by appropriate proceedings.


 


SECTION 4.07: PROVIDE ADDITIONAL EQUITY


 


The Undersigned agrees to provide additional
equity funds to cover additional project costs incurred as a result of overruns or unanticipated expenses or changes in work orders
in the project as specified in SBA Authorization.


 


SECTION 4.08: MAINTAIN EXISTENCE AND PERCENTAGE OF OWNERSHIP
INTEREST


 


The Undersigned agrees to maintain its existence,
rights, privilege, and franchises within the state of in which the small business concern does business, and remain qualified to
do business in each jurisdiction in which its present or future operations or its ownership of property require such qualification.


 


SECTION 4.9: PROVIDE FINANCIAL INFORMATION


 


The Undersigned agrees to maintain adequate
records and books of account, in which complete entries will be made reflecting all of its business and financial transactions,
such entries to be made in accordance with generally accepted principles of good accounting practice consistently applied in the
case of financial transactions.


 




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In addition, the Undersigned agrees to
deliver to the Lender (quarterly or semi-annual as required by Lender) financial statements certified by an authorized officer
of the Undersigned, to be true and accurate copies within ninety (90) days of the close of each accounting period.


 


The Undersigned further agrees to provide
information, and execute and deliver any and all additional documents and instruments as may be reasonably requested by the Lender,
its Assigns or Counsel, or the CSA including but not limited to:


 


		i)	Executing the SBA Form “Compensation Agreement”



 


		ii)	Displaying the SBA Form “Equal Opportunity Poster”



 


		iii)	Executing the SBA Form “Civil Rights Compliance Forms”



 


		iv)	Providing information as required of the Lender by the SBA for its annual reporting requirements



 


The Undersigned further agrees to provide
written notice to the Lender of any public hearing or meeting before any administrative or other public agency which may, in any
manner, affect the chattel, personal property or real estate securing the Loan.


 


SECTION 4.10: RIGHT TO INSPECTION


 


The Undersigned agrees to grant the Lender,
until the Note has been fully repaid with interest, the right at all reasonable hours to inspect the chattel, personal property
and real estate used to secure the Loan; and the Undersigned further agrees to provide the Lender free access to the Undersigned’s
premises for the purpose of such inspection to determine the condition of the chattel, personal property and real estate.


 


SECTION 4.11: NULL AND VOID COVENANTS


 


The Undersigned agrees, that in the event
that any provision of this Loan Agreement or any other instrument executed at closing or the application thereof to any person
or circumstances shall be declared null and void, invalid, or held for any reason to be unenforceable by a Court of competent jurisdiction,
the remainder of such agreement shall nevertheless remain in full force and effect, and to this end, the provisions of all covenants,
conditions, and agreements described herein are deemed separate.


 


SECTION 4.12: EXPENSES AND CLOSING COSTS


 


The Undersigned agrees to pay all fees,
and charges incurred with respect to the Loan, or its making, or transfer to the Lender in any way connected therewith, including,
but not limited to, the fees, and out-of-pocket expenses, of local counsel employed by the Lender, title insurance and survey costs,
recording and filing fees, mortgage taxes, documentary stamp, and any other taxes, fees and expenses payable in connection with
this transaction and with the enforcement of this Loan Agreement and Note. In the event the processing of the loan is terminated,
for whatever reason, or the debenture is not sold, for whatever reason, Undersigned agrees to pay all fees of legal counsel employed
by Lender and Undersigned to assist Undersigned at the rate of $150,00 per hour, plus out-of-pocket expenses, and the fees of the
representative of Lender at the rate of $75.00 per hour, plus out-of-pocket expenses. Thirty (30) days after billing, interest
shall accrue on unpaid fees at the rate of eighteen percent (18%) per annum compounded monthly.


 


SECTION 4.13: NOTICE OF DEFAULT


 


The Undersigned agrees to give written notice
to the Lender of any event, within 15 days of the event, which constitutes an Event of Default under this Loan Agreement as described
in Article VI herein or that would, with notice or lapse of time or both, constitute an Event of Default under this Loan Agreement.


 


SECTION 4.14: INDEMNIFICATION


 


The Undersigned agrees to indemnify and
save the Lender or its Assigns harmless against any and all liability with respect to, or resulting from, any delay in discharging
any obligation of the Undersigned.


 




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SECTION 4.15: EXPENSES OF COLLECTION OR ENFORCEMENT


 


The Undersigned agrees, if at any time the
Undersigned defaults on any provision of this Loan Agreement, to pay the Lender or its Assigns, in addition to any other amounts
that may be due from the Undersigned, an amount equal to the costs and expenses of collection, enforcement or correction or waiver
of the default incurred by the Lender or its Assigns in such collection, enforcement, correction, or waiver of default.


 


ARTICLE V


NEGATIVE COVENANTS OF THE UNDERSIGNED


 


The Undersigned covenants and agrees that,
from the date hereof until payment in full of the Note, unless the Lender or its Assigns shall otherwise consent in writing, it
will not enter into any agreement or other commitment the performance of which would constitute a breach of any of the covenants
contained in this Loan Agreement including, but not limited to the following covenants:


 


SECTION 5.01: ENCUMBER THE ACQUISITION ASSETS


 


The Undersigned will neither create nor
suffer to exist any mortgage, pledge, lien, charge, or encumbrance, including liens arising from Judgments on the Acquisition Assets
except as provided for by the SBA Authorization.


 


SECTION 5.02: SELL THE ACQUISITION ASSETS


 


The Undersigned will not sell, convey, or
suffer to be conveyed, lease, assign, transfer, or otherwise dispose of the Acquisition Assets unless approved in writing by the
Small Business Administration (hereafter the SBA).


 


SECTION 5.03: CHANGE OWNERSHIP


 


The principals of the Undersigned will not
permit without the written permission of the SBA any material change in the ownership structure, control, or operation of the Undersigned
including but not limited to i) merger into or consolidation with any other person, firm or corporation; ii) significant issuance
of any shares of its capital stock having ordinary voting power for the election of members of the Board of Directors or other
governing body of the Undersigned; iii) changing the nature of its business as carried or at the date hereof; iv) substantial distribution,
liquidation or other disposal of the Undersigned’s assets to the stockholders.


 


SECTION 5.04: CHANGE THE PROJECT


 


The Undersigned will neither permit nor
suffer to exist without prior written SBA consent any material change in the project’s plans and/or specifications submitted
to the SBA in order to induce the SBA to guaranty the Debenture to be issued by the Lender as per SBA Authorization. Material change
will include any significant variance in the accepted plans and specifications, increases in contract prices, and/or additional
financial obligations with respect to the construction and Acquisition Assets.


 


SECTION 5.05: UNDERSIGNED OWNERSHIP OF LENDER


 


During the term of the Loan, neither the
Undersigned nor its affiliates nor its principals nor its close associates will acquire, either directly or indirectly, an ownership
position or interest in the Lender in excess of 10% of the votes or shares of the Lender.


 


ARTICLE VI


MISCELLANEOUS


 


SECTION 6.01: WAIVER OF NOTICE


 


No failure or delay on the part of the Lender
in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy hereunder. No modification or waiver of any provision of this Loan Agreement or of the Note nor any consent to any departure
by the Undersigned therefrom, shall in any event be effective unless the same shall be in writing and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Undersigned
in any case shall entitle the Undersigned to any other or further notice or demand in similar or other circumstances.


 




    	Page 9 of 12



    	 



    

 


SECTION 6.02: AMENDMENTS


 


The Undersigned and the Lender or its Assigns,
with the concurrence of the SBA, hereby expressly reserve all rights to amend any provisions of this Agreement, to consent to or
waive any departure from the provisions of this Loan Agreement, to amend or consent to or waive departure from the provisions of
the Note, and to release or otherwise deal with any collateral security for payment of the Note provided, however, that all such
amendments be in writing and executed by the Lender or its Assigns, the Undersigned and the SBA.


 


SECTION 6.03: NOTICES


 


All notices, consents, requests, demands,
and other communications hereunder shall be in writing and shall be deemed to have been duly given to a party hereto if mailed
by certified mail, prepaid, to the Lender, Undersigned or any Guarantors as follows or at such other addresses as any party may
have designated in writing to any other party hereto:


 


Mountain West Small Business Finance


2595 East 3300 South, Salt Lake City, Utah 84109


 


U.S. SMALL BUSINESS ADMINISTRATION


Federal Building Room 2229, 125 South State Street,
Salt Lake City, Utah 84138


 


UNDERSIGNED


3978 West 12600 South, Riverton, UT 84065


 


SECTION 6.04: PAYMENTS


 


The Undersigned will make payments to the
Lender in accordance with the terms, conditions and instructions contained in the Central Servicing Agent Agreement.


 


SECTION 6.05: SURVIVAL OF REPRESENTATIONS AND WARRANTIES


 


All agreements, representations, and warranties
made by the Undersigneds herein or any other document or certificate delivered to the Lender in connection with the transactions
contemplated by this Loan Agreement shall survive the delivery of this Agreement, the Note and the Security Agreements hereunder,
and shall continue in full force and effect so long as the Note is outstanding.


 


SECTION 6.06: SUCCESSORS AND ASSIGNS


 


This Loan Agreement shall be binding upon
the Undersigned, its Successors, and Assigns, except that the Undersigned may not assign or transfer its rights without prior written
consent of the SBA. This Agreement shall inure to the benefit of the Lender, its Successors, and Assigns, and, except as otherwise
expressly provided in particular provisions hereof, all subsequent holders of the Note.


 


SECTION 6.07: COUNTERPARTS


 


This Loan Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same
instrument.


 


SECTION 6.08: GOVERNING LAW


 


This Loan Agreement and the Note and Security
Agreements, Financing Statements and Mortgage or Trust Deed shall be deemed contracts made in the State of Utah and for all purposes
shall be construed in accordance with Federal Law.


 


SECTION 6.09: ARTICLE AND SECTION HEADINGS


 


Article and Section headings used in this
Agreement are for convenience only and shall not affect the construction of this Agreement.


 


SECTION 6.10: CODE OF FEDERAL REGULATIONS


 


Undersigned agrees to conform with the provisions
of the Code of Federal Regulations, Part 108, as presently constituted and as it may be amended from time to time. The Undersigned
further agrees to conform with the requirements of the Authorization.


 




    	Page 10 of 12



    	 



    

 


SECTION 6.11: CERTIFICATION AS TO CHILD SUPPORT


 


Undersigned certifies that he/she is not
more than 60 days delinquent under any administrative order, court order, or repayment agreement between Undersigned and a custodial
parent or a state agency providing child support enforcement services as that term is defined in Section 426(b) of the Social Security
Act.


 


SECTION 6.12: AUTHORITY TO MAKE INSERTION
/ CLERICAL ERRORS





 


Undersigned agrees that Lender and/or Small
Business Administration may, and they hereby are authorized and appointed as Undersigned’s attorney-in-fact to correct any
and all clerical errors in Loan Documents executed by Undersigned, including but not limited to the correction of any erroneous
loan numbers or references, incorrect street addresses or loan amounts and, further, to insert on behalf of Undersigned the date
of issuance, the date of maturity, the payment schedule (including the payment commencement date and payment termination date),
the debenture number, the interest rate, the monthly payment amount, the underwriting fee percentage, the underwriting fee amount,
the correspondent bank and recipient bank, the account name, account number, routing symbol and transit code, the elements of project
cost, the debenture amounts, the project financing information, the economic impact figures, and the like on the signed Note, Debenture,
Service Agency Agreement, Fiscal Agent Agreement, Use of Proceeds Form, and related SBA 504 loan documents.


 


SECTION 6.13: AMENDMENTS TO AUTHORIZATION


 


Undersigned agrees that Lender may, and
Lender is hereby authorized and appointed as Undersigned’s attorney-in-fact to execute any amendments to the SBA Authorization
required by the Small Business Administration to complete this SBA 504 Loan, including but not limited to the right and authority
to execute any and all necessary documents to make said change, and to bind the Undersigned thereby.


 


SECTION 6.14: UNDERSIGNED DEFINED / USE OF PRONOUNS


 


(a)          The
word “Undersigned” shall be deemed and taken to mean each and every person or party executing this document as a Undersigned
herein. If there is more than one person or organization set forth on the signature line as the Undersigned, their liability hereunder
shall be joint and several. If there is more than one Undersigned, any notice required or permitted by the terms of this Loan Agreement
may be given by or to anyone thereof, and shall have the same force and effect as if given by or to all thereof.


 


(b)          The
use of the neuter singular pronoun to refer to Undersigned or Lender shall be deemed a proper reference even though Undersigned
or Lender may be an individual, a partnership, a corporation, or a group of two or more individuals or corporations. The necessary
grammatical changes required To make the provisions of this Loan Agreement apply in the plural sense where there is more than one
Undersigned and the corporations, associations, partnerships, or individuals, males or females, shall in all instances be assumed
as though in each fully expressed.


 


SECTION 6.15: MISCELLANEOUS


 


In addition, the parties agree as follows:


 


(a) Undersigned agrees to execute a Trust
Deed Note with MOUNTAIN AMERICA FEDERAL CREDIT UNION in the amount of approximately $1,720,352.00. The Note shall have a maturity
of not less than fifty percent (50%) of the debenture maturity and in any case not less than 10 years.


 


(b) Undersigned agrees to occupy and use for
its exclusive use no less than 60% of the available and usable floor space purchased with Loan proceeds and no less than
100% of the improvements of the commercial real estate improvements constructed with Loan proceeds. Undersigned will lease long
term no more than 20% of the rentable property for the term of the SBA 504 Loan. Undersigned also certifies that it is reasonably
expected that it will need additional space within three years and will fully utilize 100% of the floor space not leased in ten
years.


 


(c) Undersigned agrees to make every good
faith effort to create or retain ?job requirement full-time equivalent jobs within two years of project completion.


 


(d) In the event there occurs a contingency
fund residual which exceeds TWO PERCENT (2%) of the projected Debenture amount, Undersigned agrees that the amount of the Note
and Debenture shall be reduced to an amount equal to approximately $ of the actual project cost, including administrative
fees and reserve.


 




    	Page 11 of 12



    	 



    

 


(e) In the event a lease is required
by the Authorization, Undersigned agrees to negotiate a lease by and between the vested owner, as Lessor, and the small
business concern operating entity, as Lessee, The lease, signed by Lessor and Lessee, shall expressly contain the
following provisions; however if said provisions arc omitted from the lease, the Agreement is modified hereby and by this
reference to include the same and shall be construed to include the following as if it were expressly written therein:


 


(i) That the term of the lease shall be
at least equal to or longer than the term of this SBA 504 Loan;


 


(ii) That both Lessor and Lessee shall and
they hereby assign all of their right, title and interest in and to the Lease to Lender as collateral for this SBA 504 Loan; and,


 


(iii) That Lessor and Lessee shall maintain
exactly their present ownership (both identity of owners and percent of ownership) during the entire term of said SBA 504 Loan.


 


(f) Undersigned agrees, to the extent feasible,
to purchase only American-made products and equipment with the proceeds of the SBA Loan.


 


(g) In the event life insurance is required
by the Authorization, Undersigned agrees not to purchase additional life insurance from business income or assets during the term
of the SBA Loan without written approval of Lender and SBA.


 


(h) In the event the Authorization limits
the amount of annual loans, draws, salaries or withdrawals of monies from the business income or assets, Undersigned agrees to
so limit its annual loans, draws, salaries or withdrawals of monies from the business income or assets.


 


IN WITNESS WHEREOF, the parties hereto have each caused this
Loan Agreement to be duly executed as of the day and year first written above.


 


Undersigned:


 


	MEIER MANAGEMENT COMPANY, LLC	 
	 	 	 
	By:	/s/ Annette D. Meier	 
	 	Annette D. Meier, Manager	 
	 	 	 
	SUPERIOR AUTO BODY AND PAINT, LLC	 
	 	 	 
	By:	 	 
	 	Justin R. Vincent, Manager	 


 




    	Page 12 of 12



    	 



    







 


CHANGE IN TERMS AGREEMENT


 


	Principal

        $1,142,456.00
	Loan Date

        03-19-2012
	Maturity

        08-19-2012
	Loan No

        9207252-91
	Call / Coll

        37
	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	 	Lender:	Mountain
    America Credit Union
	 	3978 WEST 12600 SOUTH	 	 	SBA
    Department
	 	RIVERTON, UT 84096	 	 	7181
    South Campus View Drive
	 	 	 	 	West
    Jordan, UT 84084
	 	 	 	 	 


 


	Principal Amount: $1,142,456.00 	Date of Agreement: March 19, 2012


 


FOR VALUABLE CONSIDERATION, Lendor
and Borrower agree to the following change in Borrower’s obligation:


 


DESCRIPTION OF EXISTING INDEBTEDNESS.
Original loan amount of $1,178,803.00 dated March 19, 2012.


 


DESCRIPTION OF COLLATERAL. Commercial
real estate located at 3798 West 12600 South, Riverton, UT 84096,


 


DESCRIPTION OF CHANGE IN TERMS. 
Decrease loan amount to $1,142,456.00. Borrower agrees to make 6 monthly consecutive interest payments, beginning April 9,
2012, end one principal and interest payment of $1,147,778.10 due on September 19, 2012. All other terms and conditions will
remain unchanged.


 


PROMISE TO PAY. SUPERIOR AUTO BODY AND
PAINT, LLC (“Borrower”) promises to pay to Mountain America Credit Union (“Lendor ”), or order, in lawful
money of the United States of America, the principal amount of One Million One Hundred Forty-two Thousand Four Hundred Fifty-six
& 00/100 Dollars ($1,142,456.00), 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 accordance with the following payment schedule, which calculates interest on the unpaid principal
balances as described in the “INTEREST CALCULATION METHOD” paragraph using the interest rates described in this paragraph:
4 monthly consecutive interest payments, beginning April 19, 2012, with interest calculated on the unpaid principal balances using
an interest rate based on the 10 Year Treasury Note (currently 2.010%), plus a margin of 3.000 percentage points, the sum
rounded up to the nearest 0.125, adjusted if necessary for the minimum and maximum rate limitations for this loan, resulting in
an initial interest rate of 5.500%; and one principal and interest payment of $1,147,778.10 on August 19, 2012, with interest calculated
on the unpaid principal balances using an interest rate based on the 10 Year Treasury Note (currently 2.010%), plus a margin of
3.000 percentage points, the sum rounded up to the nearest 0.125, adjusted if necessary for the minimum and maximum rate limitations
for this loan, resulting in an initial interest rate of 5.500%. This estimated final payment is based on the assumption that all
payments will be made exactly as scheduled and that the Index does not change; the actual final payment will be for all principal
and accrued interest not yet paid, together with any other unpaid amounts on this loan. 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 loan 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.
The interest rate or rates to be applied to the unpaid principal balance during this loan will be the rate or rates set forth herein
in the “Payment” section. Notwithstanding any other provision of this Agreement, after the first payment stream, the
Interest rate for each subsequent payment stream will be effective as of the last payment date of the just-ending payment stream.
NOTICE: Under no circumstances will the interest rate on this loan 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 loan 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 loan is computed using this method.


 


PREPAYMENT. 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 o payment, Lender may
accept it without losing any of Lender’s rights under this Agreement, 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 loan 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 Agreement 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 Agreement 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 Agreement 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 Agreement has been accepted by Lender in the State of Utah.


 




    	 



    	 



    

 


	 	CHANGE IN TERMS AGREEMENT	 
	Loan No: 9207252-91	(Continued)	Page 2
	 	 	 


 


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 Indebtedness is 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 Agreement when Borrower is in default under this Agreement. 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.


 


ARBITRATION. Borrower and Lender
agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this
Agreement 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 either party. No act to take or dispose
of any Collateral 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 relating 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, including any claim to rescind, reform, or otherwise modify any agreement relating to the
Collateral, 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 Agreement 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.


 


CONTINUING VALIDITY. Except as expressly
changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing
the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right
to strict performance of the obligatlonf(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this
Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers
and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in
writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person
who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions
of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification
or release, but also to all such subsequent actions.


 


SUCCESSORS AND ASSIGNS. Subject
to any limitations stated in this Agreement on transfer of Borrower’s Interest, this Agreement shall be binding upon and
inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other
than Borrower, Lender, without notice to Borrower, may deal with Borrower’s successors with reference to this Agreement and the
indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this Agreement or liability
under the indebtedness.


 


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


 


MISCELLANEOUS PROVISIONS. If any
part of this Agreement cannot be enforced, this fact will not affect the rest of the Agreement. Lender may delay or forgo enforcing
any of its rights or remedies under this Agreement without losing them. Borrower and any other person who signs, guarantees or
endorses this Agreement, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any
change in the terms of this Agreement, and unless otherwise expressly stated in writing, no party who signs this Agreement, 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 loan 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 Agreement are joint and several.


 


FINAL AGREEMENT. Borrower understands
that this Agreement and the related loan documents are the final expression of the agreement between Lender and Borrower end may
not be contradicted by evidence of any alleged oral agreement,


 


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


 


	CHANGE IN TERMS SIGNERS:


 


	X	/s/ JUSTIN R. VINCENT	 
	 	JUSTIN R. VINCENT	 


 


	MEIER PROPERTIES, SERIES LLC


 


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





	 	 	 




[Illegible]


  




    	 



    	 



    

 


AGREEMENT TO PROVIDE INSURANCE


 


	
        Principal

        $1,142,456.00
	
        Loan Date 

        03-19-2012
	
        Maturity

        08-19-2012
	
        Loan No 

        9207252-91
	
        Call / Coll 

        37
	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 	 	Lender:	Mountain
    America Credit Union 
	 	3978 WEST 12600 SOUTH 	 	 	SBA
    Department 
	 	RIVERTON, UT 84096	 	 	7181
    South Campus View Drive 
	 	 	 	 	West
    Jordan, UT 84084
	 	 	 	 	 
	Grantor:	MEIER PROPERTIES, SERIES LLC 	 	 	 
	 	2221 NORTH 3250 WEST 	 	 	 
	 	VERNAL, UT 84078	 	 	 





	 	 	 



 


INSURANCE REQUIREMENTS. Grantor,
MEIER PROPERTIES, SERIES LLC (“Grantor”), understands that insurance coverage is required in connection with the extending
of a loan or the providing of other financial accommodations to SUPERIOR AUTO BODY AND PAINT, LLC (“Borrower”) by Lender.
These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided
on the following described collateral (the “Collateral”):


 


	Collateral:	 	3978  WEST 12600 SOUTH, RIVERTON, UT 84096.
	 	 	Type: Fire and extended coverage.
	 	 	Amount: Full Insurable Value.
	 	 	Basis: Replacement value.
	 	 	Endorsements: Standard mortgagee’s clause with stipulation that coverage will not be cancelled or diminished without a minimum of 10 days prior written notice to Lender, and without disclaimer of the insurer’s liability for failure to give such notice.
	 	 	Latest Delivery Date: By the loan closing date.


 


INSURANCE COMPANY. Grantor may obtain
insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender. Grantor understands that credit
may not be denied solely because insurance was not purchased through Lender.


 


FLOOD INSURANCE. Flood Insurance
for the Collateral securing this loan is described as follows:


 


Real Estate at 3978 WEST 12600
SOUTH, RIVERTON, UT 84096.


The Collateral securing this loan
is not currently located in an area identified as having special flood hazards. Therefore, no special flood hazard insurance is
necessary at this time. Should the Collateral at any time be deemed to be located in an area designated by the Director of the
Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance,
if available, within 45 days after notice is given by Lender that the Collateral is located in a special flood hazard area, for
the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy
limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the
term of the loan. Flood insurance may be purchased under the National Flood insurance Program or from private insurers.


 


FAILURE TO PROVIDE INSURANCE. Grantor
agrees to deliver to Lender, on the latest delivery date stated above, evidence of the required insurance as provided above, with
an effective date of March 19, 2012, or earlier. Grantor acknowledges and agrees that if Grantor fails to provide any required
insurance or fails to continue such insurance in force, Lender may do so at Grantor’s expense as provided in the applicable security
document. The cost of any such insurance, at the option of Lender, Shall be added to the indebtedness as provided in the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST
PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED
FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION,
THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY
FINANCIAL RESPONSIBILITY LAWS.


 


AUTHORIZATION. For purposes of
insurance coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent or company)
all information Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or both.


 


GRANTOR ACKNOWLEDGES HAVING READ ALL
THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 19, 2012.


 


	GRANTOR:
	 
	MEIER PROPERTIES, SERIES LLC


 


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


 




    	 



    	 



    

 





	 	AGREEMENT TO PROVIDE INSURANCE	 
	Loan No: 9207252-91	(Continued)	Page 2
	 	 	 


 




 FOR LENDER USE ONLY


INSURANCE VERIFICATION




 


	DATE: 	 	 	PHONE	 
	 	 	 	 	 


 


	AGENT’S NAME:	 
	AGENCY:	 
	ADDRESS:	 
	INSURANCE COMPANY:	 
	POLICY NUMBER:	 
	EFFECTIVE DATES:	 
	 	 
	COMMENTS:	 
	 	 
	 	 





	 	 	 



 [illegible]





 




    	 



    	 



    

 


NOTICE OF FINAL AGREEMENT


 


	
        Principal

        $1,142,456.00
	
        Loan Date

        03-19-2012
	
        Maturity

        08-19-2012
	
        Loan No

        9207252-91
	
        Call / Coll

        37
	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	 	Lender:	Mountain America Credit Union
	 	3978 WEST 12600 SOUTH	 	 	SBA Department
	 	RIVERTON, UT 84096	 	 	7181 South Campus View Drive
	 	 	 	 	West Jordan, UT 84084
	 	 	 	 	 


 




 


BY SIGNING THIS DOCUMENT EACH PARTY
REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE WRITTEN LOAN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


 







 






 


As used in this Notice, the following
terms have the following meanings:


 


Loan. The term “Loan”
means the following described loan: a Variable Rate Nondisclosable Loan to a Limited Liability Company for $1,142,456.00 due on
August 19, 2012.


 


Loan Agreement. The term
“Loan Agreement” means one or more promises, promissory notes, agreements, undertakings, security agreements, deeds
of trust or other documents, or commitments, or any combination of those actions or documents, relating to the Loan, including
without limitation the following:


 


LOAN DOCUMENTS


 


	Amortization
    Schedule 	 	LLC Resolution:
    SUPERIOR DRILLING PRODUCTS, LLC
	LLC Resolution: SUPERIOR
    AUTO BODY AND PAINT, LLC	 	LLC Resolution:
    MEIER PROPERTIES, SERIES LLC
	LLC Resolution: MEIER
    MANAGEMENT COMPANY, LLC 	 	Resolution of Limited
    Liability Company LLC Member: MEIER
	Business Loan Agreement
    	 	PROPERTIES, SERIES
    LLC
	Customer Information
    Profile: SUPERIOR AUTO BODY AND	 	Change In Terms Agreement
	PAINT, LLC 	 	UT Commercial Guaranty:
    JUSTIN R. VINCENT
	UT Commercial Guaranty:
    ANNETTE D. MEIER 	 	UT Commercial Guaranty:
    MEIER MANAGEMENT COMPANY,
	UT Commercial Guaranty:
    GILBERT TROY MEIER 	 	LLC
	UT Commercial Guaranty:
    ANNETTE DEUEL MEIER TRUST 	 	UT Commercial Guaranty:
    GILBERT TROY MEIER TRUST
	UT Commercial Guaranty:
    SUPERIOR DRILLING PRODUCTS, 	 	UT Deed of Trust for
    Real Property located at 3978 WEST 12600
	LLC 	 	SOUTH, RIVERTON, UT
    84096
	Agreement to Provide
    Insurance: Real Property located at 	 	Disbursement Request
    and Authorization
	3978 WEST 12600 SOUTH,
    RIVERTON, UT 84096; owned 	 	Notice of Final Agreement
	by MEIER PROPERTIES,
    SERIES LLC	 	 


 


Parties. The term “Parties” means Mountain
America Credit Union and any and all entities or individuals who are obligated to repay the loan or have pledged properly as security
for the Loan, including without limitation the following:


 


	Borrower:	SUPERIOR AUTO BODY AND PAINT, LLC
	Grantor(s):	MEIER PROPERTIES, SERIES LLC
	Guarantor 1:	JUSTIN R. VINCENT
	Guarantor 2:	GILBERT TROY MEIER
	Guarantor 3:	ANNETTE D. MEIER
	Guarantor 4:	GILBERT TROY MEIER TRUST
	Guarantor 5:	ANNETTE DEUEL MEIER TRUST
	Guarantor 6:	SUPERIOR DRILLING PRODUCTS, LLC
	Guarantor 7:	MEIER MANAGEMENT C0MPANY, LLC


 


 











    	 



    	 



    












 


	 	AGREEMENT TO PROVIDE INSURANCE	 
	Loan No: 9207252-91	(Continued)	Page 2
	 	 	 







 



Each
Party who signs below, other than Mountain America Credit Union, acknowledges, represents, and warrants to Mountain America Credit
Union that it has received, read and understood this Notice of Final Agreement. This Notice is dated March 19, 2012.


 


	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	 	 
	 	 	 
	GRANTOR:	 	 
	 	 	 
	MEIER PROPERTIES, SERIES LLC	 	 
	 	 	 
	By:	/s/ Annette
    D. Meier	 	 
	 	ANNETTE D. MEIER, Manager of MEIER 	 	 
	 	PROPERTIES, SERIES LLC	 	 
	 	 	 
	GUARANTOR:	 	 
	 	 	 
	/s/ Justin R. Vincent	 	 
	JUSTIN R. VINCENT, Individually	 	 
	 	 	 
	GUARANTOR:	 	 
	 	 	 
	/s/ Gilbert
    Troy Meier	 	 
	GILBERT TROY MEIER, Individually	 	 
	 	 	 
	GUARANTOR:	 	 
	 	 	 
	/s/ Annette
    D. Meier	 	 
	ANNETTE D. MEIER, Individually 	 	 
	 	 	 
	GUARANTOR:	 	 
	 	 	 
	GILBERT TROY MEIER TRUST	 	 
	 	 	 
	By:	/s/
    Gilbert Troy Meier	 	By:	/s/
    Annette D. Meier
	 	GILBERT TROY MEIER,
    Trustee of GILBERT TROY MEIER TRUST 	 	 	ANNETTE D. MEIER, Trustee
    of GILBERT TROY MEIER TRUST
	 	 	 
	GUARANTOR:	 	 
	 	 	 
	ANNETTE DEUEL MEIER TRUST 	 	 
	 	 	 	 	 
	By: 	/s/ Gilbert
    Troy Meier	 	By: 	/s/ Annette
    D. Meier
	 	GILBERT TROY MEIER,
    Trustee of ANNETTE
    DEUEL MEIER TRUST 	 	 	ANNETTE D. MEIER, Trustee
    of ANNETTE DEUEL MEIER TRUST


 




    	 



    	 



    

 


	Loan
    No: 9207252-91	NOTICE
    OF FINAL AGREEMENT

    (Continued)	Page
    3





	 	 	 



 


	GUARANTOR:	 
	 	 
	SUPERIOR DRILLING PRODUCTS, LLC	 
	 	 
	By:	/s/
    Annette D. Meier	 
	 	ANNETTE D. MEIER, Manager of SUPERIOR DRILLING PRODUCTS, LLC	 
	 	 
	GUARANTOR:	 
	 	 
	MEIER MANAGEMENT COMPANY, LLC	 
	 	 
	By:	/s/ Annette
    D. Meier	 
	 	ANNETTE D. MEIER, Manager of MEIER MANAGEMENT COMPANY, LLC	 



 


	LENDER:	 
	 	 
	MOUNTAIN AMERICA CREDIT UNION	 
	 	 
	X	 	 
	Authorized Signer	 





	 	 	 



[Illegible]


 




    	 



    	 



    

 


MODIFICATION
OF TRUST DEED


 


THIS MODIFICATION
OF DEED OF TRUST dated April 2, 2012, is made and executed between Meier Properties, Series LLC (“Trustor”) and Mountain
America Credit Union (“Beneficiary”).


DEED OF
TRUST. Beneficiary and Trustor have entered into a Trust Deed dated March 19, 2012 (the “Deed of Trust”) which has
been recorded in Salt Lake County, State of Utah, as follows:


 


Recorded
March 20, 2012, As Entry No. 11353590, Book 10000 At Page 7831, In The Salt Lake County Recorder’s Office.


 


REAL PROPERTY
DESCRIPTION. The Deed of Trust covers the following described real property located in Salt Lake County, State of Utah: 


LOT
2, RIVERTON CROSSING COMMERICAL SUBDIVISION, ACCORDING TO THE OFFICIAL PLAT THEREOF RECORDED IN THE OFFICE OF THE SALT LAKE COUNTY
RECORDER, STATE OF UTAH


 


The Real
Property tax identification number is: 27-29-351-009.


 


MODIFICATION.
Beneficiary and Trustor hereby modify the Deed of Trust as follows:


 


		1.	The principal amount of the Note is hereby increased from $1,178,803.00 to $1,142,456.00



 


CONTINUING
VALIDITY. Except as expressly modified above, the terms of the original Deed of Trust shall remain unchanged and in full force
and effect. Consent by Beneficiary to this Modification does not waive Beneficiary’s right to require strict performance
of the Deed of Trust as changed above nor obligate Beneficiary to make any future modifications. Nothing in this Modification shall
constitute a satisfaction of the promissory note or other credit agreement secured by the Deed of Trust (the “Note”).
It is the intention of Beneficiary to retain as liable all parties to the Deed of Trust and all parties, makers and endorsers to
the Note, including accommodation parties, unless a party is expressly released by Beneficiary in writing. Any maker or endorser,
including accommodation makers, shall not be released by virtue of this Modification. If any person who signed the original Deed
of Trust docs not sign this Modification, then all persons signing below acknowledge that this Modification is given conditionally,
based on the representation to Lender that the non-signing person consents to the changes and provision of this Modification or
otherwise will not be released by it. This waiver applies not only to any initial extension or modification, but also to all such
subsequent actions.


 


TRUSTOR
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MODIFICATION OF DEED OF TRUST AND TRUSTOR AGREES TO ITS TERMS. THIS MODIFICATION
OF DEED OF TRUST IS DATED APRIL 2, 2012


 


	MEIER PROPERTIES, SERIES LLC	 
	 	 
	By:	/s/ Annette D. Meier	 
	Annette D. Meier, Manger of Meier Properties, Series LLC	 
	 	 
	MOUNTAIN AMERICA CREDIT UNION	 
	 	 
	By:	 	 
	Its:	 


 




    	 



    	 



    

 


	STATE OF UTAH	)
	 	)
	COUNTY OF SALT LAKE	)


 


On the
      day of April, 2011, personally appeared before me the above signed Annette D. Meier, Manager
of Meier Properties, Series LLC, the limited liability company that executed the instrument and acknowledged the instrument
to be the free and voluntary act and deed of the limited liability company,by authorityof statute, its articles of
organization or its operating agreement, for the uses and purposes therein mentioned, and on oath state that he
isauthorized to execute this instrument and in fact executed the instrument on behalf of the limited liability
company.


 


	 	/s/ Rich
    Mahoney
	 	Notary Public
	 	


 






    	 



    	 



    

 


	STATE OF UTAH	)
	 	)
	COUNTY OF SALT LAKE	)


 


On
the
      day of April, 2012, personally appeared
before
me                                     ,
who being by me duly sworn did say, each for himself, that, he the said
                                     ,
isthe                                      , of Mountain America Credit Union, and that the within and foregoing instrument was signed in behalf of said
corporation by authority of a resolution of its board of directors and said                                    , duly acknowledged to me that said corporation
executed the same and that the seal affixed is the seal of said corporation.


 


	 	 
	 	NOTARY PUBLIC


 




    	 



    	 



    



 


CHANGE
IN TERMS AGREEMENT


 


	Principal

        $1,720,352.00
	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



	Lender:	Mountain
    America Credit Union
	 	3978 WEST
    12600 SOUTH 	 	SBA Department
	 	RIVERTON,
    UT 84096 	 	7181 South
    Campus View Drive
	 	 	 	West Jordan,
    UT 84084





	 	 	 



 


	Principal
    Amount:    $1,720,352.00	Initial
    Rate:    5.500%	Date
    of Agreement:   March 19, 2012


 


FOR
VALUABLE CONSIDERATION. Lender and Borrower agree to the following change in Borrower’s
obligation:


 


DESCRIPTION
OF EXISTING INDEBTEDNESS. Original loan amount of $1,684,005.00 dated March 19, 2012.


 


DESCRIPTION
OF COLLATERAL. Commercial real estate located at 3798 West 12600 South, Riverton, UT 84096.


 


DESCRIPTION
OF CHANGE IN TERMS. Increase loan amount to $1,720,352.00. Borrower will pay this loan in
59 regular payments of $10,564.99 beginning April 19, 2012, with a final payment of $1,546,171.80 due March 19, 2017. All other
terms end conditions will remain unchanged.


 


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 Seven Hundred Twenty Thousand Three Hundred Fifty-two & 00/100 Dollars ($1,720,352.00), 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 $10,564.99 each and one irregular last
payment estimated at $1,546,171.80. Borrower’s first payment is due April 19, 2012, and all subsequent payments are dueon
the samedayofeach month after that. Borrower’s
final payment will be due on March 19, 2017, and will be for all principal and all accruedinterest 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 loan 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 loan 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 loan 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 loan 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 loan 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 Agreement, 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 loan 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
Agreement 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 Agreement 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 Agreement 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 Agreement
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.


 




    	 



    	 



    

 


	Loan
    No: 9207252-90	CHANGE
        IN TERMS AGREEMENT

        (Continued)
	Page
    2
	 	 	 
	 	 	 





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 Indebtedness is 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 those accounts to pay any amounts due under this Agreement when Borrower is in default
under this Agreement. 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.


 


ARBITRATION.
Borrower and Lender agree that all disputes, claims and controversies between them whether individual, joint, or class in nature,
arising from this Agreement 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 either party. No
act to take or dispose of any Collateral 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
relating 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, including any claim to rescind, reform, or otherwise modify any agreement
relating to the Collateral, 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 Agreement 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.


 


CONTINUING
VALIDITY. Except as expressly changed by this Agreement, the terms of the original obligation
or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect.
Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed,
nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s).
It is the intention of Lender to retain as liable parties all makers end endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will
not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below,
then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that
the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver
applies not only to any initial extension, modification or release, but also to all such subsequent actions.


 


SUCCESSORS
AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of Borrower’s
interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership
of the Collateral becomes vested in a person other than Borrower, Lender, without notice to Borrower, may deal with Borrower’s
successors with reference to this Agreement and the indebtedness by way of forbearance or extension without releasing Borrower
from the obligations of this Agreement or liability under the Indebtedness.


 


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


 


MISCELLANEOUS
PROVISIONS. If any part of this Agreement cannot be enforced, this fact will not affect
the rest of the Agreement. Lender may delay or forgo enforcing any of its rights or remedies under this Agreement without losing
them. Borrower and any other person who signs, guarantees or endorses this Agreement, to the extent allowed by law, waive presentment,
demand for payment, and notice of dishonor. Upon any change in the terms of this Agreement, and unless otherwise expressly stated
in writing, no party who signs this Agreement, 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 loan 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 Agreement are joint and several.


 


FINAL
AGREEMENT. Borrower understands that this Agreement and the related loan documents are the
final expression of the agreement between Lender and Borrower and may not be contradicted by evidence of any alleged oral agreement.


 


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


 


CHANGE
IN TERMS SIGNERS:


 





	X	/s/
    JUSTIN R. VINCENT	 
	 	JUSTIN R. VINCENT	 







 





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










	 	 	 






	[Illegible]


  




    	 



    	 



    

 


NOTICE
OF FINAL AGREEMENT


 


	
        Principal

        $1,720,352.00
	
        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



	Lender:	Mountain
    America Credit Union
	 	3978 WEST
    12600 SOUTH 	 	SBA Department
	 	RIVERTON,
    UT 84096 	 	7181 South
    Campus View Drive
	 	 	 	West Jordan,
    UT 84084


		 	 




 


BY
SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN
THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE WRITTEN LOAN AGREEMENT MAY NOT BE CONTRADICTED
BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


 


As
used in this Notice, the following terms have the following meanings:


 


Loan.
The term ’‘Loan” means the following described loan: a Variable Rate Nondisclosable
Loan to a Limited Liability Company for $1,720,352.00 due on March 19, 2017.


 


Loan
Agreement. The term “Loan Agreement” means one or more promises, promissory
notes, agreements, undertakings, security agreements, deeds of trust or other documents, or commitments, or any combination of
those actions or documents, relating to the Loan, including without limitation the following:


 


LOAN
DOCUMENTS


 





	
        Amortization
        Schedule

        LLC
        Resolution: SUPERIOR AUTO BODY AND PAINT, LLC

        LLC
        Resolution: MEIER MANAGEMENT COMPANY, LLC

        Business
        Loan Agreement

        Customer
Information Profile: SUPERIOR AUTO BODY AND PAINT, LLC

        UT
        Commercial Guaranty: ANNETTE D. MEIER

        UT
        Commercial Guaranty: GILBERT TROY MEIER

        UT
        Commercial Guaranty: ANNETTE DEUEL MEIER TRUST

        UT
Commercial Guaranty: SUPERIOR DRILLING PRODUCTS, LLC

        Agreement
        to Provide Insurance: Real Property located at 3978 WEST 12600 SOUTH, RIVERTON, UT 84096; owned by MEIER PROPERTIES, SERIES
        LLC
	 	
        LLC
        Resolution: SUPERIOR DRILLING PRODUCTS, LLC

        LLC
        Resolution: MEIER PROPERTIES, SERIES LLC

        Resolution
        of Limited Liability Company LLC Member: MEIER PROPERTIES, SERIES
        LLC

         

        Change
        In Terms Agreement

        UT
        Commercial Guaranty: JUSTIN R. VINCENT

        UT
Commercial Guaranty: MEIER MANAGEMENT COMPANY, LLC

        

        UT
        Commercial Guaranty: GILBERT TROY MEIER TRUST

        

        UT
        Deed of Trust for Real Property located at 3978 WEST 12600 SOUTH, RIVERTON,
        UT 84096

        

        Disbursement
Request and Authorization Notice of Final Agreement





 


Parties.
The term “Parties” means Mountain America Credit Union and any and all entities
or Individuals who are obligated to repay the loan or have pledged property as security for the Loan, including without limitation
the following:


 


	Borrower:	SUPERIOR AUTO BODY AND PAINT, LLC
	Grantor(s):	MEIER PROPERTIES, SERIES LLC
	Guarantor 1:	JUSTIN R. VINCENT
	Guarantor 2:	GILBERT TROY MEIER
	Guarantor 3:	ANNETTE D. MEIER
	Guarantor 4:	GILBERT TROY MEIER TRUST
	Guarantor 5:	ANNETTE DEUEL MEIER TRUST
	Guarantor 6:	SUPERIOR DRILLING PRODUCTS, LLC
	Guarantor
    7:	MEIER MANAGEMENT COMPANY, LLC


 








    	 



    	 



    



 


	 	NOTICE OF FINAL AGREEMENT	 
	Loan No: 9207252-90	(Continued)	Page 2
	 	 	 


 


Each Party who signs below, other than
Mountain America Credit Union, acknowledges, represents, and warrants to Mountain America Credit Union that it has received, read
and understood this Notice of Final Agreement. This Notice is dated March 19, 2012.


 


BORROWER:


 


SUPERIOR AUTO BODY AND PAINT, LLC


 


	By:	/s/ JUSTlN R. VINCENT	 
	 	JUSTlN 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	 


 


GRANTOR:


 


MEIER PROPERTIES, SERIES LLC


 


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


 


GUARANTOR:


 


	X	/s/ JUSTIN R. VINCENT	 
	 	JUSTIN R. VINCENT, Individually	 


 


GUARANT0R:


 


	X	/s/ GILBERT TROY MEIER	 
	 	GILBERT TROY MEIER, Individually	 


 


GUARANTOR:


 


	X	/s/ ANNETTE D. MEIER	 
	 	ANNETTE D. MEIER, Individually	 


 


GUARANTOR:


 


GILBERT TROY MEIER TRUST


 


	By:	/s/ GILBERT TROY MEIER	 	By:	/s/ ANNETTE D. MEIER
	 	GILBERT TROY MEIER, Trustee of GlLBERT TROY MEIER TRUST	 	 	ANNETTE D. MEIER, Trustee of GILBERT TROY MEIER TRUST


 


GUARANTOR:


 


ANNETTE DEUEL MEIER TRUST


 


	By:	/s/ GILBERT TROY MEIER	 	By:	/s/ ANNETTE D. MEIER
	 	GILBERT TROY MEIER, Trustee of ANNETTE DEUEL MEIER TRUST	 	 	ANNETTE D. MEIER, Trustee of ANNETTE DEUEL MEIER TRUST


 




    	 



    	 



    

 


	 	NOTICE OF FINAL AGREEMENT	 
	Loan No: 9207252-90	(Continued)	Page 3
	 	 	 


 


GUARANTOR:


 


SUPERIOR DRILLING PRODUCTS, LLC


 


	By:	/s/ ANNETTE D. MEIER	 
	 	ANNETTE D. MEIER, Manager of SUPERIOR DRILLING PRODUCTS, LLC 	 


 


GUARANTOR:


 


MEIER MANAGEMENT COMPANY, LLC


 


	By:	/s/ ANNETTE D. MEIER	 
	 	ANNETTE D. MEIER, Manager of MEIER MANAGEMENT COMPANY, LLC	 


 


LENDER:


 


MOUNTAIN AMERICA CREDIT UNION


 


	X	 	 
	 	Authorized Signer	 


 


[ILLEGIBLE]


 




    	 



    	 



    

 


AGREEMENT TO PROVIDE INSURANCE


 


	
        Principal

        $1,720,352.00
	
        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	Lender:	Mountain America Credit Union
	 	3978 WEST 12600 SOUTH	 	SBA Department
	 	RIVERTON, UT 84096	 	7181 South Campus View Drive
	 	 	 	West Jordan, UT 84084
	Grantor:	MEIER PROPERTIES, SERIES LLC	 	 
	 	2221 NORTH 3250 WEST	 	 
	 	VERNAL, UT 84078	 	 
	 	 	 	 


 


INSURANCE REQUIREMENTS. Grantor,
MEIER PROPERTIES, SERIES LLC ("Grantor"), understands that insurance coverage is required in connection with the extending
of a loan or the providing of other financial accommodations to SUPERIOR AUTO BODY AND PAINT, LLC ("Borrower") by Lender.
These requirements are set forth in the security documents for the loan. The following minimum insurance coverages must be provided
on the following described collateral (the "Collateral"):


 


	Collateral:	3978 WEST 12600 SOUTH, RIVERTON, UT 84096.
	 	Type: Fire and extended coverage.
	 	Amount: Full Insurable Value.
	 	Basis: Replacement value.
	 	Endorsements: Standard mortgagee's clause with stipulation
    that coverage will not be cancelled or diminished without a minimum of 10 days prior written notice to Lender, and without
    disclaimer of the insurer's liability for failure to give such notice.
	 	Latest Delivery Date: By the loan closing date.


 


INSURANCE COMPANY. Grantor may obtain
Insurance from any insurance company Grantor may choose that is reasonably acceptable to Lender, Grantor understands that credit
may not be denied solely because insurance was not purchased through Lender.


 


FLOOD INSURANCE. Flood Insurance
for the Collateral securing this loan is described as follows:


 


Real Estate at 3978 WEST
12600 SOUTH, RIVERTON, UT 84096.


The Collateral securing this
loan is not currently located in an area identified as having special flood hazards. Therefore, no special flood hazard insurance
is necessary at this time. Should the Collateral at any time be deemed to be located in an area designated by the Director of the
Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance,
if available, within 45 days after notice is given by Lender that the Collateral is located in a special flood hazard area, for
the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits
set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term
of the loan. Flood insurance may be purchased under the National Flood Insurance Program or from private insurers.


 


FAILURE TO PROVIDE INSURANCE. Grantor
agrees to deliver to Lender, on the latest delivery date stated above, evidence of the required insurance as provided above, with
an effective date of March 19, 2012, or earlier. Grantor acknowledges and agrees that if Grantor fails to provide any required
insurance or fails to continue such insurance in force, Lender may do so at Grantor's expense as provided in the applicable security
document. The cost of any such insurance, at the option of Lender, shall be added to the indebtedness as provided in the security
document. GRANTOR ACKNOWLEDGES THAT IF LENDER SO PURCHASES ANY SUCH INSURANCE, THE INSURANCE WILL PROVIDE LIMITED PROTECTION AGAINST
PHYSICAL DAMAGE TO THE COLLATERAL, UP TO AN AMOUNT EQUAL TO THE LESSER OF (1) THE UNPAID BALANCE OF THE DEBT, EXCLUDING ANY UNEARNED
FINANCE CHARGES, OR (2) THE VALUE OF THE COLLATERAL; HOWEVER, GRANTOR’S EQUITY IN THE COLLATERAL MAY NOT BE INSURED. IN ADDITION,
THE INSURANCE MAY NOT PROVIDE ANY PUBLIC LIABILITY OR PROPERTY DAMAGE INDEMNIFICATION AND MAY NOT MEET THE REQUIREMENTS OF ANY
FINANCIAL RESPONSIBILITY LAWS.


 


AUTHORIZATION. For purposes of insurance
coverage on the Collateral, Grantor authorizes Lender to provide to any person (including any insurance agent or company) all information
Lender deems appropriate, whether regarding the Collateral, the loan or other financial accommodations, or both.


 


GRANTOR ACKNOWLEDGES HAVING READ ALL
THE PROVISIONS OF THIS AGREEMENT TO PROVIDE INSURANCE AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 19, 2012.


 


GRANTOR:


 


MEIER PROPERTIES, SERIES LLC


 


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


 




    	 



    	 



    

 


	 	AGREEMENT TO PROVIDE INSURANCE	 
	Loan No: 9207252-90	(Continued)	Page 2
	 	 	 


 


FOR LENDER USE ONLY


INSURANCE VERIFICATION


 


	DATE: 	 	 	PHONE	 


 


	AGENT’S NAME:	 
	AGENCY:	 
	ADDRESS:	 
	INSURANCE COMPANY:	 
	POLICY NUMBER:	 
	EFFECTIVE DATES:	 
	 	 
	COMMENTS:	 
	 	 


 


[ILLEGIBLE]


 




    	 



    	 



    

 


MODIFICATION OF TRUST DEED


 


THIS MODIFICATION OF DEED OF TRUST dated April 2, 2012, is made
and executed between Meier Properties, Series LLC("Trustor") and Mountain America Credit Union(“Beneficiary”).


DEED OF TRUST. Beneficiary and Trustor
have entered into a Trust Deed dated March 19, 2012 (the “Deed of Trust”) which has been recorded in Salt Lake County,
State of Utah, as follows:


 


Recorded March 20, 2012, As Entry No. 11353589, Book
10000 At Page 7823. In The Salt Lake County Recorder’s Office.


 


REAL PROPERTY DESCRIPTION. The Deed of Trust covers the following
described real property located in Salt Lake County, State of Utah:


LOT 2, RIVERTON CROSSING COMMERICAL SUBDIVISION,
ACCORDING TO THE OFFICIAL PLAT THEREOF RECORDED IN THE OFFICE OF THE SALT LAKE COUNTY RECORDER, STATE OF UTAH


 


The Real Property tax identification number
is: 27-29-351-009.


 


MODIFICATION. Beneficiary and Trustor hereby
modify the Deed of Trust as follows:


 


1. The Loan Amount shall be increased from $1,684,005.00
to $1,720,352.00


 


CONTINUING VALIDITY. Except as expressly
modified above, the terms of the original Deed of Trust shall remain unchanged and in full force and effect. Consent by Beneficiary
to this Modification does not waive Beneficiary’s right to require strict performance of the Deed of Trust as changed above
nor obligate Beneficiary to make any future modifications. Nothing in this Modification shall constitute a satisfaction of the
promissory note or other credit agreement secured by the Deed of Trust (the “Note”). It is the intention of Beneficiary
to retain as liable all parties to the Deed of Trust and all parties, makers and endorsers to the Note, including accommodation
parties, unless a party is expressly released by Beneficiary in writing. Any maker or endorser, including accommodation makers,
shall not be released by virtue of this Modification. If any person who signed the original Deed of Trust does not sign this Modification,
then all persons signing below acknowledge that this Modification is given conditionally, based on the representation to Lender
that the non-signing person consents to the changes and provision of this Modification or otherwise will not be released by it.
This waiver applies not only to any initial extension or modification, but also to all such subsequent actions.


 


TRUSTOR ACKNOWLEDGES HAVING READ ALL THE
PROVISIONS OF THIS MODIFICATION OF DEED OF TRUST AND TRUSTOR AGREES TO ITS TERMS. THIS MODIFICATION OF DEED OF TRUST IS DATED APRIL
2, 2012


 


MEIER PROPERTIES, SERIES LLC


 


	By:	/s/ Annette D. Meier	 
	Annette D. Meier, Manger of Meier Properties, Series LLC	 


 


MOUNTAIN AMERICA CREDIT UNION


 


	By:	 	 
	Its:	 	 


 




    	 



    	 



    

 


	STATE OF UTAH	)
	 	)
	COUNTY OF SALT LAKE	)


 


On the        day of April, 2011, personally appeared before me the
above signed Annette D. Meier, Manager of Meier Properties, Series LLC, the limited liability company that executed the instrument
and acknowledged the instrument to be the free and voluntary act and deed of the limited liability company, by authority of statute,
its articles of organization or its operating agreement, for the uses and purposes therein mentioned, and on oath state that he
is authorized to execute this instrument and in fact executed the instrument on behalf of the limited liability company.


 


	 	/s/ RICH MAHONEY	 
	 	Notary Public	 


 


	 	


 




    	 



    	 



    

 


	STATE OF UTAH	)
	 	)
	COUNTY OF SALT LAKE	)


 


On the         day of April, 2012, personally appeared
before me                             ,
who being by me duly sworn did say, each for himself, that, he the said                             ,
is the                             ,
of Mountain America Credit Union, and that the within and foregoing instrument was signed in behalf of said corporation by authority
of a resolution of its board of directors and said                             ,
duly acknowledged to me that said corporation executed the same and that the seal affixed is the seal of said corporation.


 


	 	 	 
	 	NOTARY PUBLIC